COMPANY OVERVIEW

Timah Resources Limited (“Timah”), incorporated in Australia in 2007, was listed on the National Stock Exchange (“NSX”) in 2008. Subsequently, it was listed on the Australian Securities Exchange (“ASX”) on 16th September 2015. The company focuses on generating energy to meet the needs of society in a sustainable manner.

Timah creates shareholder value through the generation of biogas renewable energy undertaken by its wholly owned Malaysian-based subsidiary, Mistral Engineering Sdn Bhd (“Mistral”).

Mistral is a green technology company that produces green power from Palm Oil Mill Effluent (“POME”).

Mistral owns and operates a Biogas Power Plant of approximately 4.0MW located in Sabah, Malaysia. The Biogas Plant processes the POME from the adjacent palm oil mill and converts it into bio-fuel to generate electricity.

Timah is a subsidiary of Cepatwawasan Group Berhad (“CEPAT”), a Plantation Group listed on the Malaysian Stock Exchange (KLSE: CEPAT). CEPAT has over 30 subsidiary companies incorporated in Malaysia involved in oil palm cultivation, milling, quarrying and power generation, and it owns 10,290 hectares of oil palm plantations in Sabah.

Timah aims to become a leading renewable energy producer in Malaysia, adopting high standards of occupational health and safety, environmental management and ethics.

BOARD OF DIRECTORS

TAN SRI DR MAH KING THIAN
Executive Chairman

Tan Sri Dr Mah King Thian has more than 30 years of experience in oil palm cultivation, milling and construction.

He graduated from Monash University, Australia with a Bachelor of Economics Degree majoring in Accounting in 1986 and a Bachelor of Laws Degree in 1987. He was subsequently admitted and enrolled as an Advocate and Solicitor of the High Court of Malaya in 1988. He is also a Fellow Member of Certified Practising Accountant Australia (FCPA). In 2018, he completed his postgraduate study on oil palm renewable energy businesses and was awarded the degree of Doctor of Philosophy (PhD) by the Liverpool Business School in the United Kingdom.

Tan Sri Dr Mah King Thian is also Managing Director of MHC Plantations Bhd and Executive Chairman of Cepatwawasan Group Berhad, both of which are oil palm plantation corporations listed on the Main Board of Bursa Malaysia.

DATO’ SERI MAH KING SENG
Managing Director

Dato’ Seri Mah King Seng has more than 38 years of experience in oil palm cultivation, milling and construction.

He graduated from University of Minnesota, United States of America with a degree in Agricultural Science in 1978. In 1980, he attended the Palm Oil Mill Engineer/Executive Training course on palm oil mill operations organised by the Malaysian Oil Palm Growers Council. He subsequently obtained his Bachelor of Laws Degree in 1985 from the University of Buckingham, United Kingdom and was admitted and enrolled as an Advocate and Solicitor of the High Court of Malaya in 1990.

He is also the Executive Chairman of MHC Plantations Bhd and Managing Director of Cepatwawasan Group Berhad, both of which are oil palm plantation corporations listed on the Main Board of Bursa Malaysia.

SOONG SWEE KOON
Executive Director & Chief Operating Officer

Soong Swee Koon is a qualified engineer and holds a Malaysian Steam Engineers’ Certificate of Competency (First Grade).

He started his career in power generation with Perak Hydro Electric Power Company (UK firm) in 1974. In the following years, he trained and specialised in power generation, hydro and steam thermal power plants, and field maintenance and workshop overhaul of Cummins Diesel Engines and Generators. From 1980 to 1996, he worked as an oil mill engineer in United Plantations Bhd. The palm oil mill under Mr Soong’s management was the winner of the Award for Best Palm Oil Mill in Malaysia (2nd Place from year 1990- 1995).

From 1996 to 2010, Mr Soong served as senior engineer, technical advisor, project manager and regional consultant to a number of power generation related companies. Mr. Soong joined his current company, MHC Plantations Bhd, in 2010 and is currently its Chief Operating Officer.

JACK TAN
Independent Director

Jack Tan has a Bachelor of Business Administration from the University of Singapore (1973) and a Master of Applied Finance from Macquarie University (1995).

Jack Tan is an investment banker with 40 years’ experience in the capital markets and finance sector in Australia and Malaysia. Jack has been instrumental in project acquisitions, evaluations and valuations, and capital raisings including several public offerings on the ASX.

Jack was a founder director of Norton Goldfields Ltd, Rocklands Richfield Ltd, Orocobre Limited and Vietnam Emerging Capital Limited.

LEE CHONG HOE
Independent Director

Billy Lee graduated from Monash University, Australia with a double degree in Economics (majoring in Accounting) and Law in 1988. After completing his legal practical training course in Leo Cussen Institute of Melbourne, he was admitted to the Supreme Court of Victoria in 1989. He worked in Price Waterhouse Tax Services in Melbourne where he carried out research on the merger of family investment trusts and presented a paper on the Australian Budget 1989. Billy Lee then joined Peat Marwick Tax Services for a year in 1990 and then decided to chamber in Messrs Albar Zulkifly & Yap in Malaysia. Upon admission to the Malaysian Bar, Billy Lee commenced practice in Messrs Oon Kong & Lee in August 1991 and later continued in Messrs Lee Choon Wan & Co in June 1992. He was involved in the listing of a few public listed companies and privatisation projects. In March 1997, he joined Messrs Lee, Perrara & Tan. He is currently a partner at Teh & Lee, Advocates and Solicitors in Malaysia.

DERRICK DE SOUZA
Independent Director

Derrick De Souza has a Bachelor of Accountancy from the University of Singapore (1976) and has successfully completed the Executive Development Year program run jointly by the Institute of Corporate Managers, Secretaries and Administrators and the University of New South Wales (1989). He has also completed the 2 year post graduate diploma in Applied Finance and Investment of the Securities Institute of Australia recognised by the Australian banking and finance industry and the Diploma in Financial Services (Financial Planning) recognised by the financial planning and wealth management industry in Australia. Derrick is an associate member of CPA Australia.

Derrick is a consultant to businesses for the past 15 years and his work experience includes working in various capacities in accounting, Australian and international taxation, auditing, international banking, insurance, mergers and acquisitions, corporate restructuring for stock market listings, valuations and strategic planning and financial advisory. He has worked in banking and finance in Singapore, Malaysia, London, Korea, Hong Kong, and Australia. He advises Asian clients on in-bound Australian investments and Australian clients on out-bound offshore business investments.

From 2006 to 2013 Derrick was the Managing Partner of a midtier Accounting practice in Sydney. He is currently a director of several private and public companies in Australia and has board experience. Derrick is a Registered Tax Agent with the Australian several private and public companies in Australia and has board experience. Derrick is a Registered Tax Agent with the Australian Tax Agents Board and also holds a New South Wales Real Estate Licence.

MAH SIU WEN
Alternate Director

Mr. Mah Siu Wen was appointed as an Alternate Director to Tan Sri Dr. Mah on 20 November 2024. He graduated from the University of Glasgow, United Kingdom (UK), with a BEng in Mechanical Engineering (Honours). Subsequently, he completed an MSc in Engineering with Finance at University College London (UCL), UK, and was admitted to the Institute of Engineers Malaysia (IEM). He began his career in the equity research department of a Singapore-based brokerage before pursuing a Master of IT in Business (Financial Technology & Analytics) at Singapore Management University (SMU), Singapore. Following this, he was offered a scholarship by the University of Melbourne’s School of Engineering, Australia, to complete their Master of Information Systems in one year. He then worked at Deloitte’s Melbourne, Australia, office as part of their operations engineering offering. He left his role as a consultant to join MHC Plantations Berhad and Cepatwawasan Group Berhad as Senior Operations Manager.

Mr. Mah is also the Alternate Director to Tan Sri Dr. Mah in MHC Plantations Berhad and Cepatwawasan Group Berhad, both of which are listed on the Main Market of Bursa Securities Malaysia Berhad.

He is the elder son of Tan Sri Dr. Mah, who is the Executive Chairman of the Company and a substantial shareholder of DMR, which, in turn, is a substantial shareholder of the Company. He is also the grandson of Datin Seri Ooi Ah Thin, who is a Director and substantial shareholder of DMR. He has no conflict of interest with the Company. He has no convictions for offences within the past five (5) years and has not been publicly sanctioned or penalized by relevant regulatory bodies during the financial year ended 31 December 2024.

LI-NA MAH
Alternate Director

LiNa Mah is currently with Cepatwawasan Group Berhad as Management Accountant. She also assists the Managing Director, Dato’ Seri Mah King Seng in management duties.

She initially graduated from the University of Melbourne, Australia with a Bachelor of Commerce majoring in Accounting and Finance in 2010. Thereafter, she joined the Chinese Language Programme in Tsinghua University, Beijing to enhance her fluency in Mandarin. She went on to pursue her second degree, Bachelor of Laws with the University of London and completed with a Upper Second-Class Honours in 2016. She has also recently attended a Agro-Industrial BioGas Training Seminar by International BioGas and BioEnergy Centre of Competence (IBBK) to widen her knowledge on BioGas operation.

LiNa has previously interned with KPMG Malaysia, Forensics Accounting Department in 2009, then proceeded to join the company as an Associate in 2012. During her tenure there, she participated in investigations of financial frauds and was involved in the preparation of the KPMG Fraud Survey report then.

CORPORATE GOVERNANCE

The Board of Directors of Timah is responsible for the corporate governance of Timah including its strategic development.

The ASX Corporate Governance Council outlines 8 core principles of good corporate governance, and provides recommendations as to the implementation of the respective principles. Whilst it is not mandatory to adopt the Council’s recommendations, the Listing Rules of ASX stipulates that a listed entity is required to provide a statement disclosing the extent to which it has adopted the recommendations in the Reporting Period (12 months to 30 June each year) and, if it has not adopted any of the recommendations, to explain why.

This Corporate Governance Statement sets out Timah’s current compliance with the ASX Corporate Governance Council’s 4th edition Corporate Governance Principles and recommendations (Recommendations).

Board Composition

The Board consists of a group of directors which collectively possesses the knowledge and experiences to contribute to the deliberations of the Board, and continuously commits to the principles of sound corporate governance, accountability, transparency and independence. The independent Directors ensure that the Board can bring about quality judgements which are free of bias to all issues. All directors are expected to bring independent views and quality judgments to the Board’s deliberations.

The composition of the Board is determined using the following principles:

  • there shall be at least two non-executive directors;
  • directors shall have a range of expertise encompassing the current and proposed activities of the Company; and
  • procedures for election and retirement of Directors are governed by the Company’s Articles of Association.

The names, skills, experiences, expertise and independence of the directors of the Company in office are set out in the profile of Directors.

ASX Corporate Governance Council (CGC)
Corporate Governance Principles and Recommendations

ASX listing Rule 4.10.3 requires a statement by the consolidated entity disclosing the extent to which the entity has followed the best practice recommendations set by the ASX Corporate Governance Council (“CGC”) during the reporting period.

Company Charters and Policies

CORPORATE DIRECTORY

Timah Resources Limited
ABN 69 123 981 537

ASX Stock Code: TML

Timah Resources Limited, formerly known as Vietnam Emerging Capital Limited, is currently listed on the Australian Securities Exchange.

COMPANY
SECRETARY

Andrew Wallis
E | andwallis@bigpond.com.au
M | 0411 567 157
A | 3 Adey Place, Castle Hill NSW 2154
P | 02 9680 2662
F | 02 9680 9894

REGISTERED
OFFICE

348 Pacific Highway
Crows Nest NSW 2065
Australia
P | +61  418 286 266

COMPANY
LAWYERS

Andrew Flower
FCG LEGAL PTY. LTD. LAWYERS
28 Drummond Street
Carlton, Victoria, 3053
Australia
P | +61 3 8660 4725
F | +61 38660 4701
E | aflower@fmlawyers.com.au

COMPANY
AUDITORS

Stuart H Cameron
K.S. Black & Co.
E |  scameron@ksblack.com.au
A |  Level 1, 251 Elizabeth Street
Sydney NSW 2000
P |  02 8839 3000
F |  02 8839 3055

AUSTRALIA SHARE
REGISTRAR

Boardroom Pty Limited
Level 12, 225 George Street
Sydney NSW 2000

CORPORATE RESPONSIBILITY

Timah is committed to maintaining proper corporate governance. Our core principle in meeting this responsibility is to act honestly, conscientiously and fairly in accordance with the law and in the interests of our Shareholders, employees, and communities. We acknowledge our responsibilities to the communities in which we operate.

Corporate Governance and Ethics

We endeavor to maintain the highest standards of corporate governance and ethics and conduct our business in a fair, honest and ethical manner as described in our code of conduct.

We integrate corporate responsibility into our business strategy and decision making. We measure, monitor and report our governance performance annually.

Our Employees

Our employees are the greatest asset of the company. We support them by providing an inclusive environment that is positive and safe.

We promote a diverse and inclusive workplace as described in our Diversity and Inclusion Policy.

We are committed to ensuring satisfactory health and safety performance.

We comply with applicable national and local labor laws of the countries and communities in which we operate.

Community

We are committed to making a positive impact on the communities in which we operate. We are involved in community based initiatives and we endeavor to create values for both the community and our employees.

We support local businesses, train and employ local community and utilize other local resources wherever we can.

Environment

We are committed to doing business in an environmentally, socially and economically responsible manner. We strive to be innovative within the law and meet the requirements of various stakeholders.

Recognising that the sustainability of the ecosystems is an integral part of sustaining our business, we strive to achieve a sustainable long-term balance between meeting our business goals and preserving the environment. Conservation and preservation of the environment remains our top priority.