Ajinomoto - Annual Report 2021 (Part 1)

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CONTENTS

Corporate Information 2

Management Discussion and Analysis 3-8

Directors’ Profile 9 - 14

Corporate Governance Statement 15 - 28

Additional Compliance Information 29

Statement of Directors’ Responsibility in Relation 30


to the Financial Statements

Statement on Risk Management and Internal Control 31 - 33

Audit Committee Report 34 - 37

Analysis of Shareholdings 38 - 39

Financial Highlights 40

Financial Statements 41 - 94

List of Properties 95

Notice of Annual General Meeting 96 - 102

Sustainability Statement 103 -130

Form of Proxy
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE INFORMATION

DIRECTORS

Tan Sri Dato’ (Dr.) Teo Chiang Liang (Chairman)


Koay Kah Ee
Tomoharu Abe (Managing Director / Chief Executive Officer)
Shunsuke Sasaki (Chief Finance Officer)
Dominic Aw Kian-Wee
Kamarudin bin Rasid
Azhan bin Mohamed
Norani binti Sulaiman
Noriko Fujimoto
Takahiro Sato

BANKERS REGISTERED OFFICE

MUFG Bank (Malaysia) Berhad Lot 5710, Jalan Kuchai Lama,


Malayan Banking Berhad Petaling, 58200 Kuala Lumpur
Standard Chartered Bank Malaysia Berhad Tel : 603-7980 6958
Fax: 603-7981 1731

AUDITORS SHARE REGISTRAR

Ernst & Young PLT Securities Services (Holdings) Sdn. Bhd.


Level 7, Menara Milenium, Jalan Damanlela,
Pusat Bandar Damansara,
Damansara Heights,
SOLICITORS 50490 Kuala Lumpur
Tel : 603-2084 9000
Fax: 603-2094 9940
Lee, Ling & Partners

SECRETARIES STOCK EXCHANGE LISTING

Chua Siew Chuan Main Market of the Bursa Malaysia Securities Berhad
(MAICSA 0777689)
SSM PC No. 201908002648
Yeow Sze Min
(MAICSA 7065735)
SSM PC No. 201908003120

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

MANAGEMENT DISCUSSION & ANALYSIS

Our Business
History & Milestone

Ajinomoto (Malaysia) Berhad (“the Company”) was incorporated sixty years ago in 1961 as a distributor of monosodium
glutamate (“MSG”) under the brand, AJI-NO-MOTO®, which was imported from its parent company in Japan. In 1965,
the Company commenced production of MSG and subsequently other food seasoning products at its current factory.
The Company is one of the very first Japanese companies to be set up in Malaysia and has since established itself as a
responsible and reputable food manufacturer and distributor for a variety of food seasoning products that is trusted by
Malaysians for decades. AJI-NO-MOTO® Umami seasoning is an indispensable item in almost every household.

• Establishment of Production
2 (seasonings and food
Commencement of • Launch of “PAL SWEET” production line) factory
Establishment “AJI-NO-MOTO” Launch of “AJI-EKI” Inauguration of Sweetener • Launch of “AJIMATE” Taste
of Ajinomoto plant operation (Hydrolysed Effluent Treatment • Launch of Hydrolysed Enhancing Seasoning
(Malaya) Awarded HALAL Vegetable Protein Management Vegetable Protein (HVP) • Awarded “AJI-NO-MOTO”
Co., Ltd Certification Liquid) (SALAM) Powder Product Certification

1961 1965 1971 1982 1989 1993

1963 1968 1978 1988 1992 1994


Corporate name Company name Launch of Launch of Launch of Launch of
was changed to was changed to “AJI-SHIO” “AJI-PLUS” “AJI-AROMA” “AJI-MIX”
Ajinomoto Ajinomoto Table Topping Blended Flavour Flavour Enhancing Blended
(Malaysia) (Malaysia) Berhad Seasoning Enhancer Seasoning Seasoning
Sdn Bhd as the public
company

2006 2005 2004 2003 2000 1998 1996


Awarded • Launch of Awarded Launch of Launch of “Slim Awarded Launch of
ISO 14001 “VONO” HACCP “TUMIX” Stock Up” Sweetener ISO 9001 “SERI-AJI” Menu
Certification Instant Soup Certification Seasoning Certification Specific
• Launch of Seasoning
“ACTIVA” TG
Series

2008 2010 2011 2012 2014 2017 2019 2020 2021


Awarded Launch of 50th Establishment Establishment Hydrolysed • Launch • Launch • Launch of "Seri-Aji"
OSHAS 18001 “Ajinomoto Anniversary of Chicken of ASEAN Vegetable "Rasa Sifu" "aminoVITAL" Fritter Seasoned
Certification Brand” of Ajinomoto Meat Application Protein (HVP) All in One Jellly Flavoured Flour
Chicken Stock (Malaysia) Powder Plant Centre process Seasoning Drink with • Launch of "Seri-Aji"
Berhad improvement Amino Acids Banana Fritter Flour

3
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

MANAGEMENT DISCUSSION & ANALYSIS


(cont’d.)

Our Policy

As an established and trusted food seasoning company in Malaysia, it is the Company’s policy to consistently develop
and distribute high quality and safe food products that meet customers’ needs and satisfaction, and at the same time
comply with international and local laws and regulations for food manufacturing. This is the Company’s contribution to
the joyful and healthy living of the community and society.

The Company is committed to being an exemplary corporate citizen. We remain steadfast in our effort to conserve the
environment, an integral component of the business ecosystem. As a responsible employer, the Company is committed
to providing a safe and healthy working environment for all its employees.

CERTIFIED TO MS1500:2019 CERTIFIED TO ISO 9001:2015 CERTIFIED TO ISO 14001:2015 CERTIFIED TO ISO 45001:2018 CERTIFIED TO MS 1480:2019
REF. NO.: 1092-02/2004 CERT. NO.: QMS 00504 CERT. NO.: EMS 00368 CERT. NO.: OHS 00302 CERT. NO.: 53-A4-01757
Malaysian Standard on Halal Food Quality Management Systems Environmental Management Systems Occupational Health And Safety Food Safety according to Hazard
General Requirements (“QMS”) (“EMS”) Management Systems Analysis and Critical Control Points
(“OHS”) System
(“HACCP”)
Product Range

Consumer Products

From distributing a single product, namely, AJI-NO-MOTO® Umami seasoning in 1961, the Company today manufactures
and distributes a wide range of seasoning and food products. This includes chicken stock, all-in-one seasoning, menu
seasoning, pepper, sweetener and flavoured drink with amino acids. The Company will continue to expand and improve
its product range with innovative, high quality and convenient products to meet changing consumer behaviour and
needs. In July 2021, the Company launched 2 new variants of its seasoned flour, namely, Seri-Aji® Fried Fritter (Tepung
Goreng Cucur) and Seri-Aji® Banana Fritter (Tepung Goreng Pisang). Seri-Aji® seasoned flour has gained high acceptance
for its quality ingredient and good taste among households. These two new seasoned flour allows the consumer to enjoy
the crispy and delicious fritters with fast and convenient preparation.

Industrial and Food Service Products

The Company manufactures a wide range of taste and flavour enhancing products as well as binders and texture
improvers for the food manufacturing and food industries, which are marketed under the names - TENCHO and ACTIVA®.
These products are widely used in various processed food such as instant noodle, soup, snack, sauce, dairy product,
processed meat and seafood.

M-CHICKEN FB M-SUPER P M-SUPER KMI


M-2000
1kg 1kg 1kg
1kg Cautions : Hygroscopic product. Please store in cool dry place,
away from direct sunlight and aromatic materials.
Cautions : Hygroscopic product. Please store in cool dry place,
Cautions : Hygroscopic product. Please store in cool dry place,
away from direct sunlight and aromatic materials.
away from direct sunlight and aromatic materials.
Cautions : Hygroscopic product. Please store in cool dry place,
away from direct sunlight and aromatic materials. PROD DATE : 07/05/2018
PROD DATE : 07/05/2018 PROD DATE : 07/05/2018
EXP DATE : 06/05/2019
EXP DATE : 06/05/2019 EXP DATE : 06/05/2019
PROD DATE : 07/05/2018 MS1500:2009
LOT NO. : JT8222
MS1500:2009
1092-02/2004 LOT NO. : JT8222 MS1500:2009
LOT NO. : JT8222
1092-02/2004

EXP DATE : 06/05/2019 S/N : 00001


1092-02/2004 S/N : 00001
S/N : 00001 Manufactured by:
Manufactured by:
MS1500:2009
1092-02/2004 LOT NO. : JT8222 AJINOMOTO (MALAYSIA) BERHAD (4295-W)
Manufactured by: AJINOMOTO (MALAYSIA) BERHAD (4295-W)
AJINOMOTO (MALAYSIA) BERHAD (4295-W) Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur, Malaysia.
S/N : 00001 Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur, Malaysia. Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur, Malaysia. Tel: +603-7980 6958 Fax: +603-7980 6817 URL: http://www.ajinomoto.com.my
Manufactured by: Tel: +603-7980 6958 Fax: +603-7980 6817 URL: http://www.ajinomoto.com.my Tel: +603-7980 6958 Fax: +603-7980 6817 URL: http://www.ajinomoto.com.my
AJINOMOTO (MALAYSIA) BERHAD (4295-W)
Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur, Malaysia.
Tel: +603-7980 6958 Fax: +603-7980 6817 URL: http://www.ajinomoto.com.my

TG-SR-MH TG-BW-MH
1kg 1kg
Storage Method : Avoid high temperatures, high humidity and direct sunlight. Storage Method : Avoid high temperatures, high humidity and direct sunlight.

Cautions: * Avoid direct contact with eyes or skin through splashing. Cautions: * Avoid direct contact with eyes or skin through splashing.
* Where necessary, wear such protective items as impermeable * Where necessary, wear such protective items as impermeable
gloves, a dustproof mask and dustproof spectacles. gloves, a dustproof mask and dustproof spectacles.
* Inhalation or contact with the body may trigger an allergic * Inhalation or contact with the body may trigger an allergic
reaction or asthma attack. reaction or asthma attack.
* If contact with eyes or skin results in an abnormal sensation, * If contact with eyes or skin results in an abnormal sensation,
wash away with water. wash away with water.
* If the symptoms are acute, see a doctor. * If the symptoms are acute, see a doctor.
* Product is unstable against oxygen and high temperatures, * Product is unstable against oxygen and high temperatures,
► Packet contain Oxygen Absorber to preserve quality. ► Packet contain Oxygen Absorber to preserve quality.
► Please ensure to open the top (red line) and not the bottom, ► Please ensure to open the top (red line) and not the bottom,
otherwise the Oxygen Absorber will fall out. otherwise the Oxygen Absorber will fall out.
► Once the bag is opened, use all otherwise tightly seal and ► Once the bag is opened, use all otherwise tightly seal and
store in low temperature. store in low temperature.

PROD DATE : 07/05/2018 PROD DATE : 07/05/2018


EXP DATE : 06/05/2019 EXP DATE : 06/05/2019
MS1500:2009
1092-02/2004 LOT NO. : JT8222 MS1500:2009
1092-02/2004 LOT NO. : JT8222
S/N : 00001 S/N : 00001
Manufactured by: Manufactured by:
AJINOMOTO (MALAYSIA) BERHAD (4295-W) AJINOMOTO (MALAYSIA) BERHAD (4295-W)
Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur, Malaysia. Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur, Malaysia.
Tel: +603-7980 6958 Fax: +603-7980 6817 URL: http://www.ajinomoto.com.my Tel: +603-7980 6958 Fax: +603-7980 6817 URL: http://www.ajinomoto.com.my

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

MANAGEMENT DISCUSSION & ANALYSIS


(cont’d.)

Sales Branches & Overseas Market

The Company has 10 branches in Malaysia and 1 sales office in Saudi Arabia.

The Company’s products are well-received by customers in many countries.

South Korea
China Japan
Jordan Kuwait Hong
Qatar Kong
Bahrain
United Taiwan
Saudi Arabia Myanmar
Guatemala Arab India
Vietnam
Yemen Oman Thailand Phillippines
Nigeria Cambodia
Ghana Sri Lanka Brunei
Colombia Singapore

Maldives
Peru Brazil Indonesia

Mauri�us
Australia New Zealand

South Africa

OVERSEAS MARKET
Countries where we export our products to

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

MANAGEMENT DISCUSSION & ANALYSIS


(cont’d.)

Financial Results
Snapshot

Financial Year Ended 31 March 2021 Highlights

NET SALES PROFIT BEFORE TAX TOTAL ASSETS

RM443.1MIL RM61.3MIL RM727.5MIL


EARNINGS PER SHARE RETURN ON EQUITY

76.49SEN 9.08%
ORDINARY DIVIDENDS PER SHARE
(DECLARED)

38.25SEN
Net Sales By Geographical Area (RM Million) Net Sales By Business (RM Million)


Operating Environment

The global economy in 2020 had been challenging as it was severely affected by the COVID-19 pandemic and trade
tensions between certain countries. The Malaysian economy in 2020 was not spared and saw its Gross Domestic Product
("GDP") shrank compared to the previous year.

Financial Review

For the financial year ended 31 March 2021 (“FYE 31.03.2021”), revenue of the Company was RM443.1 million as compared
to the preceding financial year’s revenue of RM461.7 million. The decrease of 4.0% was due to lower sales volume of
AJI-NO-MOTO®, but this was mitigated by increase in the sales volume of Seri-Aji ®, AJI-SHIO® and TENCHO industrial
products. Profit before tax for the FYE 31.03.2021 was RM61.3 million, which was lower by 21.2% as compared to RM77.7
million in the preceding financial year. The decrease in profit before tax was mainly due to lower revenue, higher
advertising expenses, reduction in distribution from investment securities and interest income.
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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

MANAGEMENT DISCUSSION & ANALYSIS


(cont’d.)

Segment Information
Consumer Business

In FYE 31.03.2021, revenue in the Consumer Business segment was RM309.9 million, 7.3% lower than the revenue of RM334.4
million in the preceding year. This was mainly due to the reduction in the demand of AJI-NO-MOTO® in both domestic
and export markets as a result of the movement control actions taken by the Malaysian government and Middle East
local authorities to contain the COVID-19 pandemic. However, this reduction was mitigated by higher revenue from
Seri-Aji ® menu specific seasonings and AJI-SHIO® table topping seasonings in line with the increased in home cooking in
the domestic market. Profit decreased from RM40.8 million in the preceding financial year to RM29.3 million due to lower
revenue and higher advertising expenses.

Industrial Business

Revenue grew by 4.6% from RM127.3 million in the preceding financial year to RM133.2 million in the current financial
year. This was mainly contributed by higher sales volume of TENCHO industrial products. Profit for the segment was RM28.1
million which was almost similar to the preceding financial year’s profit of RM28.2 million.

Financial Condition
As at FYE 31.03.2021, Total Assets and Total Net Assets were greater than that of the preceding financial year.

Net cash generated from operating activities for the current financial year was RM73.3 million against that of RM67.7
million in the preceding financial year due to the improvement in working capital management. Net cash used for
investing activities was RM135.5 million as compared to RM32.1 million in the preceding financial year. This was mainly for
the capital expenditure incurred in the new factory construction and manufacturing facilities. Cash inflow for financing
activities was RM68.5 million as compared to the cash outflow of RM29.6 million in the preceding financial year subsequent
to the draw down of RM100 million from the Islamic i-Financing facility which was secured during the financial year to
partially fund the new factory construction and manufacturing facilities set up.

Dividend
The Board of Directors continue to maintain the policy of stable and sustainable dividend payout to shareholders. The
Directors, as announced by the Company on 17 August 2021, declared a first and final single-tier dividend of 38.25 sen
per ordinary share in respect of FYE 31.03.2021 to be paid on 22 October 2021.

The Company’s Preventive Measures during the COVID-19 Pandemic


The Company is committed to providing a safe and healthy working environment for all its employees. It has, for example,
implemented the Work Style Innovation (“WSI”) offering employees greater work flexibility which is part of our initiative to
reduce the number of employees working in the premise at any one time. This is also the Government’s current Standard
Operating Procedure (“SOP”) for businesses to have a percentage of their employees work from home during the
pandemic. Since the pandemic was declared, the Company has enforced strict hygiene practices and provided personal
protective gear and equipment to its employees including face mask and hand sanitiser at the work place. The Company
also implemented measures to monitor the health of employees including conducting COVID-19 antigen screening. The
Company also set up a quarantine hostel for its infected employees to manage the risk of contagion. All the measures
implemented by the Company to contain the spread of the virus is supported through education and communication to
employees on staying safe from COVID-19 by an Occupational Health Doctor appointed by the Company.

Operational Risk
(1) Operating Environment Risks

Exchange Rate Fluctuations

Fluctuations in the exchange rate between the Malaysian Ringgit and USD have significant impact on the Company’s
export sales and costs of imported raw materials which are priced in USD.

Unforeseen Adverse Economic or Political Factors

The Company conducts business locally and globally. It is therefore exposed to unforeseen economic, political and
legal impediments that may impact its operations and performance.

Price Fluctuations for Raw Materials and Fuels

Prices of certain raw materials and energy resources used by the Company fluctuate according to market conditions.
These will impact on the manufacturing costs and the Company’s profitability.
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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

MANAGEMENT DISCUSSION & ANALYSIS


(cont’d.)

(2) Risks Related to Business Activities

Food Safety Matters

Food safety is a key foundation on which the Company’s business is built. We accept that there may be unforeseen
issues affecting food safety which are beyond the Company’s control and may have an adverse impact on the
Company’s business results.

Laws and Regulations, Litigation, etc.

The Company complies with the laws, rules and regulations of Malaysia and the countries that the Company exports
its products to and purchases its raw materials from. However, the Company recognises that new legal requirements
may be introduced that cannot currently be foreseen and addressed immediately. The Company’s operations and
business results may therefore be impacted.

Outlook
The COVID-19 pandemic has led to a dramatic loss of human lives and livelihoods worldwide and presents an
unprecedented challenge to public health, food systems and the world of work. The economic and social disruption
caused by the pandemic is devastating and unprecedented. Malaysia’s economic growth is expected to remain
stagnant in the coming year against a challenging local and global economic outlook. The Company ensures the
availability of resources for uninterrupted operations, whilst complying with relevant laws, regulations and guidelines of
the Local and Federal Governments and continues to improve operational efficiency to stay competitive and deliver
products and services that fulfill needs and expectations of consumers and customers.

For the Consumer Business segment, the Company continues to strengthen the Corporate Message of "Eat Well, Live Well."
with AJI-NO-MOTO® by promoting healthy meals and emphasising nutritional benefits of vegetables and reduction of
sodium intake, and encouraging active lifestyle with aminoVITAL® to support individual sports training. The Company will
strive to expand the sales of other seasoning products such as TUMIX®, Seri-Aji ®, AJI-SHIO®, RASA SIFU™ by strengthening
its distribution coverage and promoting through social media and e-commerce.

As a responsible corporate citizen, the Company continues to engage in social activities to support the needy especially
during this challenging time caused by the COVID-19 pandemic. The Company donated its products and other essentials
to underprivileged households through collaboration with the Malaysian Red Crescent Society and charity homes;
including cash donation to Yayasan Food Bank Malaysia. Recognising the sacrifices of front-liners in combatting the
COVID-19 virus, the Company distributed bubur lambuk at hospitals and police stations during Ramadhan.

For the Industrial Business segment, the Company will continue to leverage on specialty technologies from our parent
company to become one of the “solution-providing group of companies for food and health issues” and expand the
sales of our TENCHO and ACTIVA® products to both the food manufacturing and food service industries.

With reference to the announcement made by the Company on 13 August 2019 on the investment to construct a new
plant and its main office in Techpark@Enstek, Bandar Baru Enstek, Negeri Sembilan, the Company is pleased to inform the
new plant and main office are designed with Silver Green Building Index ("GBI") rating and meet ‘Standard A’ regulations
for the wastewater effluent discharge. Currently, the construction progress has reached 99%. The next phase will entail
setting up of facilities and installation of machineries and equipment. Barring any unforeseen circumstances, the new
plant and main office are expected to be completed and equipped by first half of year 2022. Using state-of-the-art
technology, automation and digitalisation, the new plant together with its designed of conducive and work friendly
environment, is set to increase productivity, efficiency and optimise operations for the future growth and sustainability
of the Company. Techpark@Enstek, a Halal Hub, was chosen as the ideal site to underpin the Company’s status as a
certified and established halal food manufacturer. The new plant will strengthen the Company’s unique development
and production functions in supplying halal-compliant products and specialty ingredients. It will maintain the “White List”
recognition (the highest recognition from JAKIM) to provide added value to the local community and further expand the
export of halal food products to ASEAN and global Islamic countries. It is the Company’s aim to become a Global Halal
Production and Specialty Ingredients Centre to meet the increasing demand for halal food seasonings and products
both locally and globally.

Since its founding, the Ajinomoto Group has consistently engaged in initiatives to help resolve social issues through
its business. By creating shared value with society and local communities, the Company’s economic value has been
improved, thus, leading to the Group’s and Company’s future growth. These initiatives have been named as The
Ajinomoto Group Creating Shared Value ("ASV').
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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

DIRECTOR’S PROFILE

Tan Sri Dato’ (Dr.) Teo Chiang Liang


Chairman, Independent Non-Executive Director
70 ,Malaysian, Male

Tan Sri Dato’ (Dr.) Teo was appointed to the Board of Ajinomoto
(Malaysia) Berhad on 28 June 2001 as Independent Non-Executive
Director. On 4 June 2020, he was appointed as Chairman of
Ajinomoto (Malaysia) Berhad. At the same time Tan Sri Teo was re-
designated as a member of the Audit Committee from his previous
position as the Chairman, and as the Chairman of the Remuneration
Committee from his previous position as a committee member. He
is also a member of the Nomination Committee. He attended all
five (5) Board meetings held in the financial year.

Tan Sri Teo graduated with a Bachelor of Arts (Honours) degree in


Business Studies and M.Sc in Management & Administration from
the United Kingdom. He obtained his training from The Chartered
Bank and Pillar Naco Ltd in UK. Since I975, he joined and served as
a Director of the See Hoy Chan Holdings Group, a well diversified
group of companies with its core businesses in real estate
investment and property development. In 1990, he was awarded
the Certificate in General Insurance by The Malaysian Insurance
Institute and appointed as Principal Officer for See Hoy Chan
(Malaysia) Sdn. Bhd.’s Insurance Agency business.

Tan Sri Teo was elected Secretary General of the Malaysian


Association of Private Colleges & Universities from 1997 to 2003 and
is currently its Vice-President. He was appointed as a member of
the MSC Education Advisory Panel in 1998. He is also a Life Member
of the Malaysian Red Crescent Society. In 1998, The Nottingham
Trent University in UK appointed Tan Sri Teo as Professor of the
University and awarded an honorary degree of Doctor of Business
Administration to him in 2001. In 2006, he was elected as an Exco
member of the Malaysian Crime Prevention Foundation.

Tan Sri Teo does not hold directorships in any other public company
and listed issuer. He has no conflict of interest with the Company
or any family relationship with any other Director or shareholder of
the Company. He has neither been convicted for any offences
within the past five (5) years other than for traffic offences, if any,
nor received any public sanction or penalty imposed by regulatory
bodies during the financial year.

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

DIRECTOR’S PROFILE
(cont’d.)

Mr. Koay was appointed to the Board of Ajinomoto (Malaysia) Berhad on


15 November 2007. He was re-designated as the Chairman of the Audit Committee
from his previous position as a member of the Audit Committee on 4 June 2020.
He was also re-designated as a member of the Nomination Committee from
his previous position as the Chairman of the Nomination Committee on 4 June
2020. Besides, he was appointed as a member of the Remuneration Committee
on 4 June 2020. He is also the Senior Independent Director of the Company. He
attended all five (5) Board meetings held in the financial year.

He holds a Master in Business Administration from University of Strathclyde, United


Kingdom (UK). He is a fellow member of the Chartered Institute of Management
Accountants (CIMA), UK, fellow member of the Australian Certified Practicing
Accountants (CPA Australia), Chartered Accountant (CA) of the Malaysian
Institute of Accountants (MIA) and Chartered Global Management Accountant
(CGMA) and member of the SOCSO Appellate Board (JRKS) of Ministry of Human
Resources Malaysia.

He is currently the Group Finance Director of a public company listed on the Main
Market of Bursa Malaysia Securities Berhad (“Bursa Securities”). He also sits on
the Board of JF Technology Berhad, a public company listed on the ACE Market
of Bursa Securities, Tashin Holdings Berhad, a public company listed on the ACE
Market of Bursa Securities and Eksons Corporation Berhad, a public company
listed on the Main Market of Bursa Securities.

He has no conflict of interest with the Company or any family relationship with any
Koay Kah Ee other Director or shareholder of the Company. He has neither been convicted for
Independent Non-Executive any offences within the past five (5) years other than for traffic offences, if any,
Director nor received any public sanction or penalty imposed by regulatory bodies during
62, Malaysian, Male the financial year.

Mr. Abe was appointed as Managing Director/Chief Executive Officer of Ajinomoto


(Malaysia) Berhad on 1 July 2020. He attended all three (3) Board meetings held
since his appointment to the Board. He is not a member of any Board Committee.

Mr. Abe graduated from Tohoku University with a Bachelor Degree in Arts & Letters
in March 1992.

He joined Ajinomoto Co., Inc. Japan in 1992 and began his career with the Tokyo
Branch and has held various positions in Japan and overseas within the Ajinomoto
Group of Companies.

He does not hold directorships in any other public company and listed issuer. He has
no conflict of interest with the Company or any family relationship with any other
Director or shareholder of the Company. He has also neither been convicted for
any offences within the past five (5) years other than for traffic offences, if any, nor
received any public sanction or penalty imposed by regulatory bodies during the
financial year.

Tomoharu Abe
Managing Director,
Chief Executive Officer
53, Japanese, Male

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

DIRECTOR’S PROFILE
(cont’d.)

Mr. Sasaki was appointed to the Board of Ajinomoto (Malaysia) Berhad on


1 July 2019. He attended all five (5) Board meetings held in the financial year. He
is not a member of any Board Committee.

Mr. Sasaki graduated with a Bachelor of Social Sciences Degree from the Faculty
of Social Sciences, Hitotsubashi University, Japan in year 2000.

He joined Ajinomoto Co., Inc. Japan in 2000 and began his career with the Tokyo
Branch and has held various positions in Japan within the Ajinomoto Group of
Companies, with almost 15 years in the areas of finance, treasury, accounting
and tax.

He does not hold directorships in any other public company and listed issuer. He
has no conflict of interest with the Company or any family relationship with any
other Director or shareholder of the Company. He has also neither been convicted
for any offences within the past five (5) years other than for traffic offences, if any,
nor received any public sanction or penalty imposed by regulatory bodies during
the financial year.

Shunsuke Sasaki
Executive Director,
Chief Finance Officer
43, Japanese, Male

Mr. Aw was appointed to the Board of Ajinomoto (Malaysia) Berhad on 10 August


2010. He was re-designated as the Chairman of the Nomination Committee from
his previous position as a member of the Nomination Committee on 4 June 2020.
He is also a member of the Audit Committee and Remuneration Committee. He
attended all five (5) Board meetings held in the financial year.

Mr. Aw holds a Bachelor of Law (Hons) degree from the University of Hull, North
Humberside, England and a Barrister-at-Law (Middle Temple) from the University of
Westminster, London, England.

He was a partner of Mazlan & Associates from 2003 to 2015 and has over 19 years
of working experience as an advocate and solicitor.

He also sits on the Board of Perusahaan Sadur Timah Malaysia (Perstima) Berhad
and Gets Global Berhad, which are public companies listed on the Main Market of
Bursa Malaysia Securities Berhad.

He has no conflict of interest with the Company or any family relationship with any
other Director or shareholder of the Company. He has neither been convicted for
any offences within the past five (5) years other than for traffic offences, if any, nor
received any public sanction or penalty imposed by regulatory bodies during the
financial year. Dominic Aw Kian-Wee
Independent Non-Executive
Director
50, Malaysian, Male

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

DIRECTOR’S PROFILE
(cont’d.)

En. Kamarudin was appointed to the Board of Ajinomoto (Malaysia) Berhad on


1 June 2012. He attended all five (5) Board meetings held in the financial year. He is
not a member of any Board Committee.

En. Kamarudin graduated with a Degree in Food Science and Technology from
University Putra of Malaysia in 1986.

He joined the Technical Department of Ajinomoto (Malaysia) Berhad in 1987. Over


the years he moved up the corporate ladder and served under various capacities.

He does not hold directorships in any other public company and listed issuer. He has
no conflict of interest with the Company or any family relationship with any other
Director or shareholder of the Company. He has also neither been convicted for
any offences within the past five (5) years other than for traffic offences, if any, nor
received any public sanction or penalty imposed by regulatory bodies during the
financial year.

Kamarudin bin Rasid


Executive Director
60, Malaysian, Male

En. Azhan was appointed to the Board of Ajinomoto (Malaysia) Berhad on


15 September 2018. He attended all five (5) Board meetings held in the financial
year. He is not a member of any Board Committee.

He graduated from University Putra Malaysia with a Bachelor of Food Science and
Technology in 1990.

He joined the Production Department of Ajinomoto (Malaysia) Berhad in February


1991 and over the years, he moved up the corporate ladder and served under
various capacities.

He does not hold directorships in any other public company and listed issuer. He has
no conflict of interest with the Company or any family relationship with any other
Director or shareholder of the Company. He has also neither been convicted for
any offences within the past five (5) years other than for traffic offences, if any, nor
received any public sanction or penalty imposed by regulatory bodies during the
financial year.

Azhan Bin Mohamed


Executive Director
57, Malaysian, Male

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

DIRECTOR’S PROFILE
(cont’d.)

Puan Norani Binti Sulaiman was appointed to the Board of Ajinomoto (Malaysia)
Berhad on 1 July 2020. She attended all three (3) Board meetings held since her
appointment to the Board. She is also a member of the Audit Committee and
Nomination Committee.

Puan Norani holds a B.Sc. (Hons) Communications Engineering degree from


the University of Kent, Canterbury, Kent, England. She started her career in
Communications Engineering with Jabatan Telekom Malaysia in 1979. She then
continued her career in 1984 with the Private sector and joined two Multinational
companies established in Malaysia, serving each company for 10 years. She has
also served as a Consultant / Mentor in the largest Aquaculture company in Saudi
Arabia. She is now an Associate Consultant at Vigorous Vision (M) Sdn Bhd. Her
career in the Public and Private sector in Engineering & Sales / Marketing gained
her valuable experience.

She does not hold directorships in any other public company and listed issuer. She
has no conflict of interest with the Company or any family relationship with any
other Director or shareholder of the Company. She has also neither been convicted
for any offences within the past five (5) years other than for traffic offences, if any,
nor received any public sanction or penalty imposed by regulatory bodies during
the financial year.
Norani Binti Sulaiman
Independent Non-Executive
Director
65, Malaysian, Female

Ms. Fujimoto was appointed to the Board of Ajinomoto (Malaysia) Berhad on 1 July
2021 and hence, she did not attend any of the Board meetings held in the financial
year. She is not a member of any Board Committee.

Ms. Fujimoto graduated with a Bachelor of Arts from the Faculty of Letters and
Education, Geography, Ochanomizu University in March 1994.

She joined Ajinomoto Co., Inc., Japan in 1994 and began her career with the Sales
Group for Food Service in the Fukuoka branch and has held various positions in
Japan within the Ajinomoto Group of Companies.

She does not hold directorships in any other public company and listed issuer. She
has no conflict of interest with the Company or any family relationship with any
other Director or shareholder of the Company. She has also neither been convicted
for any offences within the past five (5) years other than for traffic offences, if any,
nor received any public sanction or penalty imposed by regulatory bodies during
the financial year.

Noriko Fujimoto
Executive Director
49, Japanese, Female

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

DIRECTOR’S PROFILE
(cont’d.)

Mr. Sato was appointed to the Board of Ajinomoto (Malaysia) Berhad on 1 July 2021
and hence, he did not attend any of the Board meetings held in the financial year.
He is not a member of any Board Committee.

Mr. Sato graduated from Sophia University with a Master Degree in Mechanical
Engineering in March 1997.

He joined Ajinomoto Co., Inc., Japan in 1997 and began his career with the
Technology and Engineering Laboratories and has held various positions in Japan
and overseas within the Ajinomoto Group of Companies.

He does not hold directorships in any other public company and listed issuer. He has
no conflict of interest with the Company or any family relationship with any other
Director or shareholder of the Company. He has also neither been convicted for
any offences within the past five (5) years other than for traffic offences, if any, nor
received any public sanction or penalty imposed by regulatory bodies during the
financial year.

Takahiro Sato
Executive Director
48, Japanese, Male

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Board of Directors of the Company (“the Board”) recognises the importance of maintaining high standards of
corporate governance within the Company as this would serve to protect shareholders’ value while at the same time
preserving the interests of the Company’s other stakeholders. The Board understands that this is not just through achieving
the desired financial performance but also through being ethical and sustainable.

The Board is committed to its policy of managing the affairs of the Company with transparency, accountability and
integrity by ensuring that a sound framework of best corporate governance practices is in place and thus discharging its
responsibility towards protecting and enhancing long-term shareholders’ value and investors’ interest.

In establishing the Company’s Corporate Governance framework, the Board takes cognizance of the Malaysian Code
on Corporate Governance (“MCCG”) that was issued on 26 April 2017 and as revised on 28 April 2021. An overview
statement on the corporate governance practices of the Company for the financial year ended 31 March 2021 is
appended below. The comprehensive Corporate Governance Report is published on the Company’s website at
www.ajinomoto.com.my.

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

1.0 Board’s Leadership on Objectives and Goals

1.1 The Board is responsible for the leadership and long-term success of the Company and the delivery of sustainable
value to its stakeholders. In discharging its fiduciary duties and leadership functions, the Board is guided by the
Board Charter, which outlines the duties and responsibilities of the Board, matters reserved for the Board as well as
those which the Board may delegate to the Board Committees, Managing Director (“MD”)/Chief Executive Officer
(“CEO”) and Management.

The Board has reserved a formal schedule of matters for its decision making to ensure that direction and control
of the Company are firmly in its hands. It has set the strategic direction of the Company, exercised oversight on
Management and set the appropriate tone at the top, while providing thought leadership and championing good
governance and ethical practices throughout the Company.

All the Directors of the Company has objectively discharged their fiduciary duties and responsibilities at all times in
the best interests of the Company to oversee the conduct, business activities and development of the Company.
The Board evaluates and determines the training needs of its Directors annually and encourages the Directors to
attend various professional training programmes necessary to keep abreast on issues and challenges arising from the
changing business environment within which the Company operates.

During the financial year ended 31 March 2021, all Directors complied with Paragraph 15.08 of the Bursa Malaysia
Securities Berhad (“Bursa Securities”) Main Market Listing Requirements (“Main LR”) and attended training
programmes as follows:-

Name of Director Training/courses attended

Tan Sri Dato’ (Dr.) Teo Chiang Liang • Lean Leadership

Tomoharu Abe • Mandatory Accreditation Programme


(appointed w.e.f. 1 July 2020) • Lean Leadership

Shunsuke Sasaki • Lean Leadership

Koay Kah Ee • BDO: Malaysian Tax enforcement environment 2020


• BDO Restructuring Options & Legal Updates
• BURSA -Technical Briefing, recent developments in
Listing Requirements
• 2021 Budget and Tax updates
• Lean Leadership
• Environmental, Social, and Governance (ESG): What
Matters to You

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE GOVERNANCE OVERVIEW STATEMENT


(cont’d.)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d.)

1.0 Board’s Leadership on Objectives and Goals (cont’d.)

Name of Director Training/courses attended

Dominic Aw Kian-Wee • Lean Leadership


• Corporate Liability

Dato’ Setia Ramli bin Mahmud • Lean Leadership


(resigned w.e.f. 31 March 2021)

Norani binti Sulaiman • Mandatory Accreditation Programme


(appointed w.e.f. 1 July 2020) • Lean Leadership

Kamarudin bin Rasid • Lean Leadership

Hiroki Suzuki • Lean Leadership


(resigned w.e.f. 30 June 2021)

Miki Moriyama • Lean Leadership


(resigned w.e.f. 30 June 2021)

Azhan bin Mohamed • Lean Leadership

As Takahiro Sato and Noriko Fujimoto were only appointed as Directors of the Company on 1 July 2021, there is no
disclosure of their training above.

The Board with the assistance of NC, reviews the training programmes for the Board annually. The Board had
approved an in-house training programme entitled ‘Lean Leadership’ for the Board and Senior Management and it
was conducted on 24 March 2021.

The Board had five (5) Board Meetings during the financial year ended 31 March 2021.

To enable the Board to discharge its responsibilities in meeting the goals and objectives of the Company, the Board
has, amongst others–

• promoted good corporate governance culture within the Company which reinforces ethical, prudent and
professional conduct;
• reviewed, challenged and decided on Management’s proposals for the Company, and monitor its
implementation;
• ensured that the strategic plan of the Company supports long-term value creation and includes strategies on
economic, environmental and social considerations underpinning sustainability;
• assessed Management performance;
• ensured there is a sound framework for internal controls and risk management;
• recognised the principal risks of the Company’s business and that business decisions involve the taking of
appropriate risks;
• set the risk appetite within which the Board expects Management to operate and ensured that there is an
appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant
financial and non-financial risks;
• ensured that senior management has the necessary skills and experience, and measures are in place to provide
for the orderly succession of Board and senior management;
• ensured that the Company has in place procedures to enable effective communication with shareholders and
stakeholders; and
• ensured the integrity of the Company’s financial and non-financial reporting.

16
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE GOVERNANCE OVERVIEW STATEMENT


(cont’d.)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d.)

1.0 Board’s Leadership on Objectives and Goals (cont’d.)

1.2 The Chairman of the Board has –

• provided leadership for the Board so that the Board can discharge its duties and responsibilities effectively;
• through the Chief Financial Officer (“CFO”) and Company Secretaries, set the Board agenda and ensured that
Board members receive complete and accurate information in a timely manner;
• led Board meetings and discussions;
• encouraged active participation and allowed dissenting views to be freely expressed;
• managed the interface between Board and Management;
• ensured appropriate steps are taken to provide effective communication with stakeholders and that their views
are communicated to the Board; and
• led the Board in establishing and monitoring good corporate governance practices in the Company.

1.3 The positions of the Chairman and MD/CEO are held by two different individuals and each has a clear accepted
division of responsibilities to ensure that there is a balance of power and authority to promote accountability. The
Chairman is responsible for instilling good corporate governance practices and leadership, and for ensuring Board
effectiveness. The Chairman leads the Board in its collective oversight of Management, while the MD/CEO has
the overall responsibilities over the Company’s operating units, organisational effectiveness and implementation of
Board policies and decisions. The distinct and separate roles of the Chairman and MD/CEO are clearly defined in the
Board Charter to ensure that no one individual has unfettered powers of decision-making.

1.4 The Company is supported by two (2) suitably qualified and competent Company Secretaries. Both Company
Secretaries are qualified Chartered Secretaries under Section 235(2)(a) of the Companies Act 2016 registered with
the Companies Commission of Malaysia and are Fellow members of the Malaysian Association of the Institute of
Chartered Secretaries and Administrators (“MAICSA”). The Company Secretaries are external company secretaries
from Securities Services (Holdings) Sdn. Bhd. with vast knowledge and experience from being in public practice and
is supported by a team of competent company secretarial personnel.

The Company Secretaries have –

• together with Management, managed all Board and Board Committee meeting logistics;
• attended and recorded minutes of all Board and Board Committee meetings and facilitated Board
communications either in person or through its representative;
• advised the Board on its roles and responsibilities;
• facilitated Director training and development;
• advised the Board on corporate disclosures and compliance with Company and Securities Commission’s
regulations and Listing Requirements;
• managed processes pertaining to the Fifty-Ninth Annual General Meeting (“59th AGM”); and
• monitored corporate governance developments and advised the Board on governance practices.

The Company Secretaries have and will continue to constantly keep themselves abreast on matters concerning
company law, the capital market, corporate governance, and other pertinent matters, and with changes in the
regulatory environment, through continuous training and industry updates. They have also attended relevant
continuous professional development programmes as required by MAICSA for practicing Chartered Secretaries.

The Board is satisfied with the performance and support rendered by the Company Secretaries to the Board in the
discharge of its function, duties and responsibilities.

1.5 Meeting materials are circulated to Directors at least five (5) business days in advance of Board/Board Committee
meetings. The Minutes of Board/Board Committee meetings are circulated to the respective Chairman of the
meetings in a timely manner for review before they are confirmed and adopted by members of the Board/Board
Committee at their respective meetings.

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE GOVERNANCE OVERVIEW STATEMENT


(cont’d.)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d.)

2.0 Demarcation of Responsibilities

2.1 The Board has a Board Charter, which is published on the Company’s website at www.ajinomoto.com.my, which was
last updated by the Board on 24 May 2018. The Board Charter clearly sets out the Board’s strategic intent and identifies
the respective roles and responsibilities of the Board, Board Committees, individual Directors, Senior Independent
Director and senior management, as well as issues and decisions reserved for the Board, the Board’s governance
structure and authority, and Terms of Reference of the Board, Board Committees and senior management. This is to
ensure that all Directors and senior management acting on behalf of the Company are aware of their duties and
responsibilities.

As part of its efforts to ensure the effective discharge of its duties, the Board has delegated certain functions and
authorities to three (3) of its Board Committees, namely, Audit Committee (“AC”), Nomination Committee (“NC”),
and Remuneration Committee (“RC”). These Committees are entrusted with specific responsibilities to assist the Board
in overseeing the Company’s affairs, in accordance with their limits of authority and respective Terms of Reference,
which are published on the Company’s website at www.ajinomoto.com.my together with the Board Charter. These
Terms of Reference are reviewed as and when the need arises, and were recently amended to reflect the latest
compliance requirements as a result of changes in the regulatory framework. The Board keeps itself abreast of the
responsibilities delegated to each Board Committee, and matters deliberated at each Board Committee meeting
through the minutes of the Board Committee meetings and reports by the respective Board Committee Chairman,
at Board meetings.

AC

Details on the AC are in the AC Report contained in this Annual Report.

RC

Details on the RC are contained in the Corporate Governance Report.

NC

The NC was established with clearly defined Terms of Reference, and comprises four (4) Non-Executive Directors, all
of whom are independent pursuant to Paragraph 15.08A(1) of the Main LR of the Bursa Securities, during the financial
year ended 31 March 2021 as follows:-

Name Designation Directorship

Dominic Aw Kian-Wee Chairman Independent Non-Executive Director


(re-designated as Chairman w.e.f. 4 June 2020)

General Tan Sri (Dr.) Dato’ Paduka Mohamed Member Independent Non-Executive Director
Hashim bin Mohd. Ali (Rtd)
(retired w.e.f. 4 June 2020)

Tan Sri Dato’ (Dr.) Teo Chiang Liang Member Independent Non-Executive Director

Koay Kah Ee Member Senior Independent Director


(re-designated as a member w.e.f. 4 June 2020)

Dato’ Setia Ramli bin Mahmud Member Independent Non-Executive Director


(resigned w.e.f. 31 March 2021)

Norani binti Sulaiman Member Independent Non-Executive Director


(appointed w.e.f. 1 July 2020)

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE GOVERNANCE OVERVIEW STATEMENT


(cont’d.)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d.)

2.0 Demarcation of Responsibilities (cont’d)

The NC is empowered by the Board to oversee the selection and assessment of Directors to be appointed to ensure
that the Board’s composition and skills meets the needs of the Company, and hence, is tasked with the following
duties and responsibilities:-

• To assess and recommend to the Board, candidates for directorships;


• To recommend to the Board the nominees to fill the seats on Board Committees;
• To review Board and senior management succession plans;
• To review training programmes for the Board annually and facilitate board induction and training programmes
for new members of the Board;
• To assess the effectiveness of the Board and the Committees of the Board as a whole, and each individual
Director;
• To review the term of office and performance of the AC and each of its members annually to determine
whether the AC and members have carried out their duties in accordance with their terms of reference;
• To act in line with the directions of the Board;
• To consider and examine such other matters as the NC considers appropriate; and
• To consider any other matters as defined by the Board.

Activities of the NC

During the financial year ended 31 March 2021, the NC held three (3) meetings to perform the following in the
discharge of its duties and responsibilities: -

• Reviewed the profile and nomination of new Board members;


• Assessed the independence of Independent Directors;
• Reviewed the contribution and performance of each individual Director, the Board as a whole and Board
Committees;
• Reviewed and recommended the re-election and re-appointment of Directors to the Board for recommendation
to the shareholders for approval;
• Reviewed and recommended the retention of Independent Directors to the Board for recommendation to the
shareholders for approval;
• Reviewed the training programmes for the Board; and
• Reviewed the term of office and performance of the AC and each of its members.

In reviewing the profile and nomination of new Board members, the NC takes into consideration the following
criteria:-

• Professional expertise, level of experience, competency and background;


• Time commitment and potential to add value to the Board and the Company as a whole; and
• Promotion of diversity in views and opinions in the Board.

In assessing the performance of the Board, Board Committees and Directors of the Company, the NC takes into
consideration the following:-

• Personal Commitment/Contribution to Interaction


• Understanding of the Company’s Activities
• Compliance to the terms of reference, duties and responsibilities of a director, and of a chairman of the
Company

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE GOVERNANCE OVERVIEW STATEMENT


(cont’d.)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d.)

2.0 Demarcation of Responsibilities (cont’d)

The attendance of Directors who are members of Board committees during the financial year ended 31 March 2021
is set out below:-

Directors NC AC RC

Non-Executive Directors
General Tan Sri (Dr.) Dato’ Paduka Mohamed Hashim bin Mohd. Ali (Rtd) 1/1 1/1 -
(retired w.e.f. 4 June 2020)
Tan Sri Dato’ (Dr.) Teo Chiang Liang 3/3 5/5 2/2
Koay Kah Ee 3/3 5/5 2/2
Dominic Aw Kian-Wee 3/3 5/5 2/2
Dato’ Setia Ramli bin Mahmud 3/3 5/5 2/2
(resigned w.e.f. 31 March 2021)
Norani binti Sulaiman 1/1 3/3 Not member
(appointed w.e.f. 1 July 2020)

3.0 Good Business Conduct and Healthy Corporate Culture

3.1 The Board is committed in maintaining a corporate culture that engenders ethical conduct. The Board has formalised
ethical standards by adopting a Code of Conduct, which summarises what the Company must endeavour to
do proactively in order to increase corporate value, and which describes the areas in daily activities that require
caution in order to minimise any risks that may occur. The Company’s Code of Conduct covers ethical behaviour
in all aspects of the Company’s business operations, which includes areas concerning provision of safe, high-quality
products and services, social contribution activities, conservation of the environment, respect for human rights and
ensuring of workplace safety, responsibilities to shareholders, fair and transparent transactions and protection and
management of Company’s assets and information.

The said Code of Conduct is published on the Company’s website at www.ajinomoto.com.my.

Employees are made aware that relevant disciplinary actions will be taken for unethical behaviour and gross
misconduct.

3.2 The Board has put in place a whistleblowing policy, which is revised/updated as and when required, to encourage its
employees to report genuine concerns in relation to breach of any legal obligation (including negligence, criminal
activity, breach of contract and breach of the law), miscarriage of justice, danger to health and safety or to the
environment and the cover-up of any of these in the workplace. The whistleblowing policy of the Company provides
guidance on the appropriate communication and feedback channels to facilitate whistleblowing.

The said whistleblowing policy is published on the Company’s website at www.ajinomoto.com.my.

4.0 Board’s Objectivity

4.1 Since the commencement of the financial year ended 31 March 2021 up until the retirement of General Tan Sri (Dr.)
Dato’ Paduka Mohamed Hashim bin Mohd. Ali (Rtd) (“Tan Sri Hashim”) on 4 June 2020, the Board comprised six
(6) Executive Directors and five (5) Independent Non-Executive Directors, which reduced to four (4) Independent
Non-Executive Directors upon Tan Sri Hashim’s retirement. This composition of six (6) Executive Directors and five
(5) Independent Non-Executive Directors was reinstated upon the appointment of Puan Norani Sulaiman as an
Independent Non-Executive Director of the Company on 1 July 2020 up until 31 March 2021.

The composition of the Board complies with Paragraph 15.02 of the Main LR, which stipulates that the Company must
ensure that at least two (2) Directors or 1/3 of the Board, whichever is the higher, are Independent Directors.

Although slightly less than half of the Board comprises Independent Directors, the Board is of the view that having
five (5) Independent Non-Executive Directors on the Board provides adequate check and balance of power and
authority and is able to support independent deliberation of the Board and sufficiently enable it to discharge its
duties objectively. Further, as the Chairman of the Board is independent, the Chairman of the Board provides the
strong leadership necessary to marshal the Board’s priorities objectively.
20
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE GOVERNANCE OVERVIEW STATEMENT


(cont’d.)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d.)

4.0 Board’s Objectivity (cont’d)

4.2 During the financial year ended 31 March 2021, in line with the MCCG, the Board sought shareholders’ approval
for the retention of its Directors who have served more than a cumulative term of nine (9) years as Independent
Directors in accordance with the recommendations of the MCCG. Tan Sri Dato’ (Dr.) Teo Chiang Liang and Mr. Koay
Kah Ee, the Independent Directors of the Company who had each served the Board for a cumulative term of more
than twelve (12) years, were retained as Independent Directors through a two-tier voting process at the 59th AGM
of the Company held on 28 September 2020. Mr. Dominic Aw Kian-Wee and Dato’ Setia Ramli bin Mahmud, who
each served the Board for a cumulative term of more than nine (9) years but not more than twelve (12) years, were
retained as Independent Directors through the usual non-two-tier voting process during the said Meeting.

The NC and the Board had assessed the independence of Tan Sri Dato’ (Dr.) Teo Chiang Liang, Mr. Koay Kah Ee,
Mr. Dominic Aw Kian-Wee and Dato’ Setia Ramli bin Mahmud, and had recommended that they be retained as
Independent Directors of the Company as they continue to bring independent and objective judgement to Board
deliberations and continue to meet the following criteria for independence in discharging their roles and functions
as Independent Directors of the Company:-

• fulfilled the criteria under the definition of Independent Director pursuant to the Paragraph 1.01 of the Main LR;
• not been involved in any business or other relationship which could hinder the exercise of independent
judgement, objectivity or his ability to act in the best interests of the Company;
• no potential conflict of interest, whether business or non-business related with the Company;
• not established or maintained any significant personal or social relationship, whether direct or indirect, with the
MD/CEO and Executive Directors, major shareholders or Management of the Company (including their family
members) other than normal engagements and interactions on a professional level consistent with his duties
and expected of him to carry out his duties as an independent director; and
• not derived any remuneration and other benefits apart from Directors’ fees and hospitalisation and surgical
coverage that are approved by shareholders.

4.3 The Board has not adopted a policy which limits the tenure of its Independent Directors to nine (9) years.

4.4 The Board is supportive of the Board and senior management composition diversity recommendation promoted
by the MCCG in order to offer greater depth and breadth to Board discussions and constructive debates at senior
management level.

The Directors and senior management are recruited based on objective criteria, merit and with due regard for
diversity in skills, experience, age, cultural background and gender.

The Board appoints its members through a formal and transparent selection process. The new appointees will be
considered and evaluated by the NC and the NC will then recommend the candidates to be approved and
appointed by the Board. The Company Secretaries will ensure all appointments are properly documented. This
process was applied for the appointment of Mr. Tomoharu Abe and Puan Norani binti Sulaiman as Directors of the
Company during the financial year ended 31 March 2021.

The Company is an equal opportunity employer and does not practice discrimination of any form, whether based
on age, gender, race and religion, throughout the organisation.

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE GOVERNANCE OVERVIEW STATEMENT


(cont’d.)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d.)

4.0 Board’s Objectivity (cont’d)

4.5 The Board practises non-gender discrimination and endeavours to promote workplace diversity and supports the
representation of women in the composition of Board and senior management positions of the Company. The
gender diversity policy of the Board has been incorporated in the Company’s Board Charter.

The Board, assisted by Management, is responsible for developing strategies to meet the objectives of gender
diversity, and monitoring the progress of achieving the objectives through the monitoring, evaluation and reporting
mechanisms. These gender diversity strategies include:-

(a) recruiting from a diverse pool of candidates i.e., from Director’s registry, open advertisement or by the use of
independent search firms for all positions, including senior management;
(b) reviewing succession plans to ensure an appropriate focus on gender diversity;
(c) identifying specific factors to take into account the recruitment and selection processes to encourage gender
diversity;
(d) developing programs to develop a broader pool of skilled and experienced senior management and Board
candidates, including, workplace development programs, mentoring programs and targeted training and
development; and
(e) any other strategies the Board develops from time to time.

Currently, there are two (2) female Directors on the Board namely, Puan Norani binti Sulaiman and Ms. Noriko Fujimoto
after the resignation of Ms. Naoko Yamamoto as the Director of the Company on 30 June 2020. Puan Norani binti
Sulaiman and Ms. Noriko Fujimoto were appointed as the Directors of the Company on 1 July 2020 and 1 July 2021,
respectively.

4.6 Although the Board did not utilise independent sources to identify the new Board members appointed during
the financial year ended 31 March 2021, namely, Mr. Tomoharu Abe and Puan Norani binti Sulaiman, who were
recommended by the major shareholder and the current Board Chairman respectively, Board decisions were still
made objectively in the best interests of the Company taking into account their potential to contribute to the Board.

The Board will consider utilising independent sources to identify suitably qualified candidates when the need arises
in the future.

4.7 From 1 April 2020 to 4 June 2020 of the financial year ended 31 March 2021, the NC was chaired by Mr. Koay Kah
Ee, the Senior Independent Director appointed by the Board. The NC Chairman had led the annual review of Board
effectiveness, ensuring that the performance of each individual Director is independently assessed and will lead the
succession planning and appointment of future Board members.

Presently, the NC is chaired by Mr. Dominic Aw Kian-Wee while Mr. Koay Kah Ee had been re-designated as a
member of the NC. These changes were made effective on 4 June 2020. On 1 July 2020, Puan Norani binti Sulaiman,
an Independent Non-Executive Director was appointed as a member of the NC. On 31 March 2021, Dato’ Setia
Ramli bin Mahmud resigned as a Director of the Company and ceased to be a member of the NC.

5.0 Overall Effectiveness of the Board

5.1 The Board has, through the NC, conducted the following annual assessments in the financial year ended 31 March
2021:-

(i) Directors’ self-assessment;


(ii) Evaluation on the effectiveness of the Board as a whole and Board Committees;
(iii) Assessment of Independent Directors; and
(iv) Review of the term of office and performance of AC and each of its members.

The annual assessment of individual Directors, Board as a whole and Board Committees are based on a comprehensive
assessment system, which commences with the completion of a set of comprehensive Self-Assessment Form
detailing all assessment criteria to be completed by all Directors for evaluation by the NC. Criteria for the self-
assessment includes self-ratings on the Director’s knowledge, support of the mission and goals of the Company, time
commitment, and active participation on the Board.

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE GOVERNANCE OVERVIEW STATEMENT


(cont’d.)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d.)

6.0 Level and Composition of Remuneration

6.1 In view that fair remuneration is crucial to attract, retain and motivate Directors and senior management, the Board
has adopted Policies and Procedures to Determine the Remuneration of Directors and senior management which
takes into account the demands, complexities and performance of the Company as well as skills and experience
required to determine the remuneration of Directors and senior management. The said policies and procedures are
available on the Company’s website at www.ajinomoto.com.my.

6.2 The Board has a RC that assists the Board in implementing its policies and procedures on remuneration, which
includes reviewing and recommending the proposed remuneration packages of the Directors of the Company. The
RC also assists the Board to structure and link Directors’ remuneration to the strategic objectives of the Company,
which rewards contribution to the long-term success of the Company in promoting business stability, sustainability
and growth.

The Terms of Reference of the RC is published on the Company’s website at www.ajinomoto.com.my.

From 1 April 2020 to 4 June 2020 of financial year ended 31 March 2021, the RC was chaired by General Tan Sri (Dr.)
Dato’ Paduka Mohamed Hashim bin Mohd. Ali (Rtd), the Independent Chairman of the Board. Upon the retirement
of General Tan Sri (Dr.) Dato’ Paduka Mohamed Hashim bin Mohd. Ali (Rtd) as a Director on 4 June 2020, Tan Sri
Dato’ (Dr.) Teo Chiang Liang was appointed as the Chairman of the RC. Mr. Koay Kah Ee and Dato’ Setia Ramli
bin Mahmud were also appointed as the members of RC on 4 June 2020. On 31 March 2021, Dato’ Setia Ramli bin
Mahmud resigned as a Director of the Company and ceased to be a member of the RC.

The RC currently consists of all Independent Non-Executive Directors, which is in line with the MCCG.

7.0 Remuneration of Directors and Senior Management

7.1 Remuneration of Directors for the financial year ended 31 March 2021 is as follows:-

Executive Directors

Salaries Defined
Name of and other contribution Benefits
director emoluments Fees* Bonus Gratuity# plan in-kind


Company RM RM RM RM RM RM

Tomoharu Abe 414,579 - 27,458 - - 84,276


(appointed w.e.f. 1 July 2020)


Shunsuke Sasaki 554,467 - 81,906 - - 80,734

Kamarudin bin Rasid 381,041 27,000 109,170 10,800 82,091 8,857

Azhan bin Mohamed 208,880 27,000 54,530 10,800 55,032 10,841

Hiroki Suzuki 611,222 - 81,907 - - 77,329


(resigned w.e.f. 30 June 2021)

Miki Moriyama 595,181 - 81,907 - - 65,135
(resigned w.e.f. 30 June 2021)

Naoko Yamamoto 159,253 - 54,448 - - 29,330
(resigned w.e.f. 30 June 2020)

As Noriko Fujimoto and Takahiro Sato were only appointed as Directors of the Company on 1 July 2021, there is no
disclosure of their remuneration above.

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE GOVERNANCE OVERVIEW STATEMENT


(cont’d.)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d.)

7.0 Remuneration of Directors and Senior Management (cont’d)

Non-Executive Directors

Other Benefits
Name of director Fees* Gratuity# emoluments^ in-kind

Company RM RM RM RM

Tan Sri Dato’ (Dr.) Teo Chiang Liang 82,500 33,000 27,333 -

Koay Kah Ee 43,333 17,333 21,500 -

Dominic Aw Kian-Wee 35,000 14,000 21,500 -

Norani binti Sulaiman 26,250 10,500 10,900 1,702


(appointed w.e.f. 1 July 2020)

Dato’ Setia Ramli bin Mahmud 35,000 14,000 20,900 -
(resigned w.e.f. 31 March 2021)

General Tan Sri (Dr.) Dato’ Paduka 15,000 6,000 12,800 -
Mohamed Hashim bin Mohd. Ali (Rtd)
(retired on 4 June 2020)

* Subject to shareholders’ approval at the 60th AGM of the Company.


# Based on the Company’s current remuneration policy, all Malaysian Directors are entitled to receive gratuity
payment upon their resignation or retirement from office. The Company would make a provision for the gratuity
amounts during the Directors’ term of office, and hence, the above gratuity was provided for in the financial
statements for the current financial year but it has not been paid yet.
^ Meeting, transport allowance and hospitalisation coverage approved by shareholders at the 59th AGM of the
Company.

7.2 The top five (5) senior management’s remuneration component including salary, bonus, benefits in-kind and other
emoluments in bands of RM50,000/-, are as follows:-

Remuneration bands Name of top five (5) senior management

RM500,001-RM550,000 Tomoharu Abe – Managing Director, Chief Executive Officer

RM600,001-RM650,000 Kamarudin bin Rasid – Executive Director, Chief Administration Officer

RM700,001-RM750,000 Miki Moriyama - Executive Director, Chief Supply Chain Officer

Shunsuke Sasaki – Executive Director, Chief Finance Officer

RM750,001-RM800,000 Hiroki Suzuki - Executive Director, Chief Sales and Marketing Officer

7.3 Members of senior management of the Company are also Executive Directors of the Company and their detailed
remuneration are disclosed as above.

24
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE GOVERNANCE OVERVIEW STATEMENT


(cont’d.)

PRINCIPLE B : EFFECTIVE AUDIT AND RISK MANAGEMENT

8.0 Effective and Independent AC

8.1 From 1 April 2020 to 4 June 2020 of the financial year ended 31 March 2021, the Chairman of the AC was Tan Sri
Dato’ (Dr.) Teo Chiang Liang, an Independent Non-Executive Director, while the Chairman of the Board was General
Tan Sri (Dr.) Dato’ Paduka Mohamed Hashim bin Mohd. Ali (Rtd), also an Independent Non-Executive Director. On 1
July 2020, Puan Norani binti Sulaiman, an Independent Non-Executive Director was appointed as a member of the
AC. On 31 March 2021, Dato’ Setia Ramli bin Mahmud resigned as a Director of the Company and ceased to be a
member of the AC.

Following the retirement of General Tan Sri (Dr.) Dato’ Paduka Mohamed Hashim bin Mohd. Ali (Rtd) as a Director
of the Company and Chairman of the Board on 4 June 2020 and upon the appointment of Tan Sri Dato’ (Dr.)
Teo Chiang Liang as the Chairman of the Board, Mr. Koay Kah Ee was appointed as the Chairman of the AC. This
separation of leadership and responsibility ensured that the objectivity of the Board’s review of the AC’s findings and
recommendations are not impaired. This separation is set out clearly in the Terms of Reference of the AC.

During the financial year under review, Tan Sri Dato’ (Dr.) Teo Chiang Liang and subsequently Mr. Koay Kah Ee were
responsible to ensure the overall effectiveness and independence of the AC. Together with other members of the
AC, they had ensured amongst others that -

a. the AC is fully informed about significant matters related to the Company’s audit and its financial statements
and these matters are addressed;

b. the AC appropriately communicates its insights, views and concerns about relevant transactions and events to
Internal and External Auditors;

c. the AC’s concerns on matters that may have an effect on the financial or audit of the Company are
communicated to the External Auditors; and

d. there is co-ordination between Internal and External Auditors.

8.2 Before appointing a former key audit partner of the Company’s External Auditors as a member of the AC, the AC has
adopted the Policies and Procedures to Assess the Suitability, Objectivity and Independence of External Auditors,
that requires a cooling-off period of at least two (2) years to be observed by the former key audit partner of the
Company’s External Auditors before being appointed as a member of the AC. This is to safeguard the independence
of the audit and preparation of the Company’s financial statements.

8.3 In recommending the appointment or re-appointment of the External Auditors to the Board, the AC has established
Policies and Procedures to Assess the Suitability, Objectivity and Independence of External Auditors that consider
amongst others:-

a. the competence, audit quality, experience and resource capacity of the external auditor and its staff assigned
to the audit;
b. the audit firm’s other audit engagements;
c. the adequacy of the scope of the audit plan;
d. the external auditor’s ability to meet deadlines in providing services and responding to issues in a timely manner
as contemplated in the external audit plan;
e. the nature and extent of the non-audit services rendered and the appropriateness of the level of fees; and
f. obtaining written assurance from the external auditors confirming 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.

The assessment to consider the suitability, objectivity and independence of the audit firm is conducted annually. The
AC is of the view that Messrs. Ernst & Young PLT (“EY”), the External Auditors had conducted itself objectively and
independently in carrying out the audit of the Company.

In EY’s reports on its audit plan and audit findings, EY provided its written assurance to the AC that they are, and have
been, independent through the conduct of the audit engagement in accordance with By-Laws of the Malaysian
Institute of Accountants.

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE GOVERNANCE OVERVIEW STATEMENT


(cont’d.)

PRINCIPLE B : EFFECTIVE AUDIT AND RISK MANAGEMENT (cont’d)

8.0 Effective and Independent AC (cont’d)

8.4 The AC comprises solely of Independent Directors in line with Practice 8.4 of the MCCG.

8.5 All members of the AC are financially literate and are able to understand the Company’s business and matters
under the purview of the AC including the financial reporting process. They have continuously applied a critical
and probing view on the Company’s financial reporting process, transactions and other financial information, and
effectively challenged Management’s assertions on the Company’s financials. Any inconsistencies or irregularities
in the financial and operational reports would be questioned to ascertain that the Quarterly Report and the annual
Audited Financial Statements taken as a whole provide a true and fair view of the Company’s financial position and
performance.

All members of the AC have also undertaken and will continue to undertake continuous professional development
to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules as
and when required.

9.0 Risk Management and Internal Control

9.1 The Board is supported by the Risk Management Committee which is guided by the risk framework of Ajinomoto
Co., Inc’s Risk Management Guideline System. The risk management framework serves as a reference for the Risk
Management Committee to identify, assess and monitor the key business risks of the Company in order to safeguard
shareholders’ investment and the Company’s assets.

The Risk Management Committee is chaired by the MD/CEO and includes other key Management staff of the
Company. Periodic Management meetings are conducted to deliberate the risk issues faced by the Company and
the necessary actions to be taken. The MD/CEO presents the risk management report to the Board quarterly for the
Board’s attention.

9.2 The Board via the Risk Management Committee oversees the risk management of the Company. The Risk
Management Committee, with the assistance of the senior management team, assesses the risk tolerance of the
Company, identifies the risk issues faced by the Company and takes appropriate actions to manage the identified
risks within defined parameters.

The Company also engages Internal Auditors to provide independent assessments on the adequacy, efficiency and
effectiveness of the Company’s internal control system. The Internal Auditors reports directly to the AC and internal
audit plans are tabled to the AC for review and approval by the Board to ensure adequate coverage.

The risk management and internal control are ongoing processes, which are undertaken at each department. The
Company will continuously enhance the existing system of risk management and internal control by taking into
consideration the changing business environment.

The review and periodic testing of the Company’s internal control and risk management framework are conducted
as and when required.

Further details on the features of the risk management and internal control framework, and the adequacy and
effectiveness of this framework, are disclosed in the Statement on Risk Management and Internal Control in this
Annual Report.

9.3 The Board did not establish a Risk Management Committee, which comprises a majority of independent directors as
the current Risk Management Committee made up of the senior management team and chaired by the MD/CEO
has managed the risks faced by the Company effectively and in a timely manner.

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE GOVERNANCE OVERVIEW STATEMENT


(cont’d.)

PRINCIPLE B : EFFECTIVE AUDIT AND RISK MANAGEMENT (cont’d)

10.0 Effective Governance, Risk Management and Internal Control Framework

10.1 The internal audit function of the Company is carried out by an outsourced professional service firm that assists the AC
and the Board in managing the risks and establishment of the internal control system and processes of the Company
by providing an independent assessment on the adequacy, efficiency and effectiveness of the Company’s risk
management and internal control system and processes. The Internal Auditors reports directly to both the AC and
the Board.

The Internal Auditors has and will continue to keep abreast with developments in the profession, relevant industry
and regulations.

The internal audit function is independent of the operations of the Company and provides reasonable assurance
that the Company’s system of internal control is satisfactory and operating effectively.

Further details of the internal audit function are set out in the Statement on Risk Management and Internal Control
and the AC Report of this Annual Report.

10.2 The internal audit function is outsourced to Tricor Axcelasia Sdn. Bhd. (formerly known as Axcelasia Columbus Sdn.
Bhd.) and the internal audit staff on the engagement are free from any relationships or conflicts of interest, which
could impair their objectivity and independence.

The staff involved in the internal audit reviews possess professional qualifications and/or a university degree. Certain
staff are members of the Institute of Internal Auditors Malaysia. The Engagement Executive Director is Mr. Chang Ming
Chew (“Mr. Chang”) who has diverse professional experience in internal audit, risk management and corporate
governance advisory. He is a Professional Member of the Institute of Internal Auditors Malaysia, a member of the
Malaysian Institute of Accountants and a member of the Association of Chartered Certified Accountants, United
Kingdom. Mr. Chang is a Certified Internal Auditor (USA) and has a Certification in Risk Management Assurance
(USA).

The internal audit reviews were conducted using a risk-based approach and was guided by the International
Professional Practice Framework (IPPF).

PRINCIPLE C : INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

11.0 Continuous Communication between the Company and Stakeholders

11.1 The Board believes that a constructive and effective investor relationship is essential in enhancing shareholder value.
The Board, in its best efforts, always keeps the shareholders and various stakeholders informed of the Company’s
business and corporate development and ensure that the Company’s communication with them is transparent and
timely. Announcements, news, promotions and all relevant updates are posted on the Company’s website regularly.
Shareholders may also communicate with the Company on investor relation matters by posting their enquiries to the
Company through the Company’s web enquiry form on its website. The Company will endeavour to reply to these
enquiries in the shortest possible time.

11.2 The Company is not categorised as “Large companies” under the MCCG and hence, has not adopted integrated
reporting based on a globally recognised framework.

12.0 Encourage Shareholders Participation at General Meetings

12.1 The Company had provided all shareholders at least twenty-eight (28) days’ notice before the date of the 59th AGM
last year and will give all shareholders at least twenty-eight (28) days’ notice before the date of the 60th AGM this
year.

The Notice of General Meeting provides detailed explanation for the resolutions proposed along with any background
information and reports or recommendation that are relevant, where required and necessary, to enable shareholders
to make informed decisions in exercising their voting rights.

27
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

CORPORATE GOVERNANCE OVERVIEW STATEMENT


(cont’d.)

PRINCIPLE C : INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS (cont’d)

12.0 Encourage Shareholders Participation at General Meetings (cont’d)

12.2 All the Directors of the Company attended the 59th AGM of the Company held on 28 September 2020. During the 59th
AGM, the MD/CEO presented the financial results and the Company’s business strategy for the new financial year,
after which the Chairman invited questions from the shareholders present. The Board responded to the questions
raised during the 59th AGM.

All the Directors of the Company have and will always endeavour to attend all General Meetings and the Chairman
of the AC, NC and RC will provide meaningful response to questions addressed to them.

12.3 In accordance with the Companies Act 2016 and the Company’s Constitution, the Company may convene a
meeting of members at more than one venue using any technology or method that enables the members of the
Company to participate and to exercise the members’ rights to speak and vote at the meeting. The main venue of
the meeting shall be in Malaysia and the Chairman shall be present at the main venue.

In view of the current COVID-19 pandemic, the Company had taken the necessary precautions and preventive
measures in complying with the directives issued by the Ministry of Health Malaysia, the National Security Council,
Ministry of International Trade and Industry and other relevant authorities. These include the option of remote
shareholder and proxy participation at the annual general meeting (“AGM”).

At the Company’s fully virtual 59th AGM held on 28 September 2020, the Company had leveraged on technology to
facilitate remote shareholders’ participation and electronic voting for the conduct of poll on the resolution for the
first time.

The entire AGM proceedings and poll voting were conducted entirely through Securities Services e-Portal. The
Administrative Guide with detailed registration and voting procedures were shared with the shareholders and the
same were also published on the Company’s website.

The Company had conducted its voting on all resolutions at the fully virtual 59th AGM held on 28 September 2020 by
online live polling to provide for remote voting and immediate poll results. The Company had engaged SS E Solutions
Sdn. Bhd. to act as the Poll Administrator to provide the electronic polling services, while Commercial Quest Sdn. Bhd.
was the appointed independent scrutineer to verify the poll results.

The Corporate Governance Overview Statement and the Corporate Governance Report are made in accordance with
a resolution of the Board of Directors passed on 30 July 2021.

28
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

ADDITIONAL COMPLIANCE INFORMATION

1. Utilisation of Proceeds

Not Applicable.

2. Audit and Non-Audit Fees

During the financial year, the amount of audit fees and non-audit fees paid or payable by the Company to the
External Auditors amounted to RM202,500 and RM37,000 respectively.

3. Material Contracts

There are no material contracts entered into by the Company (not being contracts entered into in the ordinary
course of business) involving Directors’ and major shareholders’ interests which were still subsisting, since the end of
the previous financial year.

4. Recurrent Related Party Transactions (“RRPT”) of a Revenue or Trading Nature

The RRPT entered into by the Company during the financial year ended 31 March 2021 were as follows:-

(a) Name of related party : Ajinomoto Group of Companies



(b) Relationship : Ajinomoto Co., Inc. (“AjiCo.”) is the holding company of the Company and has
presence in over 35 countries worldwide through its subsidiaries and affiliated
companies wherein it owns direct and indirect shareholdings. This group of
companies is referred to Ajinomoto Group of Companies.

Tomoharu Abe, Shunsuke Sasaki, Hiroki Suzuki (resigned w.e.f. 30 June 2021) and
Miki Moriyama (resigned w.e.f. 30 June 2021) who are Executive Directors of the
Company, being persons nominated by AjiCo., are deemed interested in the
Proposed Renewal of RRPT Mandate.

(c) Nature of transaction and transacted value:-

1 April 2020 to
31 March 2021
Nature of Transaction RM’000

Commission income 23
Royalties payable (9,617)
Sales 110,707
Purchases (148,827)
Purchases of assets (1,911)
Other expenses (938)
Shared information technology services (2,766)

29
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

STATEMENT OF DIRECTORS’ RESPONSIBILITY


IN RELATION TO THE FINANCIAL STATEMENTS

This statement is prepared as required by the Listing Requirements of Bursa Malaysia Securities Berhad.

The Directors are required to prepare financial statements which give a true and fair view of the state of affairs of the
Company as at the end of the financial year and of its result and cash flow for the year then ended.

The Directors consider that in preparing the financial statements,

- the Company has used appropriate accounting policies and are consistently applied;
- reasonable and prudent judgements and estimates have been made; and
- all applicable approved accounting standards in Malaysia have been followed.

The Directors are responsible for ensuring that the Company maintains accounting records that disclose with reasonable
accuracy the financial position of the Company, and which enable them to ensure that the financial statements comply
with the Companies Act 2016.

The Directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the
assets of the Company, and to prevent and detect fraud and other irregularities.

30
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2021

INTRODUCTION

The Board of Directors (“the Board”) of Ajinomoto (Malaysia) Berhad is pleased to present its Statement on Risk
Management and Internal Control for the financial year ended 31 March 2021, which has been prepared pursuant to
paragraph 15.26(b) of Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements (“Main LR”)
and in accordance with the principles and recommendations relating to risk management and internal controls provided
in the Malaysian Code on Corporate Governance and as guided by the Statement on Risk Management and Internal
Control: Guidelines for Directors of Listed Issuers. The statement below outlines the nature and scope of risk management
and internal control of the Company during the financial year under review.

BOARD RESPONSIBILITY

The Board acknowledges its responsibility and re-affirms its commitment in maintaining a sound system of internal control
to safeguard shareholders’ investments and the Company’s assets as well as reviewing the adequacy and integrity of
the system of internal control. The responsibility of reviewing the adequacy and integrity of the Company’s system of
internal control is delegated to the Audit Committee, which is empowered by its terms of reference to seek assurance on
the adequacy and integrity of the internal control system through independent reviews carried out by the internal audit
function.

However, as there are inherent limitations in any system of internal control, such system put into effect by Management
can only reduce but cannot eliminate all risks that may impede the achievement of the Company’s business objectives.
Therefore, the internal control system can only provide reasonable and not absolute assurance against material
misstatement or loss.

KEY FEATURES OF THE COMPANY’S INTERNAL CONTROL SYSTEM

1. CONTROL ENVIRONMENT

• Organisation Structure and Authorisation Procedures

The Company maintains a formal organisation structure with well-defined delegation of responsibilities and
accountability within the Company’s Senior Management. It sets out the roles and responsibilities, appropriate
authority limits, review and approval procedures in order to enhance the internal control system of the
Company’s various operations.

• Periodic and Annual Budget

The Company has a comprehensive budgeting and forecasting system. The annual business plan and budget
are approved by the Board and the holding Company. Budgetary control is in place for every operation of
the Company, where actual performance is closely monitored against budgets to identify and to address
significant variances.

• Company Policies and Procedures

The Company has documented policies and procedures that are regularly reviewed and updated to ensure
that it maintains its effectiveness and continues to support the Company’s business activities at all times as the
Company continues to grow.

• Human Resource Policy

Comprehensive and rigorous guidelines on employment, performance appraisal, training and retention of
employees are in place to ensure that employees of the Company are well trained and equipped with all the
necessary knowledge, skills and abilities to carry out their responsibility effectively.

• Quality of Product

Quality of product is of prime importance to the Board. Compliance to procedures outlined in ISO9001:2015 and
“Hazard Analysis and Critical Control Point” (HACCP) accreditation to underpin quality assurance and control
are strictly adhered to via regular internal and external quality audits.

31
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL


For The Financial Year Ended 31 March 2021
(cont’d.)

• Regular Operational and Management Meetings

Monthly operational meetings are conducted among Senior Management to discuss and review the business
plans, budgets, financial and operational performances of the Company. Weekly meetings of Heads of
Department are also held to monitor performances. The quarterly financial statements containing key financial
results and comparisons are tabled to the Board for their review.

2. RISK MANAGEMENT FRAMEWORK

The Board acknowledges that the Company’s business activities involve some degree of risks and key management
staff and Heads of Department are responsible for managing identified risks within defined parameters and standards.

The Risk Management Committee which adopts the risk framework from the parent company’s Risk Management
Guideline System is chaired by the Managing Director/Chief Executive Officer and includes other key management
staff of the Company. Identifying, evaluating and managing the significant risks faced by the Company is an ongoing
process which is undertaken at each department. During the year under review, this process was carried out through
periodic management meetings held to communicate and deliberate key issues and risks amongst Management
team members and where appropriate, controls are devised and implemented.

The abovementioned practices/initiatives by the Management serves as the ongoing process used to identify, assess
and manage key business, operation and financial risks faced by the Company.

Significant risks identified are escalated to the Board for their attention by the Managing Director/Chief Executive
Officer of the Company. The Board views the key risks which will have significant impact on the Company’s
results are price increase of key raw materials, fluctuation in foreign currency exchange rates, food safety and
regulatory change. Some of the other significant risks that were brought to the attention of the Board during the
financial year were effects of the COVID-19 pandemic to the business, compliance with Occupational Safety &
Health requirements, unstable supply of packaging materials, short supply of manpower, spread of negative and
incorrect information on the Company and its products in mass media, product quality issue, unstable supply of raw
materials, legal and regulation compliance environmental related issue and interruption of business operations due
to IT malfunctions and natural disaster. All of the risks stated above have been mitigated/solved and are closely
monitored.

In line with the Bursa Securities’ amendments to the Main LR in relation to anti-corruption measures that has taken
effect on 1 June 2020, the Management has taken proactive initiatives not only to ensure compliance but to also
inhibit corrupt practices or actions stemming from within the Company. Control measures that were taken are such
as systematic reviewing and enforcement of Company’s policies, communication of policies through town hall
briefings and the provision of training and workshops to the Company’s staffs.

3. INTERNAL AUDIT FUNCTION

The Company’s internal audit function, which is outsourced to a professional service firm, assists the Board and
the Audit Committee in providing independent assessment of the adequacy, efficiency and effectiveness of the
Company’s internal control system. The Internal Auditor reports directly to the Audit Committee and internal audit
plans are tabled to the Audit Committee for review and approval to ensure adequate coverage.

On a quarterly basis, the results of the internal audit reviews and the recommendations for improvement are
presented to the Audit Committee. In addition, the status of the implementation of corrective actions to address
control weaknesses is also followed up by the internal auditors to ensure that these actions have been satisfactorily
implemented. Senior Management will continue to ensure that appropriate actions are taken to enhance and
strengthen the internal control environment.

Based on the internal audit reviews carried out, none of the weaknesses noted have resulted in any material losses,
contingencies or uncertainties that would require separate disclosure in this annual report.

The costs incurred in maintaining the outsourced internal audit function for the financial year ended 31 March 2021
amounted to RM78,466 (financial year ended 31 March 2020: RM80,346).

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AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL


For The Financial Year Ended 31 March 2021
(cont’d.)

4. REVIEW BY THE BOARD

The Board’s review of risk management and internal control effectiveness is based on information from:-

• Senior Management within the organisation responsible for the development and maintenance of the risk
management and internal control system.

• The work by the internal audit function which submits reports to the Audit Committee together with the
assessment of the internal controls systems relating to key risks and recommendations for improvement.

The Board considered the system of internal controls described in this statement to be satisfactory and the risks to be
at an acceptable level within the context of the Company’s business environment.

5. INFORMATION AND COMMUNICATION

Information critical to the achievement of the Company’s business objectives are communicated through established
reporting lines across the Company. This is to ensure that matters that require the Board and Senior Management’s
attention are highlighted for review, deliberation and decision on a timely basis.

6. REVIEW OF THIS STATEMENT

Pursuant to Paragraph 15.23 of the Main LR, the External Auditors have reviewed this Statement for inclusion in the
2021 Annual Report, and reported to the Board that nothing has come to their attention that causes them to believe
that this Statement is inconsistent with their understanding of the processes adopted by the Board in reviewing the
adequacy and integrity of the system of internal controls.

7. CONCLUSION

The Board has received assurance from the Managing Director/Chief Executive Officer and Chief Finance Officer
that the Company’s risk management and internal control systems are operating adequately and effectively, in
all material aspects, based on the risk management and internal control systems of the Company. There was no
material control failure that would have any material adverse effect on the financial results of the Company for the
year under review and up to the date of issuance of the financial statements.

Moving forward, the Company will continue to enhance the existing systems of risk management and internal
controls, taking into consideration the changing business environment.

The Board is of the view that the Company’s system of internal control is adequate to safeguard shareholders’
investments and the Company’s assets and has not resulted in any material loss, contingency or uncertainty. The
Board has not identified any circumstances which suggest any fundamental deficiencies in the Company’s system of
internal control. However, the Board is also cognisant of the fact that the Company’s system of internal control and
risk management practices must continuously evolve to meet the changing and challenging business environment.
Therefore, the Board will, when necessary, put in place appropriate action plans to further enhance the system of
internal control.

This statement was approved by the Board of Directors on 30 July 2021.

33
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

AUDIT COMMITTEE REPORT

INTRODUCTION

The Board of Directors (“the Board”) of the Company is pleased to present the report of the Audit Committee for the
financial year ended 31 March 2021.

PURPOSE

The Audit Committee assists the Board in carrying out its responsibilities and meeting the corporate governance
requirements. It reviews the quarterly financial information before recommending to the Board for adoption and release
to Bursa Malaysia Securities Berhad (“Bursa Securities”). In addition to this, the Audit Committee reviews the systems of
internal controls which Management and the Board have established, and makes recommendations to Management on
actions to be taken, if any, based on the reports of the independent Internal and External Auditors.

AUTHORITY, DUTIES AND RESPONSIBILITIES

The Audit Committee is governed by its Terms of Reference, which is available at the Company’s website at www.
ajinomoto.com.my.

COMPOSITION OF THE AUDIT COMMITTEE AND ATTENDANCE OF MEMBERS AT MEETINGS

The composition of the Audit Committee and the attendance of the respective members at each Audit Committee
Meeting during the financial year ended 31 March 2021 are as follows:-

Names Designation Directorship Attendance*

Koay Kah Ee Chairman Independent Non-Executive Director 5/5


(re-designated as Chairman w.e.f. 4 June 2020)

Tan Sri Dato’ (Dr.) Teo Chiang Liang
(re-designated as a member w.e.f. 4 June 2020) Member Independent Non-Executive Director 5/5

Dominic Aw Kian-Wee Member Independent Non-Executive Director 5/5

Norani binti Sulaiman Member Independent Non-Executive Director 3/3
(appointed w.e.f. 1 July 2020)

General Tan Sri (Dr.) Dato’ Paduka Member Independent Non-Executive Director 1/1
Mohamed Hashim bin Mohd. Ali (Rtd)
(retired w.e.f. 4 June 2020)

Dato’ Setia Ramli bin Mahmud Member Independent Non-Executive Director 5/5
(resigned w.e.f. 31 March 2021)

* There were five (5) Audit Committee Meetings held during the financial year ended 31 March 2021. The meetings
were held on 4 June 2020, 29 June 2020, 17 August 2020, 24 November 2020 and 25 February 2021.

Presently, the Audit Committee is chaired by Mr. Koay Kah Ee while Tan Sri Dato’ (Dr.) Teo Chiang Liang was re-designated
as a member of the Audit Committee. This took effect upon the appointment of Tan Sri Dato’ (Dr.) Teo Chiang Liang
as the Chairman of the Board in replacement of the retired Chairman of the Board, General Tan Sri (Dr.) Dato’ Paduka
Mohamed Hashim bin Mohd. Ali (Rtd) on 4 June 2020. Puan Norani binti Sulaiman was subsequently appointed as a
member of the Audit Committee on 1 July 2020. On 31 March 2021, Dato’ Setia Ramli bin Mahmud resigned as an
Independent Non-Executive Director of the Company and ceased to be a member of the Audit Committee.

34
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

AUDIT COMMITTEE REPORT


(cont’d.)

Summary of work and discharge of responsibilities of the Audit Committee

During the financial year ended 31 March 2021, the Audit Committee had discharged its functions and carried out its
duties as set out in the Terms of Reference.

The Audit Committee has also met up with the External Auditors without the presence of all the Executive Board members
three (3) times during the financial year, which is beyond the requirement of two (2) times as stipulated in the Audit
Committee’s Terms of Reference, to encourage a greater exchange of free and honest views between both parties.

A summary of the work of the Audit Committee in the discharge of its functions and duties for the financial year and how
it has met its responsibilities during the financial year are as follows:-

1. Financial Results

a) Reviewed the quarterly financial results of the Company focusing particularly on changes in or implementation
of major accounting policy changes, significant and unusual events and compliance with accounting
standards and other legal requirements before recommending them for approval by the Board of Directors for
announcement to Bursa Securities;

b) Reviewed the reports and the audited financial statements of the Company together with the External Auditors
prior to tabling to the Board for approval.

In the review of the annual audited financial statements, the Audit Committee had discussed with Management
and the External Auditors the accounting principles and standards that were applied and their judgement of
the items that may affect the financial statements as well as issues and reservations arising from the statutory
audit.

The Audit Committee had met on the following dates during the financial year to deliberate on the financial reporting
matters:-

Date of Meeting Financial Reporting Statement Reviewed

4 June 2020 • Fourth quarter results for the financial year ended 31 March 2020

29 June 2020 • Audited Financial Statements for the financial year ended 31 March 2020

17 August 2020 • First quarter results for the financial year ended 31 March 2021

24 November 2020 • Second quarter results for the financial year ended 31 March 2021

25 February 2021 • Third quarter results for the financial year ended 31 March 2021

2. External Audit

a) Reviewed and approved the External Auditors’ scope of work, fees, and audit plan for the financial year and
made recommendation to the Board for approval on their remuneration;

b) Reviewed and discussed the External Auditors’ audit report, covering the key audit matters (“KAM”) raised and
areas for concern highlighted in the Management letter, including Management’s response to the concerns
raised by the External Auditors, and evaluation of the system of internal controls;

c) Discussed significant accounting and auditing issues, impact of new or proposed changes in accounting
standards and regulatory requirements;

d) Inquired into the assistance given by the Management to the External Auditors; and

e) Assessed the suitability, objectivity, independence and performance of the External Auditors and made
recommendation to the Board on their re-appointment.

35
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

AUDIT COMMITTEE REPORT


(cont’d.)

During the financial year, the Audit Committee had three (3) private meetings with the External Auditors on 4 June
2020, 29 June 2020 and 25 February 2021 without the presence of the Executive Directors and Management of the
Company to discuss any issues that may have arose from the external audit.

During the audit process in the financial year ended 31 March 2021, the issue related to the revenue recognition
was raised by the Company’s External Auditors as KAM. The audit responses to address the abovesaid issue by the
Company’s External Auditors was set out in the Independent Auditors’ Report (“IAR”). For detailed information on
KAM, please refer to the IAR in this Annual Report.

3. Internal Audit

a) Reviewed and approved the internal audit plan for the financial year and the internal audit fees;

b) Reviewed the internal audit issues, recommendations and the Management responses to rectify and improve
the system of internal control;

c) Monitored the implementation of programmes recommended by Internal Auditors arising from its audits in order
to obtain assurance that all key risks and controls have been fully dealt with; and

d) Reviewed the performance of the Internal Auditors pursuant to Paragraph 15.12(1)(e) of the Bursa Securities’
Main Market Listing Requirements (“Main LR”) and the Terms of Reference of the Audit Committee. The areas
being assessed were:-

• Level of understanding of the Company’s business and the industry in which the Company operates

• Frequency of review to test the effectiveness of the financial, operational, compliance controls and
processes of the Company

• Adequacy of manpower, budget and competency

• Recommendation of action plans to monitor risks and internal controls

4. Related Party Transactions (“RPT”)

a) Reviewed the Recurrent RPT of the Company on a quarterly basis.

b) Reviewed the Circular to Shareholders in relation to the Renewal of Existing Shareholder Mandate for Recurrent
RPT.

5. Other matter

a) Reviewed the Audit Committee Report and Statement on Risk Management and Internal Control for disclosure
in the 2021 Annual Report.

36
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

AUDIT COMMITTEE REPORT


(cont’d.)

Summary of work of the internal audit function

The Company’s internal audit function, which is outsourced to a professional service firm, assists the Board and the Audit
Committee in providing independent assessment of the adequacy, efficiency and effectiveness of the Company’s
internal control system.

A summary of work of the internal audit function for the financial year ended 31 March 2021 is as follows:-

(a) Formulated the internal audit plan and presented the plan for the Audit Committee’s review and approval;

(b) Executed the internal audit reviews covering the following business processes or areas in accordance with the
approved audit plan:-

• Quality management

- Incoming and issuance inspection


- In-process quality control
- Quality issues response and closure
- Monitoring and reporting of quality issues
- Preventive maintenance and repair
- Compliance monitoring and reporting

• Project Management (New Plant Construction)

- Project monitoring and reporting


- Variation order management (design/specification changes)
- Contractor performance monitoring
- Quality inspection and non-compliance report monitoring
- Progress claim management

• Occupational Safety and Health Management

- Safety and health compliance system


- Staff training and awareness
- Fire safety
- Physical security management
- Emergency response and incidents reporting
- Compliance monitoring and reporting

• Branch operations in Johor Bahru and Kuala Lumpur in January 2021 covering the following areas:-

- Inventory management
- Sales proceeds - records maintenance and deposit
- Fixed assets verifications

(c) Based on the audit reviews carried out, reported the results of the audit reviews to the Audit Committee every
quarter. The reports highlighted internal control weaknesses identified and corresponding recommendations for
improvements; and

(d) Followed up on the status of implementation of Management action plans carried out and reported the same to the
Audit Committee.

The internal audit reviews carried out during the financial year ended 31 March 2021 did not reveal weaknesses that have
resulted in any material losses, contingencies or uncertainties that would require separate disclosure in this annual report.

37
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

STATISTICS OF SHAREHOLDINGS
AS AT 23 JULY 2021

Issued Share Capital : RM60,798,534.00


Class of Shares : Ordinary Shares
Voting Rights : One vote per ordinary share

ANALYSIS OF SHAREHOLDINGS

Size of Shareholdings No. of Shareholders % No. of Shares Held %

1 – 99 363 7.30 4,887 0.01


100 – 1,000 2,672 53.75 1,450,802 2.39
1,001 – 10,000 1,651 33.21 5,686,036 9.35
10,001 – 100,000 243 4.89 6,033,966 9.92
100,001 – 3,039,925 (*) 41 0.82 16,994,998 27.95
3,039,926 and above (**) 1 0.02 30,627,845 50.38

TOTAL 4,971 100.00 60,798,534 100.00

Remarks: * Less than 5% of Issued Shares


** 5% and above of Issued Shares

SUBSTANTIAL SHAREHOLDER

The substantial shareholder of Ajinomoto (Malaysia) Berhad and its respective shareholdings based on the Register of
Substantial Shareholders of the Company as at 23 July 2021 is as follows:-

No. of Shares
Direct % Indirect %

Ajinomoto Co., Inc. 30,627,845 50.38 - -

DIRECTORS’ SHAREHOLDINGS

The Directors’ Shareholdings based on the Register of Directors’ Shareholdings of the Company as at 23 July 2021 are as
follows:-

Direct Interest Indirect Interest


Directors No. of Shares Held % No. of Shares Held %

Tan Sri Dato’ (Dr.) Teo Chiang Liang - - 150,000(1) 0.25


Koay Kah Ee - - - -
Tomoharu Abe - - - -
Shunsuke Sasaki - - - -
Dominic Aw Kian-Wee - - - -
Kamarudin bin Rasid - - - -
Azhan bin Mohamed - - - -
Norani binti Sulaiman - - - -
Noriko Fujimoto - - - -
Takahiro Sato - - - -

(1)
Deemed interested by virtue of his and/or persons associated with him who has/have more than 20% equity interest
in Teo Soo Cheng Sdn. Bhd. and See Hoy Chan Holdings Sendirian Berhad respectively.

38
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

STATISTICS OF SHAREHOLDINGS
As At 23 July 2021
(cont’d.)

THIRTY LARGEST SECURITIES ACCOUNT HOLDERS

No. Shareholders No. of Shares %

1. Ajinomoto Co., Inc. 30,627,845 50.38


2. Cartaban Nominees (Asing) Sdn. Bhd. 1,650,000 2.71
BBH and Co. Boston for Fidelity Puritan Trust: Fidelity Series Intrinsic Opportunities Fund
3. Kumpulan Wang Persaraan (Diperbadankan) 1,277,900 2.10
4. Cartaban Nominees (Asing) Sdn. Bhd. 1,250,000 2.06
SSBT Fund F9EX for Fidelity Northstar Fund
5. Chinchoo Investment Sdn. Berhad 1,210,800 1.99
6. Maybank Nominees (Asing) Sdn. Bhd. 1,131,030 1.86
Bank of East Asia (Nominees) Pte Ltd for The Bank of
East Asia Ltd Singapore (A/C 2-970510)
7. Berjaya Sompo Insurance Berhad 1,125,054 1.85
8. Maybank Nominees (Tempatan) Sdn. Bhd. 784,700 1.29
National Trust Fund (IFM Maybank)
9. HSBC Nominees (Asing) Sdn. Bhd. 700,000 1.15
Exempt AN for Credit Suisse (SG BR-TST-ASING)
10. Amanahraya Trustees Berhad 630,200 1.04
Public Strategic Smallcap Fund
11. Tee Teh Sdn. Berhad 564,508 0.93
12. Seah Mok Khoon 475,700 0.78
13. Citigroup Nominees (Tempatan) Sdn. Bhd. 453,900 0.75
Urusharta Jamaah Sdn. Bhd. (Maybank 2)
14. Yong Siew Lee 430,000 0.71
15. Citigroup Nominees (Tempatan) Sdn. Bhd. 383,300 0.63
Employees Provident Fund Board (Aberislamic)
16. Amanahraya Trustees Berhad 381,200 0.63
Public Smallcap Fund
17. Amanahraya Trustees Berhad 338,800 0.56
Public Islamic Emerging Opportunities Fund
18. See Hoy Chan Agencies Sendirian Berhad 338,100 0.56
19. Maybank Nominees (Tempatan) Sdn. Bhd. 294,500 0.48
Exempt AN for Maybank Islamic Asset Management Sdn. Bhd. (Resident)
20. Wong Lok Jee @ Ong Lok Jee 250,000 0.41
21. Yee Fook Leong 234,000 0.38
22. Maybank Securities Nominees (Asing) Sdn. Bhd. 208,138 0.34
Maybank Kim Eng Securities Pte Ltd for Tan Pheck Gee
23. Oh Siew Heong 201,300 0.33
24. Cartaban Nominees (Asing) Sdn. Bhd. 200,000 0.33
SSBT Fund SBG6 for Swedbank Robur Small Cap Emerging Markets
25. Key Development Sdn. Berhad 200,000 0.33
26. Seah Heng Lye 200,000 0.33
27. Amanahraya Trustees Berhad 175,400 0.29
Public Select Treasures Equity Fund
28. HSBC Nominees (Tempatan) Sdn. Bhd. 161,800 0.27
Exempt AN for Credit Suisse (SG BR-TST-TEMP)
29. Eu Lee Chuan Enterprise Sdn. Berhad 160,000 0.26
30. Tay Lee Joo 153,377 0.25

TOTAL 46,191,552 75.97

39
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2021

FINANCIAL HIGHLIGHTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH

2017 2018 2019 2020 2021


RM’000 RM’000 RM’000 RM’000 RM’000

REVENUE 419,917 436,286 447,731 461,689 443,119

PROFIT BEFORE TAXATION 211,469 67,068 72,659 77,747 61,256



NET PROFIT 187,462 56,262 56,581 59,854 46,502

SHAREHOLDERS FUNDS 474,638 437,129 465,335 495,678 512,312

PER SHARE
o GROSS EARNINGS (Sen) 347.8 110.3 119.5 127.9 100.8
o NET EARNINGS (Sen) 308.3 92.5 93.1 98.4 76.5
o NET ASSET (RM) 7.8 7.2 7.7 8.2 8.4

FINANCIAL RATIOS
Return on Asset (%) 35.21% 11.56% 10.61% 10.31% 6.39%
Return on Equity (%) 39.50% 12.87% 12.16% 12.08% 9.08%
Dividend Payout Ratio (%) 50.27% 50.25% 50.50% 50.08% 50.01%
Net Dividend per share (sen) 42.00 46.50 47.00 49.30 38.25
Special Dividend per share (sen) 113.00 - - - -
-

REVENUE NET PROFIT

(RM Millions) (RM Millions)


500 200

400 160

300 120

200 80

100 40

0 0
2017 2018 2019 2020 2021 2017 2018 2019 2020 2021

NET EARNINGS PER SHARE SHAREHOLDERS FUNDS


(Sen) (RM Millions)
350 600

300 500
250
400
200
300
150
200
100

50 100

0 0
2017 2018 2019 2020 2021 2017 2018 2019 2020 2021

40

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