Sime Darby AR2013 Lowres

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CHINA

LIBERIA
THAILAND
MALAYSIA
AUSTRALIA
INDONESIA
SINGAPORE
HONG KONG
SOUTH AFRICA
NEW CALEDONIA

Global reach
THE NETHERLANDS
PAPUA NEW GUINEA

Local solutions
UNITED STATES OF AMERICA
CHRISTMAS ISLAND (INDIAN OCEAN)
UNITED KINGDOM
SOLOMON ISLANDS
Annual Report 2013
NEW ZEALAND
SOUTH KOREA
MALDIVES
GERMANY
VIETNAM
CANADA
MACAU
BRUNEI
JAPAN
INDIA
Sime Darby Berhad | Annual Report 2013 3

COVER
RATIONALE

Global Reach
Local Solutions

Sime Darby’s five core businesses are spread across five


continents, supported by a workforce of over 100,000
employees. The wealth of its talent across the world
produces local solutions that ensure sustainability and
success for the Company and its stakeholders. Sime
Darby is committed to developing sustainable futures
across all its operations and believes that it is local
expertise, shaped by a common vision, which makes it
a global company.
4 Sime Darby Berhad | Annual Report 2013

ABOUT
SIME DARBY
Sime Darby is a Malaysia-based diversified multinational
involved in key growth sectors, namely, plantation, industrial
equipment, motors, property, energy & utilities and
healthcare. Founded in 1910, its business divisions seek to
create positive benefits in the economy, environment and
society where it has a presence.
Sime Darby is committed to building a sustainable future
for all its stakeholders. It is one of the largest companies on
Bursa Malaysia with a market capitalisation of RM57.6 billion
(USD 17.4 billion) as at 30 June 2013.

www.simedarby.com
Sime Darby Berhad | Annual Report 2013 5
6 Sime Darby Berhad | Annual Report 2013

MISSION VALUES
Sime Darby is committed to Integrity
developing a winning portfolio Uphold high levels of personal and
of sustainable businesses professional values in all our business
We subscribe to good interactions and decisions
corporate governance and high
Respect and Responsibility
ethical values
Respect for the individuals we
We continuously strive to interact with and the environments
deliver superior financial that we operate in (internally and
returns through operational externally) and commitment to being
excellence and high responsible in all our actions
performance standards
We provide the environment Excellence
for our people to realise their Stretch the horizons of growth for
full potential ourselves, our businesses and our
people through our unwavering
ambition to achieve outstanding
personal and business results

Enterprise
Seek and seize opportunities with
speed and agility, challenging set
boundaries

VISION

To be a leading
multinational corporation
delivering sustainable value
to all stakeholders
Sime Darby Berhad | Annual Report 2013 7

CONTENTS
9 Notice of Annual General Meeting 106 Operations Review

14 Five-Year Financial Summary 106 Plantation

20 Group Financial Review 126 Industrial

24 Statement of Value Added 134 Motors

26 Share Price Movement & Financial Calendar 140 Property

27 Corporate Information 150 Energy & Utilities

28 Group Structure 158 Healthcare

33 Profile of Directors 163 Other Businesses

42 Management Team Profile 164 Corporate Responsibility

50 Report on the Governance & Audit Committee 176 Awards and Corporate Diary

57 Statement on Corporate Governance 182 Statement on Directors’ Responsibility

83
Statement on Risk Management and 183 Reports & Financial Statements
Internal Control

Investor Relations and Shareholders’ 356 Analysis of Shareholdings


89 Communication
359 Additional Compliance Information
92 Chairman’s Message
362 Global Business Presence
100 President & Group Chief Executive’s Review
364 Properties of the Group

385 Form of Proxy


8 Sime Darby Berhad | Annual Report 2013
Sime Darby Berhad | Annual Report 2013 9

NOTICE OF ANNUAL
GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Seventh Annual General Meeting of Sime Darby Berhad will be held at the Grand
Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia, on Thursday,
21 November 2013 at 10.00 a.m. for the following purposes:

AS ORDINARY BUSINESS
1. To receive the Audited Financial Statements for the financial year ended 30 June 2013 together
with the Reports of the Directors and the Auditors thereon.
Please refer to Explanatory Note 1
2. To declare a final single tier dividend of 27 sen per ordinary share for the financial year ended
30 June 2013.
Please refer to Explanatory Note 2 (Resolution 1)
3. To approve the annual remuneration for the Non-Executive Directors as disclosed in the Audited
Financial Statements for the financial year ended 30 June 2013.
Please refer to Explanatory Note 3 (Resolution 2)
4. To re-appoint Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin as a Director of the Company
and to hold office until the conclusion of the next Annual General Meeting pursuant to Section
129(6) of the Companies Act, 1965.
Please refer to Explanatory Note 4 (Resolution 3)
5. To re-elect the following Directors who retire pursuant to Article 104 of the Articles of
Association of the Company and who have offered themselves for election:
i. Dato’ Abdul Ghani Othman (Resolution 4)
ii. Tan Sri Dato’ Sri Dr Wan Abdul Aziz Wan Abdullah (Resolution 5)
iii. Ir Dr Muhamad Fuad Abdullah (Resolution 6)
Please refer to Explanatory Note 5
6. To re-elect the following Directors who retire pursuant to Article 99 of the Articles of Association
of the Company and who have offered themselves for re-election:
i. Tan Sri Dato’ Sri Hamad Kama Piah Che Othman (Resolution 7)
ii. Tan Sri Datuk Dr Yusof Basiran (Resolution 8)
iii. Datuk Zaiton Mohd Hassan (Resolution 9)
Please refer to Explanatory Note 6
7. To re-appoint PricewaterhouseCoopers as Auditors of the Company for the financial year ending
30 June 2014, and to authorise the Directors to fix their remuneration.
Please refer to Explanatory Note 7 (Resolution 10)
AS SPECIAL BUSINESS
8. To consider and, if thought fit, pass the following Ordinary Resolutions:
i. Authority to Allot and Issue Shares pursuant to Section 132D of the Companies Act, 1965
“THAT, subject always to the Companies Act, 1965 (Act), the Articles of Association of the
Company, other applicable laws, guidelines, rules and regulations, and the approvals of the
relevant governmental/regulatory authorities, the Directors be and are hereby authorised,
pursuant to Section 132D of the Act, to allot and issue shares in the Company to any person other
than a Director or major shareholder of the Company or person connected with any Director or
major shareholder of the Company, at any time until the conclusion of the next Annual General
Meeting (AGM) and upon such terms and conditions and for such purposes as the Directors may,
in their absolute discretion deem fit, provided that the aggregate number of shares to be issued
does not exceed ten percent (10%) of the issued and paid-up share capital of the Company for
the time being AND THAT the Directors be and are also empowered to obtain the approval from
Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so
issued AND FURTHER THAT such authority shall commence immediately upon the passing of this
Resolution and continue to be in force until the conclusion of the next AGM of the Company.” (Resolution 11)
Sime Darby Berhad | Annual Report 2013
10
NOTICE OF ANNUAL GENERAL MEETING

ii. Proposed Renewal of Shareholders’ Mandate for Existing Recurrent Related Party Transactions
and Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transactions
of a Revenue or Trading Nature
“THAT, subject always to the Companies Act, 1965, the Articles of Association of the Company,
other applicable laws, guidelines, rules and regulations, and the approvals of the relevant
governmental/regulatory authorities, approval be and is hereby given to the Company
and/or its subsidiary companies to enter into all arrangements and/or transactions involving the
interests of the Related Parties as specified in Section 2.4 of the Circular to Shareholders dated
30 October 2013, provided that such arrangements and/or transactions are:
i. recurrent transactions of a revenue or trading nature;
ii. necessary for the day-to-day operations;
iii. carried out in the ordinary course of business on normal commercial terms which are not
more favourable to the Related Parties than those generally available to the public; and
iv. not detrimental to the minority shareholders of the Company
(the Mandate);
AND THAT the Mandate, shall continue in force until:
i. the conclusion of the next Annual General Meeting (AGM) of the Company following this
AGM, at which time the Mandate will lapse, unless by an ordinary resolution passed at that
meeting, the Mandate is renewed; or
ii. the expiration of the period within which the next AGM is required to be held pursuant
to Section 143(1) of the Act, (but shall not extend to such extensions as may be allowed
pursuant to Section 143(2) of the Act); or
iii. the Mandate is revoked or varied by ordinary resolution passed by the shareholders of the
Company in general meeting,
whichever is the earliest;
AND THAT the Directors of the Company be authorised to complete and do all such acts and
things (including executing all such documents as may be required) as they may consider
expedient or necessary to give effect to the Mandate.” (Resolution 12)
iii. Proposed Grant to Muhammad Ali Nuruddin pursuant to the Performance-Based Employee
Share Scheme for the Eligible Employee (including Executive Directors) of Sime Darby Berhad
and Its Subsidiaries (excluding subsidiaries which are dormant) (Scheme)
“THAT pursuant to the Scheme as approved by the shareholders at the Extraordinary General
Meeting held on 8 November 2012, authority be and is hereby given to the Board of Directors
of the Company to, at any time and from time to time, cause/procure the offering and allocation
to Muhammad Ali Nuruddin, an eligible employee of the Company under the Scheme, of up
to 400,000 ordinary shares in the Company (Sime Darby Shares) which will be vested in him at
a future date and to procure the transfer of such number of Sime Darby Shares to him, all in
accordance with the By-Laws of the Scheme.” (Resolution 13)
9. To transact any other business for which due notice shall have been given in accordance with the
Articles of Association of the Company and the Companies Act, 1965.

By Order of the Board

Norzilah Megawati Abdul Rahman


Kuala Lumpur, Malaysia (LS 0009247)
30 October 2013 Group Secretary
Sime Darby Berhad | Annual Report 2013
11
NOTICE OF ANNUAL GENERAL MEETING

Notes:
1. A Member entitled to attend and vote at the Meeting is entitled to appoint not more than two (2) proxies to attend
and vote on his/her behalf. Where a Member appoints more than one (1) proxy, the appointment shall be invalid
unless he/she specifies the proportion of his/her shareholdings to be represented by each proxy. A proxy may, but
need not, be a Member. A Member may appoint any person to be his/her proxy without any restriction as to the
qualification of such person and the provisions of Sections 149(1)(a) and 149(1)(b) of the Companies Act, 1965 (Act)
shall not apply to the Company.
2. Where a Member of the Company is an Authorised Nominee as defined under the Securities Industry (Central
Depositories) Act 1991, he/she may appoint not more than two (2) proxies in respect of each Securities Account
he/she holds with ordinary shares of the Company standing to the credit of the said Securities Account.
3. Where a Member of the Company is an Exempt Authorised Nominee as defined under the Securities Industry (Central
Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one (1) Securities
Account (Omnibus Account), there is no limit to the number of proxies which the Exempt Authorised Nominee may
appoint in respect of each Omnibus Account it holds PROVIDED THAT each beneficial owner of ordinary shares, or
where the ordinary shares are held on behalf of joint beneficial owners, such joint beneficial owners, shall only be
entitled to instruct the Exempt Authorised Nominee to appoint not more than two (2) proxies to attend and vote at a
general meeting of the Company instead of the beneficial owner or joint beneficial owners.
4. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
5. The instrument appointing a proxy shall be in writing signed by the appointor or his/her attorney duly authorised
in writing or, if the appointor is a corporation, either under its common seal or signed by an officer or attorney so
authorised.
6. The Form of Proxy and the Power of Attorney or other authority, if any, under which it is signed or a notarially certified
copy of that power or authority, must be deposited at the office of the Share Registrar of the Company, Tricor Investor
Services Sdn Bhd at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur,
Malaysia, not less than forty-eight (48) hours before the time fixed for the Meeting or any adjournment thereof.
7. Only members registered in the Record of Depositors as at 12 November 2013 shall be eligible to attend, speak and
vote at the Annual General Meeting (AGM) or appoint proxy(ies) to attend, speak and/or vote on their behalf.

Explanatory Note 1
Audited Financial Statements for the financial year ended 30 June 2013
This Agenda item is meant for discussion only as the provision of Section 169(1) of the Act does not require the audited
financial statements to be formally approved by the shareholders. As such, this item is not put forward for voting.
Explanatory Note 2
Declaration of a Final Single Tier Dividend
In accordance with Article 126 of the Company’s Articles of Association, the Board is recommending that the shareholders
approve the payment of the final single tier dividend. Pursuant to paragraph 8.26 of the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad (MMLR), the final single tier dividend, if approved, will be paid no later than three
(3) months from the date of shareholders’ approval. The Book Closure date will be announced by the Company after the
Seventh AGM.
Explanatory Note 3
Payment of Annual Remuneration for the Non-Executive Directors for the financial year ended 30 June 2013
In accordance with Article 79(1) of the Company’s Articles of Association, the Board is recommending that the shareholders
approve the payment of the annual remuneration to the Non-Executive Directors as disclosed in the Audited Financial
Statements for the financial year ended 30 June 2013.
The annual remuneration will be paid to the Non-Executive Directors who held office during the financial year ended
30 June 2013 upon the approval of the shareholders at the Seventh AGM of the Company.
Explanatory Note 4
Re-appointment of Director pursuant to Section 129(6) of the Companies Act, 1965
The re-appointment of Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin who has attained the age of 73 years as a Director
of the Company to hold office until the conclusion of the next AGM, shall take effect if the proposed Resolution 3 is
passed by a majority of not less than three-fourths (3/4) of such members as being entitled to vote in person or by proxy
at the Seventh AGM of the Company.
Sime Darby Berhad | Annual Report 2013
12
NOTICE OF ANNUAL GENERAL MEETING

Explanatory Note 5
Re-election of Directors
Article 104 stipulates that new Directors appointed by the Board shall hold office until the conclusion of the next AGM
of the Company and shall be eligible for re-election.
The Board has conducted an independence assessment on its Independent Directors guided by the definition of
“Independent Director” as prescribed by the MMLR. An assessment of the independence of Ir Dr Muhamad Fuad Abdullah,
an Independent Director of the Company, who was appointed during the financial year, was accordingly undertaken.
Explanatory Note 6
Articles 99 and 100 expressly state that at every AGM, at least one-third of the Directors for the time being shall retire
from office. In addition, all Directors shall retire from office at least once every three (3) years. A retiring Director shall
be eligible for re-election.
Explanatory Note 7
Re-appointment of Auditors
Pursuant to Sections 172(2) and 172(16) of the Companies Act, 1965, the shareholders are required to approve the
re-appointment of Auditors who shall hold office until the conclusion of the next AGM and to authorise the Directors
to determine their remuneration thereof. The present Auditors, Messrs PricewaterhouseCoopers (PwC), have indicated
their willingness to continue their services for another year. The Governance & Audit Committee and the Board have
considered the re-appointment of PwC as Auditors of the Company and have collectively agreed that PwC has met the
relevant criteria prescribed by Paragraph 15.21 of the MMLR.

EXPLANATORY NOTES ON SPECIAL BUSINESS


1. Authority to Allot and Issue Shares pursuant to Section 132D of the Companies Act, 1965
The proposed Resolution 11 is to seek a renewal of the general mandate obtained from the shareholders of the
Company at the Sixth AGM of the Company held on 8 November 2012 and which will lapse at the conclusion of the
forthcoming AGM to be held on 21 November 2013.
The general mandate, if passed, will provide flexibility for the Company and empower the Directors to allot and issue
new shares in the Company for any fund raising activities, including but not limited to placing of shares, working
capital and/or funding of strategic development of the Group. The renewal of the general mandate is sought to
provide flexibility and avoid any delay arising from and cost in convening a general meeting to obtain approval of the
shareholders for such issuance of shares, up to an amount not exceeding in total 10% of the issued and paid-up share
capital of the Company, as the Directors consider appropriate in the best interest of the Company. The authority,
unless revoked or varied by the Company at a general meeting, will expire at the next AGM of the Company.
The Company has not issued any new share pursuant to Section 132D of the Act under the general mandate which was
approved at the Sixth AGM of the Company.
2. Proposed Renewal of Shareholders’ Mandate for Existing Recurrent Related Party Transactions and Proposed New
Shareholders’ Mandate for Additional Recurrent Related Party Transactions of a Revenue or Trading Nature
The proposed Resolution 12, if passed, will enable the Company and/or its subsidiary companies to enter into
recurrent transactions involving the interests of the Related Parties, which are of a revenue or trading nature and
necessary for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course
of business on terms not more favourable than those generally available to the public and are not detrimental to the
minority shareholders of the Company.
Detailed information on the Proposed Renewal of Shareholders’ Mandate and Proposed New Shareholders’ Mandate
is set out in Section 2.4 of the Circular to Shareholders relating to the matter dispatched together with the Company’s
2013 Annual Report.
3. Proposed Grant of up to 400,000 Ordinary Shares in the Company pursuant to the Performance-Based Employee
Share Scheme for the Eligible Employees (including Executive Directors) of Sime Darby Berhad and Its Subsidiaries
(excluding subsidiaries which are dormant) (Scheme) to Muhammad Ali Nuruddin
The establishment of the Scheme was approved by shareholders at the Extraordinary General Meeting of the Company
held on 8 November 2012.
The proposed Resolution 13, if passed, will enable the Company to grant to Muhammad Ali Nuruddin, an eligible
employee of the Company under the Scheme, up to 400,000 Sime Darby Shares under the Scheme. Muhammad Ali
Nuruddin is the brother-in-law of Dato’ Azmi Mohd Ali, the Company’s Non-Independent Non-Executive Director.
The number of Sime Darby Shares proposed to be granted to Muhammad Ali Nuruddin will be determined by the Long
Term Incentive Plan Committee established to administer the Scheme in accordance with the By-Laws as approved
by the shareholders of the Company.
Sime Darby Berhad | Annual Report 2013
13
NOTICE OF ANNUAL GENERAL MEETING

Dato’ Azmi Mohd Ali has abstained and will continue to abstain from voting and/or deliberating on the entitlement
of Muhammad Ali Nuruddin under the Scheme at the relevant Board Meetings of the Company and will also abstain
from voting and/or deliberating in respect of his direct and/or indirect shareholdings in the Company (if any) on the
resolution pertaining to Muhammad Ali Nuruddin’s entitlement under the Scheme at the Company’s AGM to be
convened. Dato’ Azmi Mohd Ali has also undertaken to ensure that all persons connected to him will abstain from
voting and/or deliberating in respect of their direct and/or indirect shareholdings in the Company (if any) on the
resolution pertaining to Muhammad Ali Nuruddin’s entitlement under the Scheme at the Company’s AGM to be
convened.

STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING


Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad:
1. Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin is standing for re-appointment under Section 129(6) of the
Companies Act, 1965.
2. The Directors who are retiring pursuant to Article 104 of the Articles of Association of the Company and seeking
re-election are:
i. Dato’ Abdul Ghani Othman
ii. Tan Sri Dato’ Sri Dr Wan Abdul Aziz Wan Abdullah
iii. Ir Dr Muhamad Fuad Abdullah
3. The Directors who are retiring pursuant to Article 99 of the Articles of Association of the Company and seeking
re-election are:
i. Tan Sri Dato’ Sri Hamad Kama Piah Che Othman
ii. Tan Sri Datuk Dr Yusof Basiran
iii. Datuk Zaiton Mohd Hassan
The profiles of the above Directors are set out in the section entitled “Profile of Directors” on pages 33 to 41 of the
Company’s 2013 Annual Report. Their shareholdings in the Company are set out in the section entitled “Analysis of
Shareholdings” on page 356.
14 Sime Darby Berhad | Annual Report 2013

FIVE-YEAR FINANCIAL SUMMARY


Financial Year Ended 30 June (RM million) 2013 2012 2011 2010 2009
Results
Revenue 46,812.3 47,254.5 41,540.1 32,217.5 28,655.9
Profit before tax 4,462.2 5,694.5 5,422.8 2,796.6 3,114.9
Tax expense (983.0) (1,301.7) (1,592.5) (900.7) (664.7)
Profit from continuing operations 3,479.2 4,392.8 3,830.3 1,895.9 2,450.2
Profit/(loss) from discontinued operations 352.4 (46.4) 17.6 (1,041.1) (109.4)
Profit for the year 3,831.6 4,346.4 3,847.9 854.8 2,340.8
Non-controlling interests (131.0) (196.2) (183.4) (128.0) (60.7)
Profit attributable to owners of the Company 3,700.6 4,150.2 3,664.5 726.8 2,280.1
Equity and liabilities
Share capital 3,004.7 3,004.7 3,004.7 3,004.7 3,004.7
Reserves 24,091.6 23,011.4 21,025.6 17,445.4 18,380.1
Shareholders’ equity 27,096.3 26,016.1 24,030.3 20,450.1 21,384.8
Non-controlling interests 884.8 873.8 787.2 680.8 621.0
Total equity 27,981.1 26,889.9 24,817.5 21,130.9 22,005.8
Non-current liabilities 9,332.8 4,912.6 4,857.7 5,106.4 2,826.8
Current liabilities 11,053.9 16,348.7 13,168.7 11,340.3 10,607.3
Liabilities associated with assets held for sale 90.3 – 22.3 – –
Total equity and liabilities 48,458.1 48,151.2 42,866.2 37,577.6 35,439.9
Assets
Property, plant and equipment 14,096.4 14,003.7 12,656.1 12,245.7 10,730.7
Biological assets 2,498.5 2,417.1 2,429.7 2,417.5 2,323.3
Prepaid lease rentals 1,141.1 1,115.9 1,044.1 1,152.6 1,111.5
Investment properties 633.4 374.8 407.2 435.6 361.1
Land held for property development 864.2 835.2 893.7 674.1 605.2
Jointly controlled entities 1,295.8 284.1 295.5 215.9 530.9
Associates 1,585.8 1,492.4 685.8 625.5 607.1
Investments 118.7 111.8 125.5 155.1 220.0
Other non-current assets 3,023.4 2,461.3 1,093.6 1,037.3 932.5
Current assets 23,070.4 25,012.7 22,449.0 18,607.8 17,959.1
Non-current assets held for sale 130.4 42.2 786.0 10.5 58.5
Total assets 48,458.1 48,151.2 42,866.2 37,577.6 35,439.9
Financial statistics
Earnings per share (sen)
- basic 61.58 69.06 60.98 12.09 37.94
- diluted 61.57 69.06 60.98 12.09 37.94
Net dividend per share (sen) 34.00 35.00 30.00 10.00 19.00
Net assets per share attributable to owners
of the Company (RM) 4.51 4.33 4.00 3.40 3.56
Return on average shareholders’ equity (%) 13.93 16.59 16.48 3.47 10.59
Dividend cover (times) 1.81 1.97 2.03 1.21 2.00
Debt to equity ratio (times) 0.36 0.37 0.29 0.36 0.26
Debt to capital ratio (times) 0.27 0.27 0.22 0.27 0.20
Debt/Earnings before interest, tax,
depreciation and amortisation (EBITDA)1
(times) 1.71 1.41 1.09 1.88 1.41
The comparatives have been restated following the re-presentation of the Healthcare business under discontinued operations.
1 EBITDA excludes share of results of jointly controlled entities and associates
Sime Darby Berhad | Annual Report 2013
15
FIVE-YEAR FINANCIAL SUMMARY

GROUP PERFORMANCE

RM million
50,000 46,812.3
41,540.1
47,254.5
40,000

30,000 32,217.5
28,655.9 Revenue *
20,000 Profit Before
Interest and Tax *
5,901.4
5,575.7 Profit Attributable to
6,000 4,782.2
Owners of the Company
2,954.2 3,202.2
4,000 * Excludes discontinued operations

4,150.2
2,000 3,700.6 3,664.5 726.8
2,280.1
0
2013 2012 2011 2010 2009 Year

KEY FINANCIAL STATISTICS


4.51
61.58 34.00
69.06 35.00 4.33
60.98 30.00 4.00
12.09 10.00 3.40
37.94 19.00 3.56

Basic Earnings Net Dividend Per Net Assets Per Share


Per Share (Sen) Share (Sen) Attributable to Owners
of the Company (RM)

13.93 0.36
1.81
16.59 1.97 0.37
16.48 2.03 0.29
3.47 1.21 0.36
10.59 2.00 0.26

2013

2012

2011

2010

2009
Return On Average Dividend Cover Debt to Equity Ratio
Shareholders’ Equity (%) (times) (times)
Sime Darby Berhad | Annual Report 2013
16
FIVE-YEAR FINANCIAL SUMMARY

SEGMENT REVENUE 2013


(RM million)
2012

2011

2010

2009

17,265.6
11,672.1 14,058.9 16,597.0
14,126.4 13,168.5
14,818.0
13,167.9 10,271.1 10,098.3
10,857.7 8,312.6 7,510.3
10,657.9 7,870.1

PLANTATION INDUSTRIAL MOTORS

1,378.2 70.9
2,366.6 1,178.7 141.0
2,042.9
1,085.4 210.5
1,987.2 211.1
953.3
1,784.5 846.5 363.6
1,407.5

PROPERTY ENERGY & UTILITIES OTHERS


Sime Darby Berhad | Annual Report 2013
17
FIVE-YEAR FINANCIAL SUMMARY

CONTRIBUTION TO REVENUE BY SEGMENT

0.2%
2.9%
5.1%

24.9%

2013
Plantation

Industrial

Motors

Property

Energy & Utilities

Others
36.9%

30.0%

2.5%
0.3% 2.6% 0.5%
4.3% 4.8%
29.9% 31.7%

2012 35.7%
2011
35.1%
27.9% 24.7%

3.0% 0.7% 2.9% 1.3%


5.5% 4.9%
37.2%
33.7%

26.2%

2010 2009
31.3%

27.5%
25.8%
Sime Darby Berhad | Annual Report 2013
18
FIVE-YEAR FINANCIAL SUMMARY

SEGMENT RESULTS 2013


(RM million)
2012

2011

2010

2009

711.4
2,006.5 1,300.2 702.1
3,203.2 1,351.4
633.2
3,280.2 1,068.0 386.3
2,113.2 758.0 178.5
1,719.0 862.1

PLANTATION INDUSTRIAL MOTORS

229.9 38.8
571.5 335.4 68.8
467.2
245.7 (42.0)
456.0 12.0
(687.2)
493.0 91.4 (4.0)
461.9

PROPERTY ENERGY & OTHERS


UTILITIES
Sime Darby Berhad | Annual Report 2013
19
FIVE-YEAR FINANCIAL SUMMARY

CONTRIBUTION TO RESULTS BY SEGMENT

0.8%
4.7%

11.8%

41.3%
14.6%

2013
Plantation

Industrial

Motors

Property

Energy & Utilities

Others

26.8%

1.1% 4.4% (0.7%)


5.5%
8.1%
7.6%

11.2%
11.5%

2012 2011
52.3%

18.9%

58.1%
22.0%

0.4% 2.8% (0.1%)

(22.3%) 14.0%

16.0%
5.4%

2010 68.7% 2009


12.6% 26.0%

24.6% 51.9%
20 Sime Darby Berhad | Annual Report 2013

GROUP FINANCIAL REVIEW


For the financial year ended 30 June 2013
Amounts in RM million

The Group registered lower revenue of 0.9% largely due to lower revenue from Plantation by 17.4%. The main contributors
to the Group revenue are Plantation, Industrial and Motors at 24.9%, 30.0% and 36.9% respectively. The three divisions
together contributed 91.8% (2012: 92.9%) to the Group revenue.
Profit before interest and tax (PBIT) declined by 19.0% largely attributable to lower earnings from Plantation by 37.4%
which was partially off-set by lower corporate expenses. The main contributors to the Group’s PBIT before corporate
expenses and elimination are Plantation, Industrial and Motors at 41.3%, 26.8% and 14.6% respectively. The three
divisions combined contributed 82.7% (2012: 85.8%) to the Group’s PBIT.
The Group registered a gain of RM340.6 million from the joint-venture arrangement where the Group disposed its interest
in Sime Darby Healthcare Sdn Bhd to Ramsay Sime Darby Health Care Sdn Bhd (formerly known as Sime Darby Global
Healthcare Sdn Bhd) (RSDHC) in exchange for a 50% equity in RSDHC. Net earnings of the Group for the financial year at
RM3.7 billion, is 10.8% lower than that recorded in the previous year of RM4.2 billion.

Plantation industrial
Financial Financial
14,126.4 14,058.9
13,168.5
11,672.1

3,203.2
2,006.5
1,300.2 1,351.4
Plantation division’s contribution
declined by 37.4% compared to
Revenue PBIT the previous year primarily due Revenue PBIT
to lower average crude palm
Operational 2013 2012 oil price realised of RM2,317 Operational 2013 2012
Average 2,317 2,925 per tonne against RM2,925 per Machine 8-30 10-31
crude palm tonne previously. Overall FFB PINS* (%)
oil price production was higher by 3.8%
(RM per MT) with Indonesia registering 12.8%
higher while Malaysia registered a
Cost of 1,048 1,118 * Percentage of industrial sales
drop of 1.2%.
production
(RM per MT) Midstream and downstream
operations recorded a profit of
Fresh fruit 10,133 9,763
RM108.8 million for the current Contribution from the Industrial
bunch (FFB)
year compared to a loss of RM62.3 division declined marginally by
production
million previously. The turnaround 3.8% to RM1.3 billion. The lower
(MT’000)
was largely attributable to better results was largely due to the
Refining 2,794 2,794 profit margin as a result of the consolidation of the mining sector
capacity lower feedstock cost and higher in Australasia following the drop in
(MT’000) plant utilisation. coal prices and the lower deliveries
Refining 1,995 1,704 in Malaysia and Singapore to the
throughput marine and oil and gas sectors
(MT’000) resulting from continuing weak
market conditions. The slowdown
in the construction sector and
the deferment of infrastructure
2013 projects in China also contributed
to the lower performance.
2012
Sime Darby Berhad | Annual Report 2013
21
GROUP FINANCIAL REVIEW

KEY FINANCIAL INDICATORS

Change %
2013 2012 +/(-)
Revenue 46,812.3 47,254.5 (0.9)
Earnings before interest, depreciation and
amortisation (EBITDA) 5,930.7 6,968.4 (14.9)
Profit before interest and taxation (PBIT) 4,782.2 5,901.4 (19.0)
Profit before taxation 4,462.2 5,694.5 (21.6)
Profit after taxation and non-controlling interests
(Net earnings) 3,700.6 4,150.2 (10.8)
Return on average shareholders’ equity (ROE) (%) 13.9 16.6 (16.3)
Basic earnings per share (sen) 61.6 69.1 (10.8)
Net dividend per RM0.50 share (sen) 34.0 35.0 (2.9)
Gross gearing (%) 36.2 36.6 (1.1)

MOtors PROPERTY energy & utilities


Financial Financial Financial

17,265.6 2,366.6 1,378.2


16,957.0 2,042.9 1,178.7

571.5 335.4
467.2 229.9
711.4 702.1

Revenue PBIT Revenue PBIT Revenue PBIT

Operational 2013 2012 Operational 2013 2012 Operational 2013 2012


Number of 89,126 81,050 Number of 2,103 1,390 Power
vehicles units sold Capacity 600 600
sold (units) Sales value 2,149.1 1,723.9 (MW)
Number 17,229 14,423 contracted Utilities
of vehicles (RM million) Throughput 28,645 26,129
assembled (‘000
(units) tonnes)

Motors results improved modestly Contribution from Property rose Profit from Energy & Utilities
by 1.3% over that of the previous to RM571.5 million, an increase declined by 31.5% to RM229.9
financial year. All regions recorded of 22.3% compared to the last million compared to the
higher performances except for financial year mainly due to the previous financial year due to
Singapore which was affected by higher profit recognition from the recognition of the deferred
weaker market sentiments and Denai Alam, Bandar Bukit Raja, revenue of RM99.4 million from
changes in government legislation. Taman Pasir Putih and the new its power plant in Malaysia in the
launches in new township of previous financial year.
Elmina East.
The port operations in China
registered a slight decline of
2.8% as a result of a 3.1% drop in
throughput at Weifang Port due to
the harsh weather conditions and
the slowdown in China’s economy
which resulted in lower demand
for coal and other commodities.
Sime Darby Berhad | Annual Report 2013
22
GROUP FINANCIAL REVIEW

NET FINANCE COST TOTAL ASSETS


Finance Income
3.5%
Finance income reduced by 28.7% to
RM127.3 million due to lower income 9.6%
from deposits as a result of lower funds
placement and lower average interest rate 29.1%
realised of 3.1% per annum as compared to
3.9% the previous financial year. 13.9% 2013
RM48,458.1
Finance Costs
million
Finance costs increased by 16.0% to
RM447. 3 million in line with the increased 6.2%
borrowings. The effective rate of borrowings 22.2%
for the Group for the financial year is 3.35%
as compared to 3.69% the previous year. 15.5%
Interest cover was 10 times as compared
to 15 times for the previous financial year, 3.7%
calculated as the sum of the profit for the 10.6%
year divided by the total interest cost.
29.1%
TAXATION
The Group recorded a tax expense of 15.3% 2012
RM983.0 million as compared to the previous RM48,151.2
financial year of RM1.3 billion. The lower tax
million
charge is attributable to lower chargeable
income coupled with overprovision of tax in 3.9%
prior years of RM112.4 million as compared
to RM77.7 million the previous financial 23.4%
year. The effective tax rate for the financial 14.0%
year at 22.7% is marginally lower than
that for financial year ended 30 June 2012
of 23.3%. Property, plant and equipment
Jointly controlled entities, associates and
other investments
DIVIDENDS
An interim single-tier dividend of 7 sen per Other non-current assets
share was paid for the current financial year,
on 10 May 2013. The proposed final single- Inventories and property development costs
tier dividend is 27 sen per share, subject to
shareholders’ approval at the forthcoming Receivables
Annual General Meeting of the Company.
The Company proposes to undertake a Cash and cash equivalents
dividend reinvestment plan which, subject
to the relevant regulatory approvals and the Other assets
shareholders’ approval being obtained at an
Extraordinary General Meeting, will apply
Total assets of the Group increased by 0.6% to RM48.5 billion.
to the proposed final dividend.
The increase is largely due to the increase in interest in jointly
The total dividend for the year of 34 sen per controlled entities comprising 40% equity in the Battersea
share represents a payout of 55.2%, which Project Holding Company Limited of RM403.7 million and the
is line with the Company’s dividend payout 50% equity interest in Ramsay Sime Darby Health Care Sdn Bhd of
policy of not less than 50% of the Group’s RM594.6 million, net of the reduction in inventories and trade
net earnings attributable to owners of the receivables of RM777.4 million and RM660.5 million respectively.
Company for the financial year. The full-year
Property, plant and equipment recorded a net increase of
dividend at 34 sen per share is down by 2.9%
RM92.7 million. Additions during the financial year amounted to
compared to the previous year of 35 sen per
RM3.0 billion, net of disposals of RM1.2 billion and depreciation
share despite earnings down by 10.8%.
charge for the financial year of RM1.2 billion.
Sime Darby Berhad | Annual Report 2013
23
GROUP FINANCIAL REVIEW

TOTAL LIABILITIES The Group carries both Islamic and


conventional borrowings in the proportion
4.3% 2.1% of 48.9% and 51.1% respectively. As at 30
1.7%
June 2013, approximately 40.6% of the
1.6%
Group’s borrowings were at floating rates
and the remaining 59.4% were fixed rate
borrowings or covered by interest rate
hedges with major creditworthy financial
2013 50.1%
institutions. Of the 40.6% borrowings
RM20,477.0 carried at floating rates, approximately
48.5% are short-term borrowings.
million
In January 2013, the Group established a
Multi-Currency Sukuk Programme with a
programme limit of up to USD1.5 billion
40.2% (or its equivalent in other currencies) and
issued two tranches of USD400.0 million
each for 5-year tenure and 10-year tenure,
4.5% 1.7%
1.1% at a coupon rate of 2.053% and 3.29% per
2.2% annum respectively. The Sukuk Programme
has been accorded ratings of A by Standard
& Poor’s Ratings Services and Fitch Ratings
and A3 by Moody’s Investors Service.

2012 During the financial year, the Group also


issued two tranches of Islamic Medium
RM21,261.3 46.1%
Term Notes (IMTN) Programme amounting
million to RM700.0 million and redeemed RM300.0
million IMTN due in November 2012.
The IMTN notes were part of the IMTN
Programme of RM4.5 billion and an Islamic
44.4% Commercial Paper (ICP) Programme of
RM500.0 million, with a combined limit
of RM4.5 billion of which RM2.4 billion is
outstanding as at 30 June 2013. The IMTN
Borrowings and finance lease obligation programme was rated MARC-1ID/AAAID by
Malaysian Rating Corporation Berhad.
Payables Gross debt to equity for the year was at
36.2% as compared to previous year of
Provisions 36.6%. Net debt to equity ratio was 19.6%
(2012: 17.6%).
Deferred income
The Group continues to enjoy strong
Tax liabilities operating cash flows, ample committed
facilities and the Sukuk Programme and
Other liabilities the IMTN Programme provide it with quick
access to the capital markets.

The Group’s total liabilities reduced by 3.7 % to RM20.5 billion at


the end of the financial year. The reduction is primarily due to lower SHAREHOLDERS’ EQUITY
payables by RM1.2 billion and lower tax payable of RM202.4 million Total equity of the Group increased by
which more than offset the increase in deferred tax liabilities, 4.1% to RM28.0 billion whilst equity
deferred income, borrowings and the finance lease obligation. attributable to owners of the Company
increased by 4.2% to RM27.1 billion. The
Funding increase is due to higher retained earnings at
RM16.8 billion.
The Group’s closing cash and cash equivalent amounted to RM4.6
billion, a decrease of 9.3% from 2012. Borrowings increased by The total equity of the Group translates to
2.9% to RM10.1 billion due to new borrowings drawn down. The net asset per share of RM4.51.
borrowings consist of short-term borrowings of RM2.1 billion and
long-term borrowings of RM8.0 billion which represents 20.7% and
79.3% respectively of the Group’s total borrowings.
24 Sime Darby Berhad | Annual Report 2013

STATEMENT OF
VALUE ADDED
For the financial year ended 30 June 2013
Amounts in RM million

VALUE DISTRIBUTED

43.7% 2013 2012


24.7%
VALUE ADDED
Revenue 46,812.3 47,254.5
Operating expenses (37,597.6) (37,387.0)

2013
Other operating income 1,518.2 1,323.1
Share of results of jointly controlled
entities and associates 141.1 114.6
Finance income 127.3 178.6
Total Value Added 11,001.3 11,483.8

Reconciliation
22.7%
Profit for the year 3,348.2 4,196.6
Add :
8.9%
Depreciation and amortisation 1,289.6 1,181.6
Finance costs 447.3 385.5
Staff costs 4,802.2 4,222.2
36.8% Corporate tax 983.0 1,301.7
30.1% Non-controlling interests 131.0 196.2
Total Value Added 11,001.3 11,483.8

2012
VALUE DISTRIBUTED
Employees
Staff costs 4,802.2 4,222.2
Government
Corporate tax 983.0 1,301.7
Providers of Capital
Dividends 1,923.1 1,923.1
21.8% Finance costs 447.3 385.5
11.3%
Non-controlling interests 131.0 196.2
Reinvestment and Future Growth
Depreciation and amortisation 1,289.6 1,181.6
Retained earnings 1,425.1 2,273.5
Employees Total Value Distributed 11,001.3 11,483.8

Government

Providers of Capital

Reinvestment and Future Growth


Sime Darby Berhad | Annual Report 2013
25
STATEMENT OF VALUE ADDED

2013 2012
Value Added by Segment RM million % RM million %

Plantation 4,396.8 40.0 5,531.3 48.2


Industrial 3,267.4 29.7 2,965.9 25.8
Motors 1,785.5 16.2 1,645.1 14.3
Property 826.4 7.5 702.6 6.1
Energy & Utilities 483.1 4.4 538.1 4.7
Others 65.8 0.6 104.6 0.9
Corporate expenses and elimination 176.3 1.6 (3.8) –
Total Value Added 11,001.3 100.0 11,483.8 100.0

Value Distributed by Segment

2013

Plantation 4,396.8

Industrial 3,267.4

Motors 1,785.5

Property 826.4

Energy & Utilities 483.1

Others 65.8
RM million
0 1,000 2,000 3,000 4,000 5,000 6,000

2012

Plantation 5,531.3

Industrial 2,965.9

Motors 1,645.1

Property 702.6

Energy & Utilities 538.1

Others 104.6
RM million
0 1,000 2,000 3,000 4,000 5,000 6,000

Employees Providers of Capital


Government Dividend, Reinvestment and Future Growth
26 Sime Darby Berhad | Annual Report 2013

SHARE PRICE MOVEMENT &


FINANCIAL CALENDAR
Price (RM) Volume (Million)
10.00 200.0

8.00 160.0

6.00 120.0

4.00 80.0

2.00 40.0

0.00 0.0
JUL 12 AUG 12 SEP 12 OCT 12 NOV 12 DEC 12 JAN 13 FEB 13 MAR 13 APR 13 MAY 13 JUN 13

Highest (RM) Lowest (RM) Volume (’million)

Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun
2012 2012 2012 2012 2012 2012 2013 2013 2013 2013 2013 2013
Highest (RM) 9.96 9.81 9.81 9.80 9.79 9.52 9.71 9.30 9.27 9.45 9.60 9.61
Lowest (RM) 9.80 9.79 9.75 9.41 8.97 8.95 9.22 9.17 9.00 9.24 9.36 9.40
Volume
(Million) 148.4 127.5 176.6 163.5 138.1 151.3 172.7 106.4 184.1 137.9 159.9 132.9

Stock Exchange Listing : Bursa Malaysia Securities Berhad


Trading Name : SIME
Stock Code : 4197

Dividends
Notice Date Entitlement Date Payment Date
Interim 27 February 2013 25 April 2013 10 May 2013
Final 30 August 2013 TBA *
TBA*

Financial Calendar
Announcement of Unaudited Consolidated Results
First quarter : 27 November 2012
Second quarter : 27 February 2013
Third quarter : 31 May 2013
Fourth quarter : 30 August 2013

Annual General Meeting


Notice Date : 30 October 2013
Meeting Date : 21 November 2013

*
TBA - To Be Advised.
Sime Darby Berhad | Annual Report 2013 27

CORPORATE
INFORMATION
As at 24 September 2013

BOARD OF DIRECTORS REGISTERED OFFICE


Dato’ Abdul Ghani Othman 19th Floor, Wisma Sime Darby
(Independent Non-Executive Chairman) Jalan Raja Laut
(Appointed with effect from 1 July 2013) 50350 Kuala Lumpur, Malaysia
Tan Sri Dato’ Sri Hamad Kama Piah Che Othman Telephone : +(603) 2691 4122
(Non-Independent Non-Executive Deputy Chairman) Facsimile : +(603) 2719 0044
Tan Sri Samsudin Osman Email : [email protected]
(Non-Independent Non-Executive Director) Website : www.simedarby.com
Tan Sri Dato‘ Sri Dr Wan Abdul Aziz Wan Abdullah
SHARE REGISTRAR
(Non-Independent Non-Executive Director)
(Appointed with effect from 10 December 2012) Tricor Investor Services Sdn Bhd
(Company No. 118401-V)
Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin
Level 17, The Gardens North Tower
(Non-Independent Non-Executive Director)
Mid Valley City, Lingkaran Syed Putra
Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Bugo 59200 Kuala Lumpur, Malaysia
(Independent Non-Executive Director)
Telephone : +(603) 2264 3883
Tan Sri Datuk Dr Yusof Basiran Facsimile : +(603) 2282 1886
(Non-Independent Non-Executive Director)
ePortal Address : http://my-etricor.com/
Dato’ Henry Sackville Barlow
(Senior Independent Non-Executive Director) AUDITORS
Datuk Zaiton Mohd Hassan PricewaterhouseCoopers (AF 1146)
(Non-Independent Non-Executive Director) Chartered Accountants
Level 10, 1 Sentral, Jalan Travers
Dato Sri Lim Haw Kuang
Kuala Lumpur Sentral
(Independent Non-Executive Director)
50706 Kuala Lumpur, Malaysia
Dato’ Azmi Mohd Ali
Telephone : +(603) 2173 1188
(Non-Independent Non-Executive Director)
Facsimile : +(603) 2173 1288
Ir Dr Muhamad Fuad Abdullah
(Independent Non-Executive Director) FORM OF LEGAL ENTITY
(Appointed with effect from 4 February 2013)
Incorporated on 7 November 2006 as a private company
Tan Sri Dato’ Mohd Bakke Salleh limited by shares under the Companies Act, 1965 and
(Executive Director) converted into a public company limited by shares on
5 April 2007
PRESIDENT & GROUP CHIEF EXECUTIVE
STOCK EXCHANGE LISTING
Tan Sri Dato’ Mohd Bakke Salleh
Listed on the Main Market of Bursa Malaysia Securities
SECRETARY Berhad since 30 November 2007
Puan Norzilah Megawati Abdul Rahman Stock Code : 4197
Stock Name : SIME
(LS 0009247)
PLACE OF INCORPORATION AND DOMICILE
Malaysia
28 Sime Darby Berhad | Annual Report 2013

GROUP STRUCTURE

100% 100% 100%


Sime Darby Sime Darby Sime Darby
Plantation Sdn Bhd Industrial Holdings Sdn Bhd Motors Sdn Bhd

• Upstream and Downstream • Caterpillar Dealership • Import


Plantation Activities • Allied Brands Group • Assembly
• Agribusiness and Foods • Distribution
• Research and Development • Retail

100% : wholly owned by Sime Darby Berhad


Sime Darby Berhad | Annual Report 2013 29

100% 100% 100%


Sime Darby Sime Darby Sime Darby
Property Berhad Energy Sdn Bhd Healthcare Sdn Bhd*

100%
Sime Darby
Utilities Sdn Bhd

• Property Development • Power • Secondary and Tertiary Care


• Property Investment • Engineering Services Hospitals
• Ports & Logistics • Nursing & Health Sciences College
• Water Management

* Effective 30 June 2013, Sime Darby Healthcare Sdn Bhd


became a subsidiary of Ramsay Sime Darby Health Care
Sdn Bhd, a joint venture company between Sime Darby
Holdings Berhad and AH Holdings Health Care Pty Ltd.
30 Sime Darby Berhad | Annual Report 2013

BOARD OF
DIRECTORS
Standing (from left):
Ir Dr Muhamad Fuad Abdullah
Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Bugo
Tan Sri Dato’ Mohd Bakke Salleh
Dato Sri Lim Haw Kuang
Tan Sri Datuk Dr Yusof Basiran
Sime Darby Berhad | Annual Report 2013 31

Seated (from left):


Tan Sri Dato’ Sri Hamad Kama Piah Che Othman Datuk Zaiton Mohd Hassan
Dato’ Azmi Mohd Ali Tan Sri Samsudin Osman
Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin Dato’ Abdul Ghani Othman (Chairman)
Dato’ Henry Sackville Barlow Tan Sri Dato’ Sri Dr Wan Abdul Aziz Wan Abdullah
Norzilah Megawati Abdul Rahman (Group Secretary)
32 Sime Darby Berhad | Annual Report 2013
Sime Darby Berhad | Annual Report 2013 33

PROFILE OF
DIRECTORS

(Chairman, Independent Non-Executive Director)


• Chairman of Nomination & Remuneration Committee
Dato’ Abdul Ghani Othman, 66, a Malaysian, is an
Independent Non-Executive Director and the Chairman
of the Board of Sime Darby Berhad. He was appointed to
the Board on 1 July 2013.
Dato’ Abdul Ghani holds a Bachelor’s degree in
Economics (Honours) from the La Trobe University, in
Melbourne, Australia and a Master’s degree in Political
Economics from the University of Queensland, Australia.
Dato’ Abdul Ghani began his career in 1974 as a lecturer
at the Faculty of Economics, University of Malaya and
later served as the Dean for the Faculty of Economics
and Administration, University of Malaya from 1980 to
1984.
Dato’ Abdul Ghani was appointed as a Member of
the Senate in December 1984 and subsequently was
elected as a Member of Parliament for Ledang in August
1986. Later, he was appointed the Deputy Minister of
Energy, Telecommunications and Post in May 1987 and
thereafter became the Deputy Minister of Finance in
1990. In December 1993, he was appointed the Minister
of Youth and Sports and served in that capacity until
March 1995.
Dato’ Abdul Ghani later served as the Chief Minister of
Johor from March 1995 to May 2013. He was also the
Chairman of the Board of Directors of Johor Corporation
from May 1995 to May 2013.
Dato’ Abdul Ghani Othman
Sime Darby Berhad | Annual Report 2013
34
PROFILE OF DIRECTORS

(Deputy Chairman, Non-Independent Non-Executive Director)


• Member of Nomination & Remuneration Committee
Tan Sri Dato’ Sri Hamad Kama Piah Che Othman, 62, a Malaysian, is a
Non-Independent Non-Executive Director and the Deputy Chairman of Sime
Darby Berhad. He was appointed to the Board on 16 November 2010.
Tan Sri Dato’ Sri Hamad Kama Piah holds a Diploma in Statistics from Universiti
Teknologi MARA, a Master of Philosophy from Swansea University, United
Kingdom and a Capital Markets Services Representative’s Licence. He holds
an Honorary Doctorate in Business Administration from Universiti Tenaga
Nasional, Malaysia. He is a Senior Fellow of the Financial Services Institute
of Australasia, a Certified Financial Planner with the Financial Planning
Association of Malaysia and a Registered Financial Planner with the Malaysian
Financial Planning Council.
Tan Sri Dato’ Sri Hamad Kama Piah is currently the President & Group Chief
Executive of Permodalan Nasional Berhad (PNB) and the Chairman of Chemical
Company of Malaysia Berhad. Tan Sri Dato’ Sri Hamad Kama Piah is a Director
of Amanah Saham Nasional Berhad, Pelaburan Hartanah Nasional Berhad,
Amanah Mutual Berhad, Sime Darby Property Berhad and several other private
limited companies. He is also a Director of Yayasan Karyawan, Professional
Golf of Malaysia and Securities Industry Dispute Resolution Centre (SIDREC)
as well as a member of the Board of Trustees of the Merdeka Heritage Trust.
Tan Sri Dato’ Sri
His career spans over 30 years in the fields of investment and unit trust
Hamad Kama Piah Che
management. He undertook various responsibilities in various facets of
Othman investment management and corporate finance in PNB including as portfolio
manager and head of corporate restructuring.

(Non-Independent Non-Executive Director)


• Chairman of Tender Committee
(The Tender Committee was disbanded on 30 May 2013)
Tan Sri Samsudin Osman, 66, a Malaysian, is a Non-Independent
Non-Executive Director. He was appointed to the Board on 19 December 2008.
He was appointed as the Acting Chairman of Sime Darby Berhad following
the retirement of Tun Musa Hitam as the Chairman and Director of Sime
Darby Berhad at the Annual General Meeting of Sime Darby Berhad held on 8
November 2012. Following the appointment of Dato’ Abdul Ghani Othman as
Chairman of the Board on 1 July 2013, Tan Sri Samsudin was redesignated as a
Non-Independent Non-Executive Director of Sime Darby Berhad.
Tan Sri Samsudin holds a Bachelor of Arts (Honours) degree and a Diploma in
Public Administration from the University of Malaya, and a Masters in Public
Administration from the Pennsylvania State University, United States of
America.
Tan Sri Samsudin is currently the Chairman of the Employees Provident Fund
(EPF) Board, EPF Investment Panel, Universiti Utara Malaysia and BIMB
Holdings Berhad. Tan Sri Samsudin was appointed the Pro Chancellor of
Universiti Malaysia Terengganu on 1 February 2010.

Tan Sri Samsudin Tan Sri Samsudin was the President of Perbadanan Putrajaya from 2004 to July
2012 and Chief Secretary to the Malaysian Government from 2001 to 2006. He
Osman was also the Secretary General for two (2) ministries, the Ministry of Domestic
Trade and Consumer Affairs (1994) and the Ministry of Home Affairs (1996).
He held the position of the Chairman of the Board of Directors of Sime Darby
Plantation Sdn Bhd from 1 February 2013 until 1 July 2013.
Sime Darby Berhad | Annual Report 2013
35
PROFILE OF DIRECTORS

(Non-Independent Non-Executive Director)


• Member of Risk Management Committee
Tan Sri Dato’ Sri Dr Wan Abdul Aziz Wan Abdullah, 61, a Malaysian, is a
Non-Independent Non-Executive Director. He was appointed to the Board on
10 December 2012.
Tan Sri Wan Abdul Aziz holds a Bachelor of Economics (Honours) degree in
Applied Economics from the University of Malaya and a Master’s degree
in Philosophy in Development Studies from the Institute of Development
Studies, University of Sussex, Brighton, United Kingdom. Tan Sri Wan Abdul
Aziz obtained his PhD in Business Economics from the School of Business and
Economic Studies, University of Leeds, Leeds, United Kingdom. He attended
the Advanced Management Program at the Harvard Business School, Harvard
University, Boston, Massachusetts, United States of America (USA).
Tan Sri Wan Abdul Aziz began his career in 1975, as Assistant Director of the
Economic Planning Unit in the Prime Minister’s Department. He was later
promoted to the position of Senior Assistant Director, Macro-economics in
1984, and subsequently to the position of Senior Assistant Director, Human
Resource Section and Director of Energy Section.
He was later appointed as an Alternate Executive Director of World Bank
Group in Washington D.C. USA (on secondment by the Government of Tan Sri Dato’ Sri Dr
Malaysia) representing the South East Asia Group. Wan Abdul Aziz Wan
From 2001 to 2006, he held various important positions such as Deputy Abdullah
Secretary in the Economics and International Division of the Ministry of
Finance (MOF), Deputy Director General (Macro) of the Economic Planning
Unit in the Prime Minister’s Department and Deputy Secretary General of
Treasury (Policy), Federal Treasury in the MOF. In 2007, he was appointed
Secretary General of Treasury in the MOF, a position he held until his
retirement in August 2012.
Tan Sri Wan Abdul Aziz is the Chairman of Malaysia Airports Holdings Berhad
and Group, Bintulu Port Holdings Berhad and Group, Bank Pembangunan
Malaysia Berhad, Syarikat Jaminan Kredit Perumahan Berhad and several other
private limited companies. He also holds directorships in Felda Global Ventures
Holdings Berhad and Group, Permodalan Nasional Berhad, RAM Holdings
Berhad and Sabah Economic Development and Investment Authority (SEDIA).

(Non-Independent Non-Executive Director)


• Member of Tender Committee
(The Tender Committee was disbanded on 30 May 2013)
Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin, 73, a Malaysian, is a
Non-Independent Non-Executive Director. He was appointed to the Board on
14 September 2007.
Tan Sri Wan Mohd Zahid holds a Bachelor of Arts (Honours) degree from the
University of Malaya, a Masters degree from Stanford University, Palo Alto,
California and a PhD from the University of California, Berkeley. He underwent
a course in business management under the Advanced Management
Programme at the Harvard Business School. He started his career as a teacher,
moving up to principal level and eventually held various positions in the
Ministry of Education. Tan Sri Wan Mohd Zahid held the position of Director-
General of Education prior to his retirement.
Tan Sri Wan Mohd Zahid is currently the Chairman of Universiti Teknologi
MARA, Management and Science University and FEC Cables (M) Sdn Bhd. He
is also a Director of Amanah Saham Nasional Berhad, Perbadanan Usahawan Tan Sri Dato’ Dr Wan
Nasional Berhad, S P Setia Berhad, Yayasan Sime Darby and Amanah Mutual Mohd Zahid Mohd
Berhad. He was formerly the Chairman of Berger International Ltd based in Noordin
Singapore and Deputy Chairman of International Bank Malaysia Berhad.
Sime Darby Berhad | Annual Report 2013
36
PROFILE OF DIRECTORS

(Independent Non-Executive Director)


• Chairman of Risk Management Committee
• Member of Governance & Audit Committee
• Member of Nomination & Remuneration Committee
• Member of Litigation Committee
• Member of Sustainability Committee
• Member of Long Term Incentive Plan Committee
Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Bugo, 68, a Malaysian, is an
Independent Non-Executive Director. He was appointed to the Board on
26 August 2010.
Tan Sri Hamid graduated from the University of Canterbury, New Zealand
with a Bachelor’s and a Master of Arts degree in Economics. He also holds a
Postgraduate Diploma in Teaching from the Christchurch Teachers’ College
New Zealand and a Postgraduate Certificate in Business Studies from the
Harvard Institute of Development Studies, United States of America. He was
honoured with a PhD in Commerce by the Lincoln University, New Zealand.
He is also a recipient of the Excellence Award from the American Association
of Conservation Biology.
Tan Sri Hamid has served in both the private and public sectors. He was an
Administration Manager of Malaysia LNG Sdn Bhd for over three years while
Tan Sri Datuk Amar on secondment from the State Planning Unit, Sarawak. He was appointed the
(Dr) Tommy Bugo @ first General Manager of Land Custody and Development Authority, Sarawak
and later became the Permanent Secretary of the Ministry of Resource
Hamid Bugo Planning and was the State Secretary of Sarawak until his retirement from
civil service in August 2000.
Between 1992 and 2000, Tan Sri Hamid represented the State Government
of Sarawak on various Boards including Malaysian Airline System Berhad,
Employees Provident Fund, Malaysia LNG Sdn Bhd, Amanah Saham Sarawak
Berhad and Universiti Putra Malaysia.
Tan Sri Hamid is currently the Chairman of Sarawak Consolidated Industries
Berhad and Zecon Berhad and also sits on the Boards of several other
companies including Sapura Resources Bhd, SapuraKencana Petroleum Berhad
and Sime Darby Property Berhad. He is also a Board member of the Institute
Integrity Malaysia and a member of the Advisory Committee of the Malaysian
Anti-Corruption Commission and The National Water Services Commission.
Tan Sri Hamid is actively involved in charitable activities as the Chairman of
Yayasan Kemajuan Insan Sarawak and Sarawak State Library Management
Board.
Sime Darby Berhad | Annual Report 2013
37
PROFILE OF DIRECTORS

(Non-Independent Non-Executive Director)


• Member of Litigation Committee
• Member of Sustainability Committee
Tan Sri Datuk Dr Yusof Basiran, 65, a Malaysian, is a Non-Independent
Non-Executive Director. He was appointed to the Board on 16 November
2010.
Tan Sri Yusof holds a Bachelor in Chemical Engineering degree from the
University of Canterbury, New Zealand, a Post-Graduate degree in Rubber
Technology (ANCRT) from the North London Polytechnic in the United
Kingdom and a Masters degree in Engineering specialising in Industrial
Management (ME) and also Business Administration (MBA) from the Catholic
University of Leuven, Belgium. Tan Sri Yusof completed his Doctorate with
a PhD in Applied Economics & Management Science from the University of
Stirling, Scotland in 1986.
Prior to joining the Palm Oil Research Institute of Malaysia (PORIM) in 1979,
Tan Sri Yusof held the position of Rubber Technologist/Techno-Economist with
the Rubber Research Institute (RRI)/Malaysian Rubber Research Development
Board (MRRDB). He was later appointed as the Director-General of PORIM in
1992 and held the position for eight years until April 2000 before assuming the
role of Director-General of the Malaysian Palm Oil Board (MPOB), a merged Tan Sri Datuk Dr
organisation between PORIM and the Palm Oil Registration and Licensing
Authority (PORLA), from 1 May 2000 to 18 January 2006.
Yusof Basiran
Tan Sri Yusof is currently the Chief Executive Officer of the Malaysian Palm Oil
Council (MPOC) and the Chairman of TH Plantations Berhad and CB Industrial
Product Holding Berhad.
Apart from holding distinguished corporate positions, Tan Sri Yusof is also
involved in other organisations, among others, a Senior Fellow member and
past President of the Academy Sciences Malaysia (ASM) and Fellow member
of the Malaysian Oil Scientists’ and Technologists’ Association (MOSTA) and
the Incorporated Society of Planters.

(Non-Independent Non-Executive Director)


• Member of Governance & Audit Committee
• Member of Litigation Committee
• Member of Long Term Incentive Plan Committee
Datuk Zaiton Mohd Hassan, 57, a Malaysian, is a Non-Independent
Non-Executive Director. She was appointed to the Board on 16 November
2010.
Datuk Zaiton is a Fellow of the Association of Chartered Certified Accountants
(ACCA), United Kingdom, the Vice President of the Malaysian Institute of
Accountants and a member of the Malaysian Institute of Certified Public
Accountants.
Datuk Zaiton is the Chairman of the Private Pension Administrator Malaysia
and the President of the ACCA Malaysia Advisory Committee. She is also a
Director of BIMB Holdings Berhad, Credit Guarantee Corporation Malaysia
Berhad and Bank Islam Malaysia Berhad, and a director of several other private
limited companies.
Datuk Zaiton started her career in PricewaterhouseCoopers as an audit
trainee in 1976 and later joined Bank Pembangunan (M) Bhd as a Project
Officer. Subsequently, she was seconded to Bapema Corporation Sdn Bhd as Datuk Zaiton Mohd
a Fund Manager. Datuk Zaiton is the former President/Executive Director of
Hassan
Malaysian Rating Corporation Berhad (MARC) until September 2004 when she
left to set up her own financial advisory firm, Capital Intelligence Advisors Sdn
Bhd. Prior to her appointment in MARC, she had served 12 years with Maybank
in various senior positions including that of General Manager, Group Strategic
Planning which she held until 1996.
Sime Darby Berhad | Annual Report 2013
38
PROFILE OF DIRECTORS

(Senior Independent Non-Executive Director)


• Chairman of Governance & Audit Committee
• Chairman of Sustainability Committee
• Chairman of Long Term Incentive Plan Committee
• Member of Nomination & Remuneration Committee
• Member of Tender Committee
(The Tender Committee was disbanded on 30 May 2013)
Dato’ Henry Sackville Barlow, 69, a British national, is the Senior
Independent Non-Executive Director. He was appointed to the Board on
29 September 2007.
Dato’ Barlow was educated at Eton College and obtained his Bachelor and
Master of Arts degrees from the University of Cambridge, United Kingdom.
He is also a Fellow of the Institute of Chartered Accountants in England and
Wales.
Dato’ Barlow is currently a Director of HSBC Bank Malaysia Berhad and The
International and Commonwealth University of Malaysia Berhad. He is also a
member of the Board of Trustees and Honorary Secretary of Badan Warisan
Malaysia and director of several other private limited companies. Dato’ Barlow
was appointed as a Senior Independent Non-Executive Director of Sime Darby
Berhad on 16 November 2010.
Dato’ Henry
Dato’ Barlow has over 35 years of experience in the Plantation Industry and
Sackville Barlow
was formerly the Finance Director of Barlow Boustead Estates Agency Sdn
Berhad and Joint Managing Director of Highlands & Lowlands Berhad. He is
also a former Council Member of the Incorporated Society of Planters. Dato’
Barlow is currently the Honorary Treasurer of the Malaysian Branch of the
Royal Asiatic Society. He was appointed as a Trustee of the Merdeka Award
Trust in 2012.
Sime Darby Berhad | Annual Report 2013
39
PROFILE OF DIRECTORS

(Independent Non-Executive Director)


• Member of Risk Management Committee
Dato Sri Lim Haw Kuang, 59, a Malaysian, is an Independent Non-Executive
Director. He was appointed to the Board on 26 August 2010.
Dato Sri Lim holds a Bachelor of Science (Computing Science) degree from
Imperial College, University of London. He also holds a Master of Business
Administration degree in International Management from IMD Switzerland
(formerly International Management Institute, Geneva).
Dato Sri Lim is currently a Director of BG Group, an international oil and gas
company based in the United Kingdom, and ENN Energy Holdings Limited, a
Chinese city gas company listed in Hong Kong. Dato Sri Lim was formerly the
Executive Chairman of Shell Companies in China from 1 September 2005 to
1 March 2013. Dato Sri Lim joined Shell in Malaysia in 1978 and has served
in various capacities in IT, Finance, Natural Gas, Exploration and Production,
Oil Products and Corporate Head Offices in different Shell operations
globally. His previous assignments include Vice President Corporate Strategy
and Planning for Shell International in London, President Oil Products for
Asia Pacific and Middle East in Singapore, Chairman of Shell Malaysia and
Managing Director of Shell Malaysia Exploration and Production in Kuala
Lumpur, Senior Corporate Adviser, Asia Pacific for Shell International in
London, and Business Development Manager for Former Soviet Union and Dato Sri Lim Haw Kuang
Sakhalin for Shell International Gas in London.
In 2011, the Beijing Municipal Government honoured Dato Sri Lim with the
“Great Wall Friendship Award” for his outstanding contributions to the
City. Dato Sri Lim is an international council member of the China Council for
International Cooperation on Environment and Development. He has been
actively involved in Sustainable Development work and has served as a Board
Director of the China Business Council for Sustainable Development, Special
Adviser to the President and Executive Committee of the World Business
Council for Sustainable Development and President of the Business Council
for Sustainable Development Malaysia. Dato Sri Lim has been awarded state
honours by the Malaysian Government. Dato Sri Lim has also been made an
honorary citizen of the City of Houston, United States of America.

(Non-Independent Non-Executive Director)


• Chairman of Litigation Committee
• Member of Risk Management Committee
Dato’ Azmi Mohd Ali, 53, a Malaysian, is a Non-Independent Non-Executive
Director. He was appointed to the Board on 16 November 2010.
Dato’ Azmi holds a law degree from the University of Malaya and a Master of
Laws (LLM) in the United States of America & Global Business Law from the
University of Suffolk, Boston, United States of America.
Dato’ Azmi, a corporate and commercial lawyer with 29 years of experience, is
the Senior Partner of Azmi & Associates, a leading corporate and commercial
law firm, since 2000. The firm now has close to 60 lawyers. Prior to this, he was
a Partner in Hisham, Sobri and Kadir from 1995 to 2000. Dato’ Azmi started his
career in Petroliam Nasional Berhad (PETRONAS) in 1984 and left PETRONAS’
employment as Head of Gas/New Ventures, Upstream Legal Department in
1990 to work in the law firm of T. Tharu & Associates from 1990 to 1995.
Dato’ Azmi is currently the Chairman of Cliq Energy Berhad and also sits on
the Boards of Chemical Company of Malaysia Berhad, Perbadanan Nasional
Berhad (PNS) and Pernec Corporation Berhad. He has also served as an Adjunct
Professor of Law at the International Islamic University of Malaysia’s Law Dato’ Azmi Mohd Ali
Faculty for two years.
Sime Darby Berhad | Annual Report 2013
40
PROFILE OF DIRECTORS

(Independent Non-Executive Director)


• Member of Governance & Audit Committee
• Member of Sustainability Committee
• Member of Long Term Incentive Plan Committee
Ir Dr Muhamad Fuad Abdullah, 60, a Malaysian, is an Independent
Non-Executive Director. He was appointed to the Board on 4 February 2013.
Ir Dr Muhamad Fuad obtained his Bachelor and Masters of Philosophy
degrees in Electrical Engineering from the University of Southampton, United
Kingdom. He also obtained his Bachelor of Arts (Jayyid) in Syariah from the
Jordan University, Amman, Jordan and PhD in Muslim Civilisation from the
University of Aberdeen, United Kingdom. He is a Fellow of the Institution
of Engineers Malaysia (IEM) and a registered ASEAN Chartered Professional
Engineer (ACPE), APEC Engineer (APEC Eng) and International Professional
Engineer (IntPE(MY)).
Ir Dr Muhamad Fuad began his career in 1977 as an Electrical Engineer with
the Malaysian Public Works Department (PWD). After spending six years in
the technical area, he took the position of Logistics Manager in Uniphone Sdn
Bhd. He then served as a Tutor in Universiti Kebangsaan Malaysia (UKM) in
1991 and thereafter became the Vice President of Kolej UNITI in 1996. He
was thereafter the Chief Executive Officer of Kausar Corporation Sdn Bhd in
Ir Dr Muhamad Fuad 2002 and Managing Director of Five-H Associates Sdn Bhd from 2004 to 2006.
Abdullah Ir Dr Muhamad Fuad is currently the Chairman of Hospital Pusrawi Sdn Bhd
and chairs the Shariah Committee for the Malaysian Industrial Development
Finance Berhad Group of Companies and the Shariah Advisory Committee for
MNRB Retakaful Bhd. He was appointed as a member of the Shariah Advisory
Committee of BIMB Securities Sdn Bhd in 2011. He is a Board member of
Institut Kefahaman Islam Malaysia (IKIM), Malaysian Industrial Development
Finance Berhad (MIDF), MIDF Property Berhad, Mesiniaga Berhad and ARZ
Consulting Engineers Sdn Bhd. The Yang Di Pertuan Agong has consented to
his appointment as a member of the Religious Council of Wilayah Persekutuan
(MAIWP) from 2012 to 2015. He is the Sole Proprietor of Muhamad Fuad
Consulting since 2006.
Ir Dr Muhamad Fuad holds 1,060 ordinary shares of RM0.50 each directly in
Sime Darby Berhad.

(President & Group Chief Executive)


Tan Sri Dato’ Mohd Bakke Salleh, 59, a Malaysian, is the President & Group
Chief Executive of Sime Darby Berhad. He was appointed to the Board as an
Executive Director on 16 November 2010.
Tan Sri Mohd Bakke holds a Bachelor of Science (Economics) degree from
the London School of Economics, United Kingdom. He is a Fellow of the
Institute of Chartered Accountants in England and Wales and a member of
the Malaysian Institute of Accountants.
Tan Sri Mohd Bakke was the Acting President & Group Chief Executive
(PGCE) of Sime Darby Berhad and later assumed the position of PGCE on
27 November 2010. He also sits on the Boards of Eastern & Oriental Berhad,
Sime Darby Property Berhad, Yayasan Sime Darby, Northern Corridor
Economic Region and Malaysian Industry-Government Group for High
Technology. Tan Sri Mohd Bakke was the Group President & Chief Executive
Officer of Felda Global Ventures Holdings Berhad and had also served as the
Group Managing Director of Felda Holdings Berhad, Group Managing Director
and Chief Executive Officer of Lembaga Tabung Haji and a Director, Property
Division of Pengurusan Danaharta Nasional Berhad.
Tan Sri Mohd Bakke had also previously worked with several subsidiaries
within the Permodalan Nasional Berhad Group. He was the Managing Director
Tan Sri Dato’ Mohd of Federal Power Sdn Bhd, Managing Director of Syarikat Perumahan Pegawai
Bakke Salleh Kerajaan Sdn Bhd and Group General Manager of Island & Peninsular Group.
Sime Darby Berhad | Annual Report 2013
41
PROFILE OF DIRECTORS

Additional Information
1. Save as disclosed below, none of the Directors has any
family relationship with and is not related to any director
and/or major shareholder of Sime Darby Berhad, nor
has any personal interest in any business arrangement
involving the Company:
i. Tan Sri Samsudin Osman is a nominee Director of the
Employees Provident Fund Board.
ii. The nominee Directors of Permodalan Nasional
Berhad are as follows:
• Tan Sri Dato’ Sri Hamad Kama Piah Che Othman;
• Tan Sri Dato’ Sri Dr Wan Abdul Aziz Wan Abdullah;
• Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin;
• Tan Sri Datuk Dr Yusof Basiran;
• Datuk Zaiton Mohd Hassan; and
• Dato’ Azmi Mohd Ali.
2. None of the Directors has any conflict of interest with
Sime Darby Berhad or been convicted for offences within
the past 10 years other than traffic offences, if any.
3. The details of Directors’ attendance at Board
M e e t i n g s h e l d i n t h e f i n a n c i a l ye a r e n d e d
30 June 2013 are set out in the Statement on Corporate
Governance on page 59 of this Annual Report.
42 Sime Darby Berhad | Annual Report 2013

MANAGEMENT
TEAM PROFILE

Dato’ Abd Wahab Maskan Tong Poh Keow


62, Malaysian, Group Chief Operating Officer of 58, Malaysian, Group Chief Financial Officer
Sime Darby Berhad and Managing Director,
Madam Tong was the Chief Financial Officer of the
Sime Darby Property Berhad
Plantation Division of Sime Darby Berhad prior to her
Dato’ Abd Wahab was appointed the Group Chief present appointment in June 2008. She was formerly
Operating Officer on 24 June 2008. He was formerly Head of Group Finance and Administration, and Chief
the Group Chief Executive of Kumpulan Guthrie Berhad Finance Officer of Kumpulan Guthrie Berhad (KGB). She
and Golden Hope Plantations Berhad respectively. joined the KGB Group in 1983 as an Accountant-cum-
He has held various management and Board positions Assistant Company Secretary for Highlands & Lowlands
in companies in Malaysia, Europe and Asia, covering Berhad before becoming General Manager, Accounting
plantation, property, construction, manufacturing and Financial Reporting and then Group General
and services. Dato’ Abd Wahab was also appointed as Manager, Finance (Group Accounting and Financial
Managing Director, Sime Darby Property Berhad on Reporting).
1 June 2011.
Madam Tong is a member of the Malaysian Institute of
Dato’ Abd Wahab holds a Bachelor of Science degree Accountants, a member of the Institute of Chartered
in Estate Management from the University of Reading, Secretaries and Administrators United Kingdom and
United Kingdom and is a Fellow of both the Royal a Fellow of the Association of Chartered Certified
Institution of Chartered Surveyors (England and United Accountants, United Kingdom.
Kingdom), a Fellow of the Royal Institution of Surveyors
(Malaysia), a Fellow of the Incorporated Society of
Planters and a Fellow of the Malaysian Institute of
Management.
Sime Darby Berhad | Annual Report 2013
43
MANAGEMENT TEAM PROFILE

Alan Hamzah Sendut Zulkifli Zainal Abidin


53, Malaysian, Executive Vice President – 52, Malaysian, Executive Vice President –
Group Strategy & Business Development Group Human Resources
Encik Alan Hamzah was appointed the Executive Vice Encik Zulkifli has more than 20 years of experience in
President – Group Strategy & Business Development the human resources field. Prior to his appointment
on 16 September 2010. He oversees the Corporate in Sime Darby Berhad in 2007, he was attached to
Finance, Value Management & Investor Relations, Negara Properties (M) Berhad as Senior Manager,
Corporate Strategy, Merger & Acquisition and Special Human Resource & Administration and Golden Hope
Projects departments. Plantations Berhad (Property Division) where his last
held position was General Manager, Human Resources.
Encik Alan Hamzah began his career with Price
Waterhouse, London and had worked with several Encik Zulkifli was appointed as Executive Vice President
multinational companies in Malaysia before joining – Group Human Resources on 1 July 2011. Before
Kumpulan Sime Darby Berhad (KSDB) in 1996. He has assuming this position, he was Head of Human Resource,
held various senior financial positions within the KSDB Plantation & Agri-business Division and Group Head,
Group, amongst them, Finance Director of Tractors Group Human Resources in Sime Darby Berhad.
Malaysia Holdings Berhad and Finance Director of
Encik Zulkifli holds a Master’s degree in International
Consolidated Plantations Berhad. He was the Global
Affairs as well as a Bachelor in Business Administration
Operations Manager, Payment Services for BHP Billiton
degree from Ohio University, United States of America.
Malaysia prior to his present appointment.
He has also attended the Harvard Business School’s
Encik Alan Hamzah holds a Bachelor of Science (Hons) Senior Management Development Programme.
degree in Accountancy and Computer Science from the
University of Wales, United Kingdom. He is a Chartered
Accountant (Institute of Chartered Accountants in
England and Wales) by profession and is a member of
the Malaysian Institute of Accountants.
Sime Darby Berhad | Annual Report 2013
44
MANAGEMENT TEAM PROFILE

Philip Kunjappy Datuk Franki Anthony Dass


56, Malaysian, Executive Vice President – 57, Malaysian, Executive Vice President –
Group Corporate Services Plantation Division
Mr Kunjappy was appointed Executive Vice President Datuk Franki Anthony Dass started his career in Kumpulan
of Group Corporate Services on 1 October 2010. He Guthrie Berhad in 1980 as an Assistant Manager and has
is currently responsible for managing Global Trading over 20 years of plantation experience. After various
& Marketing, Group Procurement and the non-core postings across Malaysia, Datuk Dass assumed the
business operations of the Group. post of General Manager of PT Minamas Gemilang in
Indonesia in 2002. He subsequently became the Chief
Mr Kunjappy began his career with Attlee, Edge
Operating Officer of PT Minamas Gemilang in 2004,
& Lambert in Birmingham, United Kingdom and
before becoming its Chief Executive Officer in 2007.
subsequently joined Price Waterhouse, Kuala Lumpur
He was appointed as Acting Executive Vice President
in 1983. He also served as Finance Manager in Kuala
– Plantation Division in May 2010 prior to his present
Lumpur Kepong Bhd, Finance Director in Island &
appointment as Executive Vice President – Plantation
Peninsular Bhd and Senior Executive Director, Oil & Fats
Division on 1 December 2010.
Subsidiaries in Felda Holdings Bhd prior to joining the
Sime Darby Berhad Group on 1 October 2010. Datuk Dass holds a Bachelor of Science degree majoring
in Agriculture from Universiti Pertanian Malaysia and has
Mr Kunjappy is a Fellow of the Institute of Chartered
attended management programmes with the Malaysian
Accountants in England and Wales and a member of
Institute of Management and the Master of Business
the Malaysian Institute of Certified Public Accountants,
Administration programme with the Asian Institute of
Malaysian Institute of Accountants and Malaysian
Management.
Institute of Taxation.
Sime Darby Berhad | Annual Report 2013
45
MANAGEMENT TEAM PROFILE

Scott William Cameron Dato’ Lawrence Lee Cheow Hock


55, Australian, Executive Vice President – 59, Singaporean, Executive Vice President –
Industrial Division Motors Division
Mr Cameron began his career with Price Waterhouse in Dato’ Lawrence Lee was the Divisional Director of
Brisbane, Sydney and New York before joining Hastings Kumpulan Sime Darby Berhad’s (KSDB) Motors Division
Deering (Australia) Limited as the Finance Director in before he assumed his present position. He was also
June 1992. He was formerly the Managing Director of the Managing Director of the subsidiaries within
the Hastings Deering Group of Caterpillar Dealerships the Hyundai Group of KSDB’s Motors Division and
which covers Queensland, Northern Territory, Papua had previously managed KSDB’s Motors Division in
New Guinea and Solomon Islands prior to his present Singapore, Australia, New Zealand and the People’s
appointment. Republic of China, including Hong Kong and Macau.
Mr Cameron holds a degree in Commerce from the Dato’ Lawrence Lee is an Accountant by profession and
University of Queensland, Australia and is a Fellow of a Fellow of the Institute of Chartered Accountants in
the Institute of Chartered Accountants in Australia England and Wales.
and a Fellow of the Australian Institute of Company
Directors. He has also attended the Harvard Business
School’s Advanced Management Programme in Boston.
Sime Darby Berhad | Annual Report 2013
46
MANAGEMENT TEAM PROFILE

Dato’ Ir Jauhari Hamidi Timothy Lee Chi Tim


54, Malaysian, Executive Vice President – 48, Chinese (HKSAR) and Canadian, Executive Vice
Energy & Utilities Division (Non-China) President – Energy & Utilities Division (China)
Dato’ Ir Jauhari Hamidi was the Director of the Special Mr Lee was appointed Executive Vice President – Energy
Projects portfolio prior to his present appointment & Utilities Division (China) on 15 December 2011. He
on 1 August 2010. He was also formerly the Executive manages the Ports & Logistics and Water Management
Vice President for the Utilities Division and Managing business units located in Weifang and Jining within the
Director of Sime UEP Properties Berhad. Dato’ Ir Jauhari Shandong province in the People’s Republic of China.
has served in various capacities since joining the Group
Mr Lee has over 20 years of operational experience in
30 years ago.
the ports and container terminal management industry
Dato’ Ir Jauhari is a Registered Professional Engineer in Hong Kong, one of the world’s busiest ports. Prior to
with the Board of Engineers Malaysia and a corporate joining Sime Darby, he held the position of Operations
member of the Institute of Engineers Malaysia. He Manager – Hong Kong Business Unit for Modern
has undergone the Harvard Business School’s Senior Terminals Limited, the second largest port operator in
Management Development Programme. Dato’ Ir Jauhari Hong Kong. Mr Lee was formerly the Chairman of the
holds a Bachelor of Science (Hons) degree in Civil and Sea Cargo Customer Liaison Group in 2010, a committee
Structural Engineering from University College Cardiff, organised by the Hong Kong Customs & Excise
Wales, United Kingdom. Department to gather industry expertise to improve
port competitiveness.
Mr Lee holds a Bachelor of Science degree from the
Simon Fraser University in British Columbia, Canada.
Sime Darby Berhad | Annual Report 2013
47
MANAGEMENT TEAM PROFILE

Norzilah Megawati Abdul Rahman Glenn Charles Daly


53, Malaysian, Group Secretary 50, Australian, Group Head – Risk Management
Puan Norzilah Megawati was the Head, Group Legal & Mr Daly was appointed Group Head of Risk
Compliance of Kumpulan Guthrie Berhad (KGB) prior to Management on 1 March 2011. He has over 25 years
her present appointment on 29 September 2007. She of work experience in the Asia Pacific region whereby
joined KGB in 1994 as Manager, Group Chief Executive’s he spent several years working in the professional
Office and was subsequently promoted to Controller, services industry specialising in risk management and
Corporate Business Development and Monitoring, and internal audit. He was a Director at Deloitte, Brisbane
thereafter appointed as Director of Corporate Business in Australia, a Partner with Ernst & Young in Singapore
Development and Human Resource. She has also served and a Principal with Ernst & Young in Sydney, Australia
as an Executive in many areas, amongst them investment prior to his present appointment.
analysis, money market trading, corporate secretarial
Mr Daly provided services to a range of clients in the
and legal as well as a Manager in the Group Chief
mining, manufacturing, engineering, oil & gas, logistics,
Executive’s Office in Permodalan Nasional Berhad.
property, telecommunications, agribusiness and the
Puan Norzilah holds a degree in Law from the University public sectors.
of Malaya, Kuala Lumpur and is a licensed Company
Mr Daly has financial management experience having
Secretary.
worked previously for the Departments of Defence and
Finance, as Financial Controller of an engineering facility
at Australian Defence Industries (ADI) and as a Manager
of Internal Audit in ADI’s corporate headquarters.
Mr Daly holds a Bachelor of Business Studies degree
from Monash University in Melbourne and is a member
of the Certified Practising Accountants (CPA) Australia.
Sime Darby Berhad | Annual Report 2013
48
MANAGEMENT TEAM PROFILE

John Edward Arkosi, OBE Choo Suit Mae


57, Australian, Group Head - Group Compliance and 52, Malaysian, Group General Counsel
Group Corporate Assurance
Ms Choo joined the Sime Darby Group in August 2006 as
Mr Arkosi was appointed Group Head of Group Group Head, Legal - Mergers & Acquisitions. In August
Compliance and Group Corporate Assurance (GCA) 2010, with the centralisation of the legal functions
on 1 February 2011 and 1 July 2012 respectively. He within the Group, she was designated Group General
had previously assumed the roles of heading the GCA Counsel.
function in the Group Head Office and various other
Ms Choo has over 25 years of experience as a corporate/
Divisions within the Sime Darby Group, after having
commercial lawyer. She began her career in private
joined in 2004 as the Regional Audit Manager for
practice in Malaysia before moving to Hong Kong where
Australia, New Zealand and the Pacific operations.
she worked for eight years as a lawyer with Reed Smith
Prior to Sime Darby, Mr Arkosi had spent over Richards Butler, Denton Wilde Sapte and Victor Chu
12 years in Papua New Guinea (PNG) – initially & Co. Upon her return to Malaysia, she resumed legal
with Coopers & Lybrand (now a merged entity – practice at Zul Rafique & Partners (where she was one of
PricewaterhouseCoopers), before he moved into the founding partners), and then as a partner in Skrine,
commerce and industry assuming various senior and one of the largest law firms in Malaysia. Her practice
general management positions and consultancy roles. focus included mergers & acquisitions, capital markets,
Whilst in PNG, Mr Arkosi was awarded the Order of structured finance/asset securitisations, cross-border
the British Empire (OBE) by Her Majesty the Queen for joint ventures, corporate finance and corporate/
services to business and the community in the 1997 debt restructuring. She has represented a number of
Queen’s Birthday Honours. multinationals, corporations and financial institutions
in both domestic and international transactions.
Mr Arkosi holds an accounting degree from Curtin
University, Perth, Australia and is a member of Certified Ms Choo holds an LLM (Masters in Law) degree in
Practising Accountants (CPA) Australia and the Institute Corporate and Commercial Law from King’s College,
of Internal Auditors, Australia and Malaysia. University of London and an LLB degree from the
University of East Anglia. She is admitted to the
Malaysian Bar, is a member of the Law Society of Hong
Kong and is on the Solicitors Roll of England and Wales.
Sime Darby Berhad | Annual Report 2013
49
MANAGEMENT TEAM PROFILE

LEELA BARROCK
46, Malaysian, Group Head, Communications &
Corporate Affairs
Ms Barrock joined the Sime Darby Group in April 2008
as the Head of Group Corporate Social Responsibility
(GCSR). In January 2009, she was appointed Group
Head - Group Communications & Corporate Affairs
(GCCA). As Group Head of GCCA, she continues to
oversee Group CSR.
Prior to joining Sime Darby, Ms Barrock was a journalist
for 14 years commencing her career with daily financial
newspaper, Business Times. In 2000, she joined Malaysia’s
leading financial and investment weekly newspaper,
The Edge, covering capital markets and corporate news.
Her main areas of coverage were the plantation and
commodities sector, the auto sector, media and regulatory
developments in the capital markets. Ms Barrock was
Associate Editor of The Edge when she left in 2008.
Ms Barrock obtained her LLB (Hons) degree in 1990 and
was admitted to the Bar of England and Wales in 1992.
She read in chambers at Skrine & Company but left the
legal profession to pursue her career in journalism in
1994.
50 Sime Darby Berhad | Annual Report 2013

REPORT ON THE
GOVERNANCE &
AUDIT COMMITTEE

The Board of Directors of Sime Darby Composition and Attendance


Berhad (SDB or the Company) is pleased The GAC during the financial year comprised three (3)
to present the report on the Governance & Independent and one (1) Non-Independent Directors.
The Chairman of the GAC, Dato’ Henry Sackville Barlow,
Audit Committee (GAC or the Committee) is a Fellow of the Institute of Chartered Accountants in
of the Board for the financial year ended England and Wales while Datuk Zaiton Mohd Hassan
30 June 2013. is a Fellow of the Association of Chartered Certified
Accountants and holds memberships in the Malaysian
In line with the Main Market Listing Institute of Accountants and the Malaysian Institute
Requirements of Bursa Malaysia of Certified Public Accountants. The GAC, therefore,
meets the requirements of paragraph 15.09(1)(c) of the
Securities Berhad (Listing Requirements),
Listing Requirements which stipulates that at least one
the Audit Committee was established (1) member of the GAC must be a qualified accountant.
on 29 September 2007. With effect The GAC Chairman reports to the Board on principal
from 25 November 2010, the Committee matters deliberated at GAC meetings. Minutes of each
was renamed the Governance & Audit meeting are circulated to the Board at the next most
Committee to reflect more accurately practicable Board meeting.
the powers delegated to the Committee The GAC had five (5) meetings during the financial year
with regard to oversight over governance ended 30 June 2013.
matters. The members of the GAC and the record of their
attendance are as follows:

No. of Meetings
Member Attended
Dato’ Henry Sackville Barlow 5 out of 5
(Chairman/Senior Independent
Non-Executive Director)
Tan Sri Datuk Amar (Dr) Tommy 5 out of 5
Bugo @ Hamid Bugo
(Member/Independent Non-
Executive Director)
Datuk Zaiton Mohd Hassan 5 out of 5
(Member/Non-Independent Non-
Executive Director)
Ir Dr Muhamad Fuad Abdullah 2 out of 2*
(Member/Independent Non-
Executive Director)
(Appointed as Member on 4
February 2013)

* Reflects the number of meetings held during the time


the Director held office
Note: During the financial year ended 30 June 2013, Dato’
Sreesanthan Eliathamby being a member of the GAC,
had taken leave of absence from the Board and Board
Committees on 25 July 2012 and had subsequently
retired from the Board at the Annual General Meeting
of SDB on 8 November 2012.
Sime Darby Berhad | Annual Report 2013
51
REPORT ON THE GOVERNANCE & AUDIT COMMITTEE

During the financial year ended 30 June 2013, the 2.2.1 To read and understand financial
President & Group Chief Executive (PGCE), Group Chief statements, including a company’s
Operating Officer, Group Chief Financial Officer (GCFO), Statements of Financial Position,
Group Head of Group Compliance & Group Corporate Profit or Loss, Comprehensive Income
Assurance and Group Head of Risk Management and Cash Flows;
attended the GAC meetings for the purpose of briefing
the Committee on their areas of responsibility. The 2.2.2 To analyse financial statements and
external auditors also briefed the Committee on matters ask pertinent questions about the
relating to the external audit at five (5) GAC meetings company’s operations against internal
during the financial year and provided a high level controls and risk factors; and
review of the financial position of the Group at the 2.2.3 To understand and interpret the
quarterly meetings of the GAC. Time was also set aside application of approved accounting
for the external auditors to have private discussions with standards.
the Committee in the absence of Management, except
2.3 At least one member of the GAC shall
for the Group Secretary. During the financial year, five
be a member of the Malaysian Institute
(5) private sessions were held between the GAC and the
of Accountants or shall fulfil such other
external auditors. The Group Head of Group Compliance
requirements as prescribed in the Listing
& Group Corporate Assurance also met with the
Requirements.
Committee on a private basis at each quarterly meeting
of the GAC. 2.4 No alternate Director shall be appointed as a
member of the GAC.
Terms of Reference 2.5 The Chairman of the GAC shall be an
i n d e p e n d e nt n o n - e x e cu t ive Di re c t o r
1. PURPOSE appointed by the Board.
1.1 The GAC is established as a committee of the
2.6 Members of the GAC may relinquish their
SDB Board of Directors (the Board) with the
membership in the GAC with prior written
following primary objectives:
notice to the Group Secretary. If a member
1.1.1 To assist the Board in fulfilling its of the GAC resigns or for any reason ceases
statutory and fiduciary responsibilities to be a member of the GAC resulting in non-
of monitoring the SDB Group of compliance with the Listing Requirements,
Companies’ (Group) management then the Board shall, within three (3) months
of financial risk processes, and of that event, appoint such number of new
accounting and financial reporting members as may be required.
practices.
2.7 Reappointment of GAC members shall be
1.1.2 To review the Group’s business subject to a review of the term of office
process, the quality of the Group and performance of the GAC and each of its
a cco u n t i n g f u n c t i o n , f i n a n c i a l members by the Board to determine whether
reporting and the system of internal the GAC and its members have carried out
controls. their duties in accordance with their terms of
1.1.3 To enhance the independence of reference.
both the external and internal audit
3. AUTHORITY
functions by providing direction to
and oversight of these functions on 3.1 The GAC is authorised by the Board to:
behalf of the Board. 3.1.1 Investigate any activity within its
1.1.4 To assist the Board in ensuring that terms of reference and shall have
an effective ethics programme is direct communication channels
implemented across the Group, and with Group Corporate Assurance
monitor compliance with established Depar tment (GCAD) and Group
policies and procedures. Compliance Office (GCO), GCFO,
Divisional Chief Financial Officers, and
2. COMPOSITION AND APPOINTMENT external auditors.
2.1 The GAC shall be appointed by the Board from 3.1.2 Have the resources in order to perform
amongst their number and shall consist of its duties as set out in its terms of
not less than four (4) members. All members reference.
of the GAC shall be non-executive Directors,
3.1.3 Have full and unrestricted access
a majority of whom shall be independent
to information pertaining to the
Directors.
Company and the Group, their records,
2.2 All members of the GAC shall be financially properties and personnel.
literate and have the ability: 3.1.4 Obtain ex ternal legal or other
independent professional advice as
necessary.
Sime Darby Berhad | Annual Report 2013
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REPORT ON THE GOVERNANCE & AUDIT COMMITTEE

3.1.5 Convene meetings with the external 4.1.3 The GAC shall discuss problems and
auditor, GCAD and GCO or both issues arising from the interim and final
without the attendance of any external audits, and any matter the
executive, and if appropriate, the external auditors may wish to discuss
Group Secretary, whenever deemed in the absence of Management, where
necessary. necessary.
3.1.6 Have immediate access to reports on 4.1.4 The GAC shall provide the Board with
fraud or irregularities from GCAD and assurance on the quality and reliability
GCO. of financial information used by the
3.1.7 Authorise an investigation where Board and of the financial information
there is possible fraud, illegal acts issued publicly by SDB and the Group.
or suspected violation of the code of 4.1.5 The GAC shall regularly review
conduct involving senior management individual Division’s financial results
or members of the Board. and performance, and shall discuss
The GAC shall report to the Board on matters such results with Management, as
considered and its recommendations thereon, necessary.
pertaining to the Group. 4.2 Oversight of GCAD and GCO, and Controls
Environment
4. FUNCTIONS AND DUTIES
4.2.1 The GAC shall perform the following in
The main functions and duties of the GAC shall relation to internal controls:
include the review of the following areas and
report of the same to the Board: • Oversee the internal controls
framework to ensure operational
4.1 Financial Repor ting and Per formance
effectiveness and adequate
Oversight
protection of SDB’s and the Group’s
4.1.1 The GAC shall review the quarterly assets from misappropriation.
and annual financial statements of • Review, challenge and approve
SDB and the Group with Management the GCAD and GCO audit plan, risk
and external auditors focusing on assessment and audit methodology
the matters set out below, prior to and ensure robustness in the audit
approval by the Board: planning process.
• A n y c h a n g e i n a c c o u n t i n g • Review the adequacy of the internal
policies and practices, and its audit scope, audit programmes,
implementation; functions and resources of
• Significant adjustments arising GCAD and GCO, and ensure it is
from the audit; able to undertake its activities
• The going concern assumption; and independently and objectively, and
• Co m p l i a n ce w i t h a cco u nt i n g that it has the necessary authority
standards and regulatory to carry out its work.
requirements. • Review the internal audit reports
prepared by GCAD and GCO,
4.1.2 The GAC shall review with the
discuss major findings and
external auditors the audited financial
Management’s response, and
statements for the purpose of
ensure appropriate action is taken
approval prior to presentation to the
on the recommendations of GCAD
Board for adoption, for the following:
and GCO.
• Whether the auditor’s report 4.2.2 T h e G A C s h a l l a p p r o v e t h e
contained any qualification which appointment or termination of
must be properly discussed and Heads of GCAD and GCO, and senior
acted upon; members of GCAD and GCO. The GAC
• Whether there is any significant shall be informed of any resignation
change and adjustment in of the Heads of GCAD and GCO and
the presentation of financial members of GCAD and GCO and
statements; provide them an opportunity to
• Whether it is in compliance with submit his/her reason for resignation.
laws and accounting standards;
4.2.3 The GAC shall assess the performance
• Whether there is any material of the Heads of GCAD and GCO,
fluctuation in balances; and review the assessment of the
• Whether there is any significant performance of other members of
variation in audit scope and GCAD and GCO.
approach; and
• Whether there is any significant
commitment or contingent liability.
Sime Darby Berhad | Annual Report 2013
53
REPORT ON THE GOVERNANCE & AUDIT COMMITTEE

4.2.4 The GAC shall review the results of • Internal control procedures with
validation performed by GCAD and regard to such transactions are
GCO on Controls Self Assessment sufficient and review any conflict
(CSA) sign-offs by Management. of interest situation; and
4.3 Governance Oversight • Transaction is not detrimental
to the interest of minority
4.3.1 The GAC shall be assisted by GCO to shareholders.
drive the ethics programme across
the Group, including ensuring that 4.6 Audit Committee Report
the Code of Business Conduct (COBC) 4.6.1 Prepare an audit committee report at
and ‘whistleblower programme’ is the end of the financial year pursuant
implemented across the Group, and to the Listing Requirements.
complied with.
4.7 Share Issuance Scheme
4.3.2 The GAC shall review and endorse
the ethics programme for the Board’s 4.7.1 The GAC shall verify the criteria for
approval and monitor the progress of the allocation of shares to the eligible
implementation. employees and/or vested in a grantee
under the Scheme and ensure the
4.3.3 The GAC shall assess the effectiveness same is disclosed to the eligible
of the ethics programme and employees and/or grantee at the end
the ethical climate of the entire of each financial year as required by
organisation, and recommend to the the Listing Requirements.
Board necessary changes to the COBC.
The GAC shall also ensure that a
4.3.4 T h e GAC s h a l l r e v i e w r e p o r t s
Statement by the GAC verifying the
on violations of the COBC and
allocation of shares to the eligible
whistleblowing issues, as well as
employees and/or grantee under the
breaches involving pivotal positions.
Scheme is included in the Company’s
4.4 Dealings with External Auditors Annual Report.
4.4.1 The GAC shall recommend to the 4.8 Other Matters
Board, the appointment of the
4.8.1 The GAC shall ensure that proper
external auditors and the audit fee,
processes and procedures are in place
and any resignation or dismissal of the
to comply with all laws, regulations
external auditors.
and rules established by all relevant
4.4.2 The GAC shall discuss the following regulatory bodies and which could
with the external auditors: have a significant impact on the
• The nature and scope of audit; Group’s financial statements.
• The audit plan; 4.8.2 The GAC shall undertake any such
• Coordination of audit where more other function as may be determined
than one audit firm is involved; by the Board from time to time.
• Evaluation of the system of internal 5 MEETINGS
controls;
• Effectiveness of management 5.1 Frequency
information system including any 5.1.1 The GAC shall meet at least quarterly
suggestions for improvement and in a financial year. Additional meetings
Management’s response; shall be scheduled as considered
• The audit reports; and necessary by the Chairman of the GAC.
• Any assistance given by SDB’s 5.1.2 The Heads of GCAD and GCO shall
and the Group’s employees to the attend meetings of the GAC as a
auditors. permanent invitee unless otherwise
4.5 Related Party Transactions decided by the Chairman. The PGCE,
GCFO, and a representative of the
4.5.1 The GAC shall review related party external auditors shall normally be
transactions entered into by SDB and invited to attend the meetings.
the Group to ensure that:
5.1.3 Other members of the Board may
• Transactions are in the best interest at te n d th e m e e tin gs u pon the
of the Group; invitation of the GAC. Division
• Transactions are fair, reasonable Executive Vice Presidents (EVP) may
and undertaken on the Group’s be invited to the meetings where
normal commercial terms; necessary.
Sime Darby Berhad | Annual Report 2013
54
REPORT ON THE GOVERNANCE & AUDIT COMMITTEE

5.1.4 At least twice a year, the GAC shall 5.5.5 The Heads of GCAD and GCO and
meet with the external auditors relevant members of Management
without the presence of any executive shall be provided with the minutes
member. and Matters Arising for follow up on
key actions required.
5.2 Notice and Agenda
5.2.1 The notice of GAC meetings shall be 5.6 Meeting Mode
circulated at least 5 days before each A meeting shall normally be conducted
meeting. face-to-face to enable effective discussion,
5.2.2 The agenda for each meeting including however, meetings may also be conducted via
relevant documents and information telephone conferencing, video conferencing
requested by the GAC shall be or other appropriate means as determined by
circulated before each meeting to the the GAC.
GAC members, the external auditors 5.7 Secretary
and all those who are required to
The Secretary to the GAC shall be the Group
attend the meeting.
Secretary or a person recommended by the
5.2.3 The GAC meeting agendas shall be the Group Secretary and approved by the Board.
responsibility of the Chairman with
input from the members.
5.2.4 The Chairman may also invite other Summary of Activities of the GAC
members of Management and other during the Financial Year
persons to participate in this process,
if necessary. The activities undertaken by the GAC during the financial
year ended 30 June 2013 were as follows:
5.3 Quorum
The quorum for a meeting of the GAC shall i. Financial Reporting
be three (3) members, with the majority • Review of the quarterly unaudited financial
of members present being independent results and the related press statements for
directors. In the absence of the Chairman, the recommendation to the Board for approval.
members present shall elect a Chairman from • Review of the audited financial statements of the
amongst them to chair the meeting. Company and the Group for recommendation to
5.4 Voting the Board for approval.
All resolutions of the GAC shall be adopted by • Review of the Report on the GAC, Statement
a simple majority vote, each member having on Risk Management and Internal Control and
one vote. In case of equality of votes, the Statement on Corporate Governance prior to
Chairman of the GAC shall have a second or their inclusion in the Company’s Annual Report.
casting vote. • Review of the Group’s financial and foreign
currency exposures.
5.5 Meeting Minutes
• R e v i e w o f t h e G r o u p ’ s m a j o r c a p i t a l
5.5.1 The minutes of the meeting shall expenditure.
be action-oriented, and record the
deliberations and decisions of the ii. Internal and External Audit
GAC. Minutes shall include compiled • Review of the external auditors’ and GCAD’s
Board instructions as Matters Arising scope of work and audit plans.
for discussion at each GAC meeting to
• Receive the reports prepared by the external
ensure proper follow through.
auditors and GCAD.
5.5.2 Copies of the draft minutes shall be • Consider the major findings and key significant
distributed to GAC members within external/internal audit matters raised by the
three weeks from the meeting. The external auditors and GCAD and Management’s
minutes shall be approved by the response and follow-up actions thereto.
Chairman of the meeting at which
the proceedings are held or by the • Consider the global audit fees of the external
Chairman of the next succeeding auditors for recommendation to the Board for
meeting. approval.

5.5.3 Copies of minutes of each meeting • Review the cases investigated by GCAD arising
shall be distributed to all members from whistleblowing.
of the Board, GAC, PGCE, GCFO and • Meet quarterly with the external auditors/
Heads of GCAD and GCO to ensure Group Head of Group Compliance & Group
proper key actions are acted upon. Corporate Assurance without the presence of
Management except for the Group Secretary.
5.5.4 The GAC, through its Chairman, shall
update the Board on the activities
undertaken by the GAC at each Board
meeting.
Sime Darby Berhad | Annual Report 2013
55
REPORT ON THE GOVERNANCE & AUDIT COMMITTEE

• Review of progress updates on major projects • Annual assessment of the performance rating
and acquisitions. of GCO, GCAD and the Group Head of Group
• Review of the minutes of meetings of the Audit Compliance & Group Corporate Assurance.
Committees of the subsidiaries of the Group. • Annual assessment of the audit rating score and
• Review and recommend enhancements to the targets for the PGCE’s scorecard.
Group’s governance and audit processes.
iii. Related Party Transactions
Performance-Based Employee
• Review of significant related party transactions
Share Scheme
entered into/to be entered into by the Company The GAC is required to make a statement in the
and the Group and the disclosure of such Company’s Annual Report verifying the allocation of
transactions in the Annual Report. shares to the eligible employees and/or grantee under
the Company’s Share Issuance Scheme.
• Review of the Circular to Shareholders with
regard to the proposed renewal of shareholders’ During the financial year ended 30 June 2013, the
mandate for existing recurrent related party Company did not grant any share under the Performance-
transactions and proposed new shareholders’ Based Employee Share Scheme.
mandate for additional recurrent related party
transactions of a revenue or trading nature for
the Board’s approval. Group Compliance Office
• Review of related party transactions which The GCO was established in February 2011 as an
are announceable pursuant to the Listing independent and objective function to assist the Board,
Requirements prior to disclosure to Bursa GAC and Management in coordinating compliance risk
Malaysia Securities Berhad. management activities, and to provide reasonable
assurance to the Board and Management that the
• Review of the updated internal guidelines on Group’s operations and activities are conducted in line
related party transactions and annual review of with all applicable legal and regulatory requirements,
processes and procedures on recurrent related internal policies and procedures, COBC and standards
party transactions. of good practice applicable to the Group’s operations.
• Review of the impact to the Group of the
Financial Reporting Standard 124 Related Party The functions of GCO are as follows:
Disclosures. i. Coordinating with Management to identify,
iv. Other activities assess and formulate mitigating measures for
the compliance risks associated with the Group’s
• Review of the Circular to Shareholders in current and proposed future business activities,
respect of amendments to the Memorandum including new products, new business relationships
and Articles of Association of the Company for and any extension of operations or network on an
recommendation to the Board for approval. international level.
• Co n s i d e r t h e p r o p o s e d d i v i d e n d f o r ii. Developing, initiating, maintaining and revising
recommendation to the Board for approval. policies and procedures for the general operation
• Commissioning of special reviews on specific of the compliance programme and its related
areas of operations. activities.
• Review of the report on the activities of GCO. iii. Monitoring, and, as necessary, coordinating
• Review and recommend the revised Group compliance activities of other departments to
Po l i ci e s a n d Au t h o ri t i e s ( G PA ) , Te r m s remain abreast of the status of all compliance
of Reference of GAC, Competition Law activities and to identify trends.
Compliance Manual, Group Data Protection iv. Identifying potential areas of compliance
a n d P riv a c y Re co rd s M a n a g e m e nt a n d vulnerability and risk; developing/implementing
Groupwide eProcurement enhancements for corrective action plans for resolution of
recommendation to the Board for approval. problematic issues; and providing general
• Review of the governance structure of the guidance on how to avoid or deal with similar
Group. situations in the future.
• Review of the Group Information Technology v. Establishing standards and procedures to minimise
( I T ) Ro a d m a p , St r ate gy B l u e p ri nt a n d and detect criminal conduct.
Initiatives, and the Group’s IT General Controls vi. Instituting and maintaining an ef fective
Environment Report. compliance communication programme for the
• Review of outstanding consultancy and other Group by taking reasonable steps to communicate
contracts of the Divisions. periodically and in a practical manner, the
• Review of the Group’s Global Trading & standards and procedures, and other aspects of
Marketing position. the compliance and ethics programme.

• Review of GCAD’s validation report on the vii. Establishing and/or supervising appropriate
eligibility criteria and accuracy on the Long compliance checks and controls through such
Term Incentive Plan allocation. initiatives as Control Self-Assessment.
Sime Darby Berhad | Annual Report 2013
56
REPORT ON THE GOVERNANCE & AUDIT COMMITTEE

viii. Collaborating with other departments (e.g. Group Internal Audit Functions and
Risk Management, GCAD, Group Human Resources)
Activities
to direct compliance issues to appropriate existing
channels for investigation and resolution; and The Group has an in-house internal audit function
consulting with Group Legal as needed to resolve which is carried out by GCAD. GCAD reports direct to
difficult legal compliance issues. the GAC and its principal responsibility is to undertake
regular and systematic reviews of the systems of internal
ix. Establishing and providing direction and
controls so as to provide reasonable assurance that
management of the whistleblowing function.
such systems continue to operate satisfactorily and
x. Responding to alleged violations of rules, effectively in the Company and the Group.
regulations, policies, procedures, and the COBC by
evaluating and/or recommending the initiation of GCAD has been organised as a centralised department
investigative procedures as appropriate, ensuring with divisional Corporate Assurance Departments and
uniform handling and resolution of such violations. has direct control and supervision for the audit across
the Group. GCAD is also responsible for the conduct of
xi. Developing and periodically reviewing and
regular and systematic reviews of environmental, safety
updating the GPA and the COBC to ensure
and health issues in the Company and the Group.
continuing relevance in providing guidance to
Directors, Management and Employees. The attainment of the above objectives involves the
following activities being carried out by GCAD:
GCO reports functionally to the GAC and administratively
to the PGCE. The GCO shall have full and unrestricted i. Reviewing and appraising the soundness, adequacy
access to the PGCE, Chairman of the Board, GAC and application of accounting, financial and other
members and if necessary, the Board members. controls and promoting effective control in the
Company and the Group at reasonable cost.
The GAC shall, on an annual basis, assess whether the
purpose, authority and responsibility of GCO continues ii. Ascertaining the extent of compliance with
to be adequate to enable GCO to accomplish its objective established policies, procedures and statutory
and the results of assessment shall be communicated to requirements.
the Board. iii. Ascertaining the extent to which the Company’s
and the Group’s assets are accounted for and
The activities undertaken by GCO during the financial
safeguarded from losses of all kinds.
year ended 30 June 2013 include:
iv. Appraising the reliability and usefulness of
• The annual revision of the GPA.
information developed within the Company and
• The rollout of the COBC training. the Group for Management.
• Regulatory Compliance identification and assessment
v. Recommending improvements to the existing
programme at Plantation and Property Divisions.
systems of controls.
vi. Carrying out audit work in liaison with the external
auditors to achieve effective usage of resources
and coverage of key risk areas.
vii. Carrying out investigations and special reviews
requested by Management and/or the GAC.
viii. Carrying out environmental, safety and health
audits on the Company and the Group.
ix. Identifying opportunities to improve the
operations of and processes in the Company and
the Group.
x. Carrying out analyses to determine the efficiency
of businesses carried out by the Group.
All internal audit functions during the financial year
were conducted by GCAD. There were no areas of the
internal audit functions which were outsourced. During
the financial year ended 30 June 2013, the total cost
incurred for the internal audit function was RM39.7
million (2012: RM39 million).
This report is made in accordance with a resolution of
the Board of Directors dated 24 September 2013.
Sime Darby Berhad | Annual Report 2013 57

STATEMENT ON
CORPORATE GOVERNANCE
Sime Darby Berhad Group’s Our Corporate Governance Framework is the means by
which the SDB Board of Directors (Board) delegates
Corporate Governance Framework functions and powers to the Flagship Subsidiary Boards
(FSB) of the respective Divisions, and facilitates the
Overview
delegation of day-to-day management to operating
The Corporate Governance Framework of the Sime Darby personnel.
Berhad (SDB or the Company) Group has been designed
with the following key aims: The hallmark of SDB’s Governance Framework is the
• Promotion of transparency, accountability and a two-tier board structure, headed by the Board of SDB
responsive attitude. and supported by Divisional FSBs. Each Divisional FSB
• Provision of operating autonomy to the various core is charged with operational oversight of its Division but
business divisions (Divisions) and SDB Group companies remains subject to the direction and counsel of the Board,
towards the achievement of business objectives while particularly on matters of strategy and policy. In addition,
maintaining adequate checks and balances. Board Committees have been established to assist the
Board in discharging its responsibilities.
• Cultivation of ethical business conduct and desired
behaviours based on the Group’s core values and The structure is modular and Divisional FSBs can be added
business principles, which are also set out in the Code of or removed as businesses are acquired or disposed of.
Business Conduct. Clear terms of reference ensure the Divisional FSBs remain
focused on all aspects of Divisional operations. This
In addition to enhancing good governance practices, our
allows the Board to take a broader perspective, looking
Corporate Governance Framework has also taken into
at enterprise issues such as strategy, risk management
consideration pertinent stock exchange and regulatory
and governance.
requirements, such as:
• Bursa Malaysia Securities Berhad’s (Bursa Securities) Each Divisional FSB is structured to ensure a balanced
M a i n M a rke t L i s t i n g Re q u i re m e n t s ( L i s t i n g composition, with members drawn from the Board and
Requirements). Senior Management, as well as including independent
• The Green Book: Enhancing Board Effectiveness by the industry experts. All nominations to the Board and
Putrajaya Committee on Government-Linked Companies Divisional FSBs are reviewed by the Nomination &
(GLC) High Performance (Green Book). Remuneration Committee (NRC), of which Independent
• Corporate Governance Guide: Towards Boardroom Directors are the majority. The roles of the Chairman of
Excellence (CG Guide) issued by Bursa Malaysia Berhad. the Board, and the President & Group Chief Executive
• Corporate Governance Blueprint issued by the Securities (PGCE) are distinct and separate.
Commission of Malaysia.
• The Malaysian Code on Corporate Governance 2012
(MCCG 2012).

two-tier board structure


Governance & Audit Nomination & Remuneration
Committee Committee
Chairman & majority independent Chairman & majority independent

Risk Management
Committee
SDB Board Litigation Committee

50% independent
Long Term Incentive
Sustainability Committee
Plan Committee

Property Energy & Utilities Energy & Utilities Healthcare


Plantation Industrial Motors
FSB (Non-China) (China) FSB
FSB FSB FSB
FSB FSB
One third are One third are One third are One third are One third are One third are One third are
independent, independent, independent, independent, independent, independent, independent,
external external external external external external external
directors directors directors directors directors directors directors

Note: Healthcare has been injected into a jointly controlled entity known as Ramsay Sime Darby Health Care Sdn Bhd (formerly
known as Sime Darby Global Healthcare Sdn Bhd) (RSDHC) following the completion of the joint venture arrangement on
30 June 2013.
Sime Darby Berhad | Annual Report 2013
58
STATEMENT ON CORPORATE GOVERNANCE

The Board and Senior Management have established the Compliance and Risk Management functions. The direct
organisational structure and reporting lines necessary reporting lines to the Governance & Audit Committee
to plan, execute, control and periodically assess the (GAC) and the Risk Management Committee (RMC)
activities of the Group. The operating structure includes enable these functions to operate with a high degree
defined delegation of responsibilities to the Committees of impartiality and independence from the rest of the
of the Board, management of Group Head Office (GHO), organisation, emphasising the Group’s commitment
Divisional FSB and operating units. towards a high standard of governance. The Group
Secretary serves as a key advisor to the Board on matters
Within the SDB Group, the three (3) key gatekeepers
of good corporate governance.
of good corporate governance are the Assurance,

Group level
SDB Board

Governance & Audit Risk Management


Committee Committee

Group Head - Group Head - President & Group


Group Compliance and Risk Management Chief Executive
Group Corporate Assurance

Division Division Division Executive Vice


Division Risk
Assurance Compliance President/Senior Vice
Officer
Officer Officer President

Governance & Audit


Committee

FSB
Primary/direct reporting
Division level Secondary reporting

Note: Group Head - Group Compliance and Group Corporate Assurance, and Group Head - Risk Management have administrative
reporting lines to the President & Group Chief Executive.

The Company has also developed a Directors’ Handbook Application of the Malaysian Code
which clearly states the aims of good corporate
governance and outlines the roles and responsibilities
on Corporate Governance 2012
of the Board, FSB and Board Committees as well as their The following sections explain how the Board has
authority limits. Within the Directors’ Handbook is the applied the Principles of MCCG 2012 with due regard to
SDB Board Charter which serves as a comprehensive the accompanying Recommendations.
constitution for the Board, and in summary addresses
the following pertinent matters: Principle 1: Establish clear roles and responsibilities
• An emphasis on the purpose of the Board. The Board recognises its duty and privilege as the apex
• The structure and composition of the Board. governing body of the Group. The Board is cognisant of
• The roles and responsibilities of the Board and those the need to protect and enhance the long-term interests
delegated to Management, including the Board’s of the many stakeholders of the Group. Each member of
oversight role, its relationship with and responsibility the Board undertakes this governance role by:
to the FSBs and assurance providers.
i. Monitoring the effectiveness of the management
• Authority, duties and functions of the Board,
team to satisfy himself/herself that the Group’s
including the right to obtain advice, to have access to
affairs are being properly managed.
personnel of the Group and to convene meetings as
required. ii. Devoting time required on the Group’s businesses,
including preparing for, and attending Board and
• The conduct of Board meetings.
Board Committee meetings.
Sime Darby Berhad | Annual Report 2013
59
STATEMENT ON CORPORATE GOVERNANCE

iii. Interacting on a reasonable level with the executive ii. Acquisitions, disposals and transactions exceeding
management team, including visiting operational the authority limits delegated by the Board to the
sites to gain a better understanding of the Group’s FSB.
businesses. iii. Changes to senior GHO and Division Management.
iv. Equipping himself/herself with a basic level of iv. Changes to key policies, procedures and delegated
financial literacy and an understanding of his/her authority limits.
legal duties.
During the financial year ended 30 June 2013, eleven (11)
Recommendation 1.1 Board meetings were held to consider and deliberate
The Board should establish clear functions reserved for various issues including the matters mentioned above.
the Board and those delegated to Management All Directors attended more than 50% of the Board
Meetings held during the financial year and have
The Board reserves full decision-making powers on the complied with the Listing Requirements of Bursa
following matters: Securities in terms of attendance, with the exception
i. Group and Division strategy, plans and budget. of Dato’ Sreesanthan Eliathamby who took leave of
absence in July 2012, details of which are as follows:

No. of Meetings
Director Date of Appointment Attended %
Tun Musa Hitam 1
29.09.2007 6 out of 6^
100
Tan Sri Dato’ Sri Hamad Kama Piah Che Othman 16.11.2010 11 out of 11 100
(Deputy Chairman)
Tan Sri Samsudin Osman2 19.12.2008 10 out of 11 91
Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin 14.09.2007 11 out of 11 100
Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Bugo 26.08.2010 11 out of 11 100
Tan Sri Datuk Dr Yusof Basiran 16.11.2010 11 out of 11 100
Datuk Zaiton Mohd Hassan 16.11.2010 11 out of 11 100
Dato Sri Lim Haw Kuang 26.08.2010 10 out of 11 91
Dato’ Henry Sackville Barlow 29.09.2007 11 out of 11 100
Dato’ Azmi Mohd Ali 16.11.2010 11 out of 11 100
Tan Sri Dato’ Sri Dr Wan Abdul Aziz Wan Abdullah 10.12.2012 4 out of 4^
100
Ir Dr Muhamad Fuad Abdullah 04.02.2013 4 out of 4^
100
Dato’ Sreesanthan Eliathamby3 26.08.2010 - -
Tan Sri Dato’ Mohd Bakke Salleh 16.11.2010 11 out of 11 100

Note:
1 Retired as Chairman of the Board of SDB with effect from (w.e.f.) 8 November 2012.
2 Appointed as Acting Chairman of the Board of SDB w.e.f. 8 November 2012 and redesignated as Director w.e.f. 1 July 2013.
Dato’ Abdul Ghani Othman was appointed as the Chairman of the Board of SDB w.e.f. 1 July 2013.
3 Took leave of absence from the Board of SDB, FSBs and all committees of the SDB Group on 25 July 2012. Subsequently, retired
as Director of the Board of SDB w.e.f. 8 November 2012.
^ Reflects the number of meetings scheduled during the time the Director held office.

In view of the size of the SDB Group, FSBs were Broadly, the FSB’s key roles are to:
established to exercise oversight over each core • Oversee the operations of the respective Divisions,
Division within the Group. Each FSB has up to three (3) which include but are not limited to overseeing
representatives from the Board, facilitating a clear and their business strategy and performance, human
unambiguous line of oversight from the Board to the capital management, corporate governance and risk
Divisions. management practices.
The role of the FSB is to oversee the operations of the • Fulfil its statutory and fiduciary responsibilities of
respective Divisions, subject always to the direction and monitoring management and financial risk processes;
counsel of the Board and compliance with any policy and and accounting and financial reporting practices of
delegated authority limits set by the Board. the Division.
• Review the Division’s business efficiency and the
quality of the Division’s accounting function, financial
reporting processes and system of internal controls.
Sime Darby Berhad | Annual Report 2013
60
STATEMENT ON CORPORATE GOVERNANCE

• Enhance the independence of both the external and


internal audit functions by providing direction to, and 2. Authority
exercising oversight of, these functions. • The FSB is authorised to access, without
• Ensure the implementation of an effective ethics restriction, information, records and
programme across the Division and monitor documents pertinent to its activities. This
compliance with established policies and procedures. shall include personnel of the Group such
Each FSB has the discretion to establish its own Board as the Group Heads of Group Compliance
Committee to facilitate the discharge of its duties and and Group Corporate Assurance, Group
responsibilities. The FSB of the Plantation Division Risk Management (GRM), Divisional
has established its own GAC to assist in, inter-alia, Chief Financial Officers and the external
monitoring the financial risk processes and accounting auditors.
and financial reporting practices, considering the • The FSB shall repor t to the Main
reports and recommendations by the internal and Board on matters considered and its
external auditors and reviewing the overall results of the recommendations, which may include
companies within the Division. instances of irregularities or breaches of
the Code of Conduct.
The role of the Board together with the FSBs, as
outlined above, is in line with the following roles and 3. Functions and Duties
responsibilities of the Board as espoused by MCCG The FSB shall:
2012:
• Contribute to the development of the
• Review and adopt a strategic plan for the Company. Division’s business strategy and approve
• Oversee the conduct of the Company’s business such strategy in addition to overseeing its
to evaluate whether the business is being properly implementation.
managed.
• Review and approve the quarterly and
• Identify the principal risks and ensure the annual financial statements of the
implementation of appropriate systems to manage Division, after considering the reports
these risks. and recommendations of the external
• Manage the succession planning process, including auditors.
appointing, training, fixing the compensation of and,
• O v e r s e e t h e m a n a g e m e n t o f t h e
where appropriate, replacing Senior Management.
Division, including tracking of cash
• Develop and implement an investor relations flows, development of suitable operating
programme or shareholders’ communication policy policies and human capital management.
for the Company.
• Ensure the implementation and effective
• Review the adequacy and the integrity of the
functioning of risk management processes
Company’s internal control systems and management
and internal controls, which includes
information systems, including systems for
ascertaining adherence to the Group’s
compliance with applicable laws, regulations, rules,
policies, procedures, directives and limits
directives and guidelines.
of authority.
The salient Terms of Reference (TOR) of the FSB are as
follows: 4. Reserved Matters
The following matters are reserved for the
1. Composition, Appointment and Meetings deliberation of the FSB, which shall also
require the approval of the SDB Board:
• The NRC of the Board shall recommend
members to each FSB who shall be • Divisional strategy, corporate plans and
endorsed by the Board prior to the annual budgets.
appointment being tabled for approval by • Acquisitions and disposals of undertakings
the relevant FSB. and properties, and transactions in the
• The FSB shall consist of up to ten (10) amounts set out in the Limits of Authority.
members, comprising a mix of Directors This applies to:
and Senior Management (including the a. both capital and revenue items.
PGCE). b. related party transactions.
• All FSB members shall possess the c. both usual and project related
relevant knowledge, skills, functional or transactions.
management experience necessary to • Major investments, divestments, mergers,
contribute in an effective manner. joint ventures, and financial decisions.
• The FSB shall meet at least four (4) times • Changes to Management including the
in the financial year, with appropriate removal of those in key pivotal positions
notice given and all relevant records and and control structure within the Division.
minutes made available for the purpose of • Changes in the key policies and procedures
the meetings. and delegated authority limits.
Sime Darby Berhad | Annual Report 2013
61
STATEMENT ON CORPORATE GOVERNANCE

The members of each FSB during the financial year ended 30 June 2013 and their attendance at the FSB meetings are as
follows:

PLANTATION No. of Meetings


Sime Darby Plantation Sdn Bhd Date of Appointment Attended %
Tun Musa Hitam1 31.12.2010 1 out of 1^ 100
Tan Sri Samsudin Osman2 01.02.2013 3 out of 3^ 100
Tan Sri Datuk Dr Yusof Basiran 31.12.2010 4 out of 4 100
Dato’ Henry Sackville Barlow 31.12.2010 4 out of 4 100
Tan Sri Dato’ Mohd Bakke Salleh 30.12.2010 4 out of 4 100
Dato’ Abd Wahab Maskan 30.12.2010 3 out of 4 75
Datuk Franki Anthony Dass 30.12.2010 4 out of 4 100
Encik Rosely Kusip 31.12.2010 4 out of 4 100
Dato’ Che Abdullah @ Rashidi Che Omar 31.12.2010 3 out of 4 75
Note:
1 Ceased as the Chairman and Director of Sime Darby Plantation Sdn Bhd w.e.f. 8 November 2012.
2 Appointed as the Interim Chairman of Sime Darby Plantation Sdn Bhd w.e.f. 1 February 2013 and resigned as Director of
Sime Darby Plantation Sdn Bhd w.e.f. 1 July 2013. Dato’ Abdul Ghani Othman was appointed as the Chairman of Sime Darby
Plantation Sdn Bhd w.e.f. 1 July 2013.
^ Reflects the number of meetings scheduled during the time the Director held office.

INDUSTRIAL No. of Meetings


Sime Darby Industrial Holdings Sdn Bhd Date of Appointment Attended %
Tan Sri Samsudin Osman (Chairman) 18.01.2011 4 out of 4 100
Dato’ Azmi Mohd Ali 30.12.2010 4 out of 4 100
Tan Sri Dato’ Mohd Bakke Salleh 30.12.2010 4 out of 4 100
Madam Tong Poh Keow 30.12.2010 4 out of 4 100
Mr Scott William Cameron 24.01.2011 4 out of 4 100
Mr James Chapman Sheed 30.12.2010 3 out of 4 75
Dato’ Ahmad Pardas Senin 30.12.2010 3 out of 4 75
Dato’ Sri Abdul Hamidy Abdul Hafiz 30.12.2010 3 out of 4 75

MOTORS No. of Meetings


Sime Darby Motors Sdn Bhd Date of Appointment Attended %
Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin 31.12.2010 6 out of 6 100
(Chairman)
Tan Sri Datuk Dr Yusof Basiran1 31.12.2010 4 out of 4^ 100
Tan Sri Dato’ Sri Dr Wan Abdul Aziz Wan Abdullah 2
05.02.2013 2 out of 2^ 100
Datuk Zaiton Mohd Hassan 31.12.2010 5 out of 6 83
Tan Sri Dato’ Mohd Bakke Salleh 30.12.2010 6 out of 6 100
Madam Tong Poh Keow 30.12.2010 6 out of 6 100
Dato’ Lawrence Lee Cheow Hock 04.08.2006 6 out of 6 100
Datuk Karownakaran @ Karunakaran Ramasamy 31.12.2010 6 out of 6 100
Dato’ Sri Abdul Hamidy Abdul Hafiz 31.12.2010 6 out of 6 100
Datuk Syed Abu Bakar Syed Mohsin Almohdzar 11.02.2011 6 out of 6 100
Note:
1 Resigned as Director of Sime Darby Motors Sdn Bhd w.e.f. 5 February 2013.
2 Appointed as Director of Sime Darby Motors Sdn Bhd w.e.f. 5 February 2013.
^ Reflects the number of meetings held during the time the Director held office.
Sime Darby Berhad | Annual Report 2013
62
STATEMENT ON CORPORATE GOVERNANCE

PROPERTY No. of Meetings


Sime Darby Property Berhad Date of Appointment Attended %
Tan Sri Dato’ Sri Hamad Kama Piah Che Othman 31.12.2010 6 out of 6 100
(Chairman)
Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Bugo 31.12.2010 6 out of 6 100
Dato’ Sreesanthan Eliathamby 1
31.12.2010 - -
Ir Dr Muhamad Fuad Abdullah 2
04.02.2013 3 out of 3 ^
100
Tan Sri Dato’ Mohd Bakke Salleh 30.12.2010 6 out of 6 100
Dato’ Abd Wahab Maskan 30.12.2010 6 out of 6 100
Tengku Datuk Seri Ahmad Shah Al-Haj ibni 31.12.2010 6 out of 6 100
Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj
Dato’ Johan Ariffin 31.12.2010 5 out of 6 83
Mr Vasantha Kumar Tharmalingam 3
31.12.2010 2 out of 3 ^
67
Note:
1 Took leave of absence from the Board of SDB, FSBs and all committees of the SDB Group on 25 July 2012. Subsequently, resigned
as Director of Sime Darby Property Berhad w.e.f. 8 November 2012.
2 Appointed as Director of Sime Darby Property Berhad w.e.f. 4 February 2013.
3 Resigned as Director of Sime Darby Property Berhad w.e.f. 3 January 2013.
^ Reflects the number of meetings held during the time the Director held office.

ENERGY & UTILITIES (NON-CHINA) No. of Meetings


Sime Darby Energy Sdn Bhd Date of Appointment Attended %
Dato Sri Lim Haw Kuang (Chairman) 31.12.2010 5 out of 5 100
Dato’ Sreesanthan Eliathamby 1
31.12.2010 - -
Tan Sri Dato’ Mohd Bakke Salleh 31.12.2010 5 out of 5 100
Madam Tong Poh Keow 31.12.2010 5 out of 5 100
Dato’ Ir Jauhari Hamidi 20.08.2010 5 out of 5 100
Tan Sri Rastam Mohd Isa 31.12.2010 4 out of 5 80
Dato’ Ahmad Pardas Senin 31.12.2010 4 out of 5 80
Note:
1 Took leave of absence from the Board of SDB, FSBs and all committees of the SDB Group on 25 July 2012. Subsequently, resigned
as Director of Sime Darby Energy Sdn Bhd w.e.f. 8 November 2012.

ENERGY & UTILITIES (CHINA) No. of Meetings


Sime Darby Utilities Sdn Bhd Date of Appointment Attended %
Dato Sri Lim Haw Kuang (Chairman) 31.12.2010 5 out of 5 100
Dato’ Azmi Mohd Ali 31.12.2010 5 out of 5 100
Datuk Zaiton Mohd Hassan 31.12.2010 4 out of 5 80
Tan Sri Dato’ Mohd Bakke Salleh 26.10.2010 5 out of 5 100
Madam Tong Poh Keow 31.12.2010 5 out of 5 100
Mr Timothy Lee Chi Tim 07.05.2012 5 out of 5 100
Mr William Wang 1
25.01.2011 3 out of 4 ^
75
Encik Mohamad Abdul Halim Ahmad 16.02.2011 5 out of 5 100
Datuk Elias Md Kadir Baba 21.04.2011 4 out of 5 80
Note:
1 Resigned as Director of Sime Darby Utilities Sdn Bhd w.e.f. 6 March 2013.
^ Reflects the number of meetings held during the time the Director held office.
Sime Darby Berhad | Annual Report 2013
63
STATEMENT ON CORPORATE GOVERNANCE

HEALTHCARE No. of Meetings


Sime Darby Healthcare Sdn Bhd Date of Appointment Attended %
Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin 31.12.2010 5 out of 5 100
(Chairman)
Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Bugo 31.12.2010 4 out of 5 80
Dato’ Henry Sackville Barlow 31.12.2010 5 out of 5 100
Tan Sri Dato’ Mohd Bakke Salleh 31.12.2010 5 out of 5 100
Dato’ Abd Wahab Maskan 31.12.2010 4 out of 5 80
Raja Azlan Shah Raja Azwa 07.09.2010 5 out of 5 100
Tengku Datuk Seri Ahmad Shah Al-Haj ibni 31.12.2010 3 out of 5 60
Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj
Datuk Mohd Radzif Mohd Yunus 01.03.2011 3 out of 5 60
Dato’ Dr Jacob Thomas 15.10.2008 4 out of 5 80

Note: Effective 30 June 2013, Sime Darby Healthcare Sdn Bhd and its subsidiaries (Healthcare Group) became a subsidiary of
RSDHC, a joint venture company between Sime Darby Holdings Berhad and AH Holdings Health Care Pty Ltd.

In terms of day-to-day management, the Company has from GHO departments. Group Sustainability and
established a number of high-level committees. These Quality Management (GSQM) holds the post of
committees are tasked with managing different aspects Secretariat and submits progress reports to the
of the Group’s business. The management committees SDB Board, Sustainability Committee of the Board
are: and GMC. The MSC defines Group sustainability
a. Group Management Committee policies and standards and procedures, reviews
b. Management Sustainability Committee and monitors business sustainability practices
and targets, tracks global sustainability trends
c. Group Transformation Committee
and incorporates new developments into the
d. Group Investment Committee Group sustainability management framework, and
e. Group Operations Meeting addresses sustainability risks, communications and
f. Group Tender Committee. stakeholder management.

The membership and functioning of each management The MSC meets on a quarterly basis and when
committee are briefly outlined below: deemed necessary. During the financial year ended
30 June 2013, the MSC met four (4) times.
a. Group Management Committee
The Group Management Committee (GMC) is chaired c. Group Transformation Committee
by the PGCE and its members include the Group Chief The Group Transformation Committee (GTC) is
Operating Officer (GCOO), the Group Chief Financial tasked with developing and recommending the
Officer (GCFO) and Executive Vice Presidents (EVP) strategic and operational transformation plan for
of the Divisions and GHO. the Group; and reviewing the performance of the
The GMC has overall responsibility for management Group’s transformation initiatives against set key
policies, enterprise initiatives, day-to-day operations performance indicators (KPI) and timelines. These
of the Group, the deployment and implementation of transformation initiatives are focused solely on
Board resolutions and the achievement of objectives driving continuous improvement and efficiencies in
and results. operations in the quest to realise the full potential
of the Group.
The Group Head of Group Compliance and
Group Corporate Assurance, Group Head of Risk The members of the GTC are EVPs of the Divisions,
Management, Group General Counsel and Group GCFO and EVPs from GHO. The GTC is chaired by the
Head of Group Communications and Corporate GCOO as a delegate of the PGCE.
Affairs attend the meetings of the GMC as regular The GTC meets as and when deemed necessary.
invitees.
The GMC meets on a bi-monthly basis and when d. Group Investment Committee
deemed necessary. During the financial year ended The Group Investment Committee (GIC), which
30 June 2013, the GMC met six (6) times. is chaired by the GCOO, includes the GCFO, EVP
of Group Strategy & Business Development,
b. Management Sustainability Committee Group Head of Risk Management and the Group
The Management Sustainability Committee (MSC), General Counsel as members. The GIC reviews
which oversees sustainability operations within the and recommends for approval major investment
Group, is chaired by the GCOO and comprises the decisions to the PGCE and the relevant FSBs and/or
Heads of Sustainability & Quality Management from the SDB Board.
the core business Divisions, and representatives
Sime Darby Berhad | Annual Report 2013
64
STATEMENT ON CORPORATE GOVERNANCE

The GIC meets at least eight (8) times in a year and a. Governance & Audit Committee
when deemed necessary. During the financial year The GAC is a critical governance lever within the
ended 30 June 2013, the GIC met fifteen (15) times. Group and often has an extensive agenda. The GAC’s
primary objective is to assist the SDB Board in the
e. Group Operations Meeting oversight of the Group’s internal control systems,
The Group Operations Meeting (GOM) under the which comprise, among others, the following:
chairmanship of the GCOO is a platform to oversee • Reviewing the quality of the Group’s accounting
the operations of the Group, which includes function and financial reporting practices.
reviewing and overseeing the operational KPIs and
• Ensuring that the Group’s financial statements
addressing operational risk issues of the Divisions
comply with applicable financial reporting
in the Group. The GOM is held as and when deemed
standards and the Companies Act, 1965.
necessary.
• Enhancing the independence of both the external
f. Group Tender Committee and internal audit functions.
The Group Tender Committee (GTC) was established • Assisting the Board in ensuring that an effective
with a mandate to review tenders valued at RM100 ethics programme is implemented across the
million and above before deliberation by the relevant Group.
FSB or the SDB Board (as the case may be). The • Monitoring compliance with policies and
Committee has no mandate to approve the tenders procedures.
that it reviews.
The GAC comprises only Non-Executive Directors,
The members of the GTC are the PGCE/GCOO (as with a minimum membership of four (4) members,
Chairman), GCFO, EVP of Group Strategy & Business a majority of whom are Independent Directors. The
Development, EVP of Group Corporate Services, Chairman of the GAC is the Senior Independent
Group Head - Group Procurement and Divisional EVP Director of the Company.
(or Senior Vice President where a Division is headed
The GAC has full access to the auditors, both internal
by one).
and external, who in turn, have access at all times to
The GTC meets as and when deemed necessary and the Chairman of the GAC.
had met two (2) times during the financial year ended
During the financial year ended 30 June 2013, five
30 June 2013.
(5) sessions were held by the GAC with the external
Recommendation 1.2 auditors without the presence of Management
except for the Group Secretary. In addition, the
The Board should establish clear roles and responsibilities
Group Head of Group Compliance and Group
in discharging its fiduciary and leadership functions
Corporate Assurance met with the GAC on a private
The responsibility for governing, guiding and monitoring basis at each quarterly meeting.
the performance of the Group rests entirely on the
Board. To facilitate the discharge of this responsibility The GAC plays a key role in ascertaining that the
and oversight role, the Board is assisted by a number Group establishes and continues to maintain
of Board Committees which greatly enhance the appropriate controls to ensure compliance with
effectiveness of the Board, with the following benefits: the Listing Requirements of Bursa Securities that
address related party transactions. All significant
• Allowing Directors to use their time more efficiently.
related party transactions are reviewed by the GAC
• Summarising complex issues and recommending
on a quarterly basis. A shareholders’ mandate in
courses of action.
respect of existing and new recurrent related party
• Sending a positive signal to investors that major
transactions is obtained at the Annual General
issues are being addressed.
Meeting (AGM) of the Company on a yearly basis.
• Allowing Independent Directors to gain a deeper Details of the recurrent related party transactions
understanding of the Group’s business.
entered into by the Group during the financial year
Each Board Committee operates within its respective ended 30 June 2013 are set out in the Additional
TOR that clearly defines its roles and responsibilities. Compliance Information on pages 359 to 361 of the
There are seven (7) Board Committees, as follows: Annual Report.
• Governance & Audit Committee Further information on the scope and activities of the
• Nomination & Remuneration Committee GAC, including attendance of Committee members and
• Risk Management Committee the TOR of the GAC, can be found in the Report on the
• Sustainability Committee GAC from pages 51 to 54 of the Annual Report.
• Long Term Incentive Plan Committee
• Litigation Committee b. Nomination & Remuneration Committee
• Tender Committee. The NRC was established by the Board to manage
the recruitment, performance assessment and
remuneration processes for Board members and key
management positions within the Group.
Sime Darby Berhad | Annual Report 2013
65
STATEMENT ON CORPORATE GOVERNANCE

One of the NRC’s key roles is to drive the recruitment Members of the NRC and their attendance at meetings
process for new Directors. The NRC considers and during the financial year ended 30 June 2013 are as
recommends candidates for the Board’s approval follows:
based on the criteria set out in the TOR of the NRC.
No. of
Another key aspect of the NRC’s work is to assess the Meetings
Board in the annual assessment of the effectiveness Member Attended %
of the Board, the Board Committees and individual
Tun Musa Hitam1 2 out of 2^ 100
Directors. In this regard, the Board, through the
NRC, has adopted a structured framework to assess Tan Sri Dato’ Sri Hamad 6 out of 6 100
the Board’s performance and to provide avenues for Kama Piah Che Othman
improvement. Tan Sri Datuk Amar (Dr) 6 out of 6 100
Tommy Bugo @ Hamid
The remuneration of the Executive Director (PGCE)
Bugo
and Non-Executive Directors is under the purview
of the NRC. The NRC recommends to the Board the Dato’ Henry Sackville 6 out of 6 100
remuneration package of the PGCE. Remuneration of Barlow
the Non-Executive Directors is a matter for the Board Note:
as a whole and is put to a vote by the shareholders of 1 Retired as the Chairman and member of the NRC w.e.f.
the Company at the AGM. 8 November 2012. Dato’ Abdul Ghani Othman was
appointed as the Chairman of the NRC w.e.f. 1 July
The salient TOR of the NRC are as follows:
2013.
^ Reflects the number of meetings held during the time
1. Composition and Appointment the Director held office.
• The NRC shall comprise purely Non-
Executive Directors appointed by the Summary of Main Activities in 2012/2013
Board, with a minimum of four (4) During the financial year ended 30 June 2013, the NRC
members. undertook a number of key activities as listed below:
• The majority, and the Chairman, shall be
a) Nomination Function
Independent Non-Executive Directors.
Considered and made recommendations to the Board
2. Authority on the following matters:
• The NRC has full access to the Group • Annual Evaluation of the PGCE
Human Resources function, including, • Extension of the Fixed Term Contract for the PGCE
without limitation, its information,
• Extension of the Fixed Term Contracts of Key
records, properties and personnel.
Pivotal Positions Reporting to the PGCE
• The NRC shall provide its recommendations
• Assessment of the Effectiveness of the Board,
to the Board for its consideration and
Board Committees and Individual Directors
approval.
• Revision to the TOR of the NRC to align with the
3. Functions and Duties Amendments to the Listing Requirements and the
The NRC shall: MCCG 2012
• Review the Board’s size and mix of skills, • Appointment of New Director
experience, competencies and other • Proposed New Composition of the Board
qualities. Committees of SDB
• Manage the recruitment process for new • Revised Composition of the FSB
Directors, including on-boarding and • Re-appointment /Re-election of Directors retiring
training programmes. at the 2013 AGM
• Drive the performance assessment for • Annual Assessment of the Independent Directors
the Board, the Board Committees and of the SDB Board
individual Directors (including the PGCE)
• Compliance with the TOR of the NRC
on an annual basis.
• Talent and Succession Management in the SDB
• Ensure that an appropriate succession
Group
planning framework has been put in
place for the PGCE and key management • Proposed Appointment of the New Chairman
positions. of SDB and Proposed Appointment of the New
Chairman of Sime Darby Plantation Sdn Bhd.
• Review and recommend to the Board the
remuneration for the Directors (including
the PGCE), the policy and remuneration
framework for Non-Executive Directors
and extension of service for key pivotal
positions.
Sime Darby Berhad | Annual Report 2013
66
STATEMENT ON CORPORATE GOVERNANCE

b) Remuneration Function
Considered and made recommendations to the Board 3. Functions and Duties
on the following matters: The RMC shall:
• Proposed Long Term Incentive Plan (LTIP) • Provide oversight, guidance and direction
• Total Compensation Review & Implementation for to the Group’s risk management function
the Malaysian Operations and processes.
• Bonus Payout for Financial Year 2011/2012 • Recommend the Group’s risk management
• Salary Increment and Bonus for Direct Reports to policies, strategies and risk tolerance
the PGCE levels, and any proposed changes
thereto for the Board’s consideration and
• Salary Increment and Bonus for the PGCE approval.
• Proposed Remuneration for the Sustainability • Evaluate the effectiveness of the GRM
Committee of SDB structure, risk management processes
• Proposed Remuneration for the Long Term and support system to identify, assess,
Incentive Plan Committee of SDB monitor and manage the Group’s key risks.
• Remuneration of the Non-Executive Directors of • Review all major investment proposals and
the SDB Group of Companies for the financial year project business cases in accordance to
ended 30 June 2013 established thresholds as outlined in the
• Salary Increment Proposals for the SDB Group for Group Policies & Authorities (GPA).
the financial year 2013/2014.
c. Risk Management Committee Members of the RMC and their attendance at meetings
The RMC enables the Board and Management to during the financial year ended 30 June 2013 are as
identify, prioritise, communicate and manage follows:
risks that may affect the attainment of the Group’s
targets. No. of
Meetings
The RMC strives to impose a level of discipline on the Member Attended %
Board and Management to be continuously aware of,
Tan Sri Datuk Amar (Dr) 7 out of 7 100
and consider, risk from the perspectives of likelihood
Tommy Bugo @ Hamid
of the risk crystallising and impact to the Group. Its
Bugo (Chairman)
main role is to regularly review and recommend the
Group’s risk management policies and strategies for Tan Sri Datuk Dr Yusof 4 out of 4^ 100
the Board’s approval. In addition, the RMC oversees Basiran1
the risk management activities of the Group, through Dato Sri Lim Haw Kuang 5 out of 7 71
the work of the GRM function and Risk Officers.
Dato’ Azmi Mohd Ali 7 out of 7 100
The salient TOR of the RMC are as follows: Tan Sri Dato’ Sri Dr 2 out of 3^ 67
Wan Abdul Aziz Wan
1. Composition and Appointment Abdullah2
• The RMC shall comprise at least four (4) Note:
Directors appointed by the Board, with 1 Resigned as member of the RMC w.e.f. 28 January 2013.
the Chairman being an Independent Non- 2 Appointed as member of the RMC w.e.f. 28 January 2013.
Executive Director. ^ Reflects the number of meetings held during the time
• Members of the RMC shall possess a the Director held office.
mixture of expertise and experience,
including sufficient knowledge of the
industries in which the Group operates. Summary of Main Activities in 2012/2013

2. Authority During the financial year ended 30 June 2013, the RMC
fulfilled a number of key activities as listed below:
• The RMC is authorised to have full access
to the GRM function, including, without • Risk management reporting
limitation, its information, records, • Risk evaluation of project proposals
properties and personnel. • Monitoring of the Risk Management Framework
• T h e R M C s h a l l p r o v i d e i t s • Review of Capital Expenditure Review Reports and
recommendations to the Board for its Debt/Equity Ratios
consideration and approval.
• Review of compliance with the TOR of the RMC.
Sime Darby Berhad | Annual Report 2013
67
STATEMENT ON CORPORATE GOVERNANCE

d. Sustainability Committee Note:


SDB’s core values and principles call upon the 1 Appointed as member of the SC w.e.f. 4 February 2013.
Group to respect the environment and address the ^ Reflects the number of meetings held during the time
challenges of operating in a sustainable manner. the Director held office.
The Sustainability Committee (SC) was established
on 28 August 2012 to ascertain that the SDB Group’s The SC communicates and works extensively with GSQM
objectives, policies and practices incorporate and the Sustainability Advisor in crafting the Group’s
sustainability considerations. The SC’s philosophy is sustainability strategy. If necessary, the SC engages
that business must include not only Profit, but should consultants to provide further advice and guidance.
consider the People and the Planet aspects as well.
The SC devotes its attention to the remediation of issues
The salient TOR of the SC are as follows: arising from independent audits and assurance reports,
and any matter that the consultants may highlight. The
SC also focuses on relevant emerging Corporate Social
1. Composition and Appointment Responsibility (CSR) issues, and seeks to align the
• The SC shall comprise at least three (3) Group’s CSR activities with the overall Group’s strategy
Non-Executive Directors appointed by on sustainability.
the Board.
The MSC has been set up to support the SC. The
2. Authority MSC is chaired by the GCOO and comprises Heads of
Sustainability & Quality Management from the core
• The SC is authorised by the Board to have
business Divisions, and representatives from GHO
full access to the GSQM Department,
departments.
including, without limitation, its
information, records, properties and
e. Long Term Incentive Plan Committee
personnel.
The Long Term Incentive Plan Committee (LTIPC) was
• The SC shall also have full access to the
established by the Board on 28 August 2012. The
Strategic Sustainability Advisor and any
ambit of the LTIPC covers the administration of the
other consultant(s) as deemed necessary.
SDB Performance-Based Employee Share Scheme
3. Functions and Duties (PBESS or Share Scheme) and other related incentive
The SC shall: plans that may be implemented by the Company.

• Review the Group’s strategies, policies, The PBESS was established to serve as an LTIP to
procedures and processes relating to drive sustainable long term performance and align
sustainability, including whether these the interests of employees with the interests of
strategies, policies and procedures the shareholders, and is governed by the By-Laws
promote the Group’s sustainability approved by the shareholders at an Extraordinary
agenda. In doing so, the SC shall have General Meeting held on 8 November 2012.
supervision over the MSC. The broad responsibilities of the LTIPC as outlined in
• Advise on the Group Sustainability Report its TOR include:
prior to reporting to the Board.
• Setting the rules and regulations in connection
• Consider issues, risks and compliance with the administration of the SDB Share Scheme.
matters relating to sustainability that are
• Determining the terms of eligibility of employees,
highlighted by auditors and consultants.
grant level, terms of acceptance of offers and
terms of vesting of the shares.
• Determining the relevant performance measures
Members of the SC and their attendance at meetings and targets.
during the financial year ended 30 June 2013 are as
follows:

No. of
Meetings
Member Attended %
Dato’ Henry Sackville 5 out of 5 100
Barlow (Chairman)
Tan Sri Datuk Amar (Dr) 5 out of 5 100
Tommy Bugo @ Hamid
Bugo
Tan Sri Datuk Dr Yusof 5 out of 5 100
Basiran
Ir Dr Muhamad Fuad 3 out of 3^ 100
Abdullah1
Sime Darby Berhad | Annual Report 2013
68
STATEMENT ON CORPORATE GOVERNANCE

The salient TOR of the LTIPC are as follows: Among the matters discussed at the LTIPC meetings
were:
1. Composition and Appointment i. the eligibility of employees to receive shares in
accordance with the By-Laws of the Share Scheme;
• The LTIPC shall comprise at least three
(3) members, appointed by the Board, ii. the performance measures and targets associated
with a majority comprising Non-Executive with the first Grant; and
Directors. The Chairman shall be an iii. refinements on implementation of the Share
Independent Non-Executive Director. Scheme.
• Executives of the Company may be No shares were granted by the Company under the Share
members of the LTIPC. Scheme to its eligible employees in the financial year
ended 30 June 2013.
2. Authority
• The LTIPC is authorised to have full and f. Litigation Committee
unrestricted access to information, The Litigation Committee (LC) is a Board Committee
records and documents pertinent to its set up primarily to monitor the progress of the
activities in the discharge of its duty. following legal action (Civil Suits) being pursued by
• The LTIPC shall have direct communication the Company and its subsidiaries against the Group’s
channels with the EVP - Group Human former Senior Management:
Resources, and any other persons if • Maersk Oil Qatar Project
deemed necessary. • Bulhanine and Maydan Mahzam Project with
• The Committee is authorised by the Board Qatar Petroleum
to obtain, in connection with its duties, • Bakun Hydroelectric Dam Project
and at the Company’s expense, external
• Marine Project.
legal or other independent professional
advice it considers to be necessary. The LC is tasked with making recommendations to
give effect to the intentions and instructions of the
3. Functions and Duties Board in relation to the Civil Suits.
The LTIPC shall oversee the administration Some of the key TOR of the LC are as follows:
of the SDB Share Scheme, including
determination of the Group’s relevant
performance measures and targets, and other 1. Composition and Appointment
incentive plans that may be implemented by • The LC shall comprise not less than three
the Company. (3) Directors appointed by the Board.

2. Authority
Members of the LTIPC and their attendance at meetings • The LC is authorised by the Board to have
during the financial year ended 30 June 2013 are as full access to the Group’s information,
follows: records, properties and personnel and
other individuals or groups.
No. of • T h e LC i s e m p o w e r e d t o o b t a i n
Meetings independent professional advice and
Member Attended % expertise necessary for it to discharge its
Dato’ Henry Sackville 4 out of 4 100 duty effectively.
Barlow (Chairman)
3. Functions and Duties
Tan Sri Datuk Amar (Dr) 4 out of 4 100 The LC shall:
Tommy Bugo @ Hamid
• Consider and review the progress and
Bugo
instruct the lawyers representing SDB in
Datuk Zaiton Mohd 4 out of 4 100 respect of the Civil Suits.
Hassan
• Deal with, and make all necessar y
Ir Dr Muhamad Fuad 3 out of 3^ 100 decisions, in relation to or in connection
Abdullah1 with any request, investigation, inquiry,
Note: examination and/or review by any
1 A p p o i n t e d a s m e m b e r o f t h e LT I P C w . e . f .
regulatory authority.
4 February 2013. • M o n i t o r a n d r e v i e w t h e p r o j e c t s
^ Reflects the number of meetings held during the time undertaken/transactions entered into
the Director held office. by the Group which are the subject
of a high level review conducted by
PricewaterhouseCoopers.
• Undertake such other duties as may be
agreed by the LC and the Board from time
to time.
Sime Darby Berhad | Annual Report 2013
69
STATEMENT ON CORPORATE GOVERNANCE

Members of the LC and their attendance at meetings


during the financial year ended 30 June 2013 are as 3. Functions and Duties
follows: The TC shall:

No. of • Ensure that the tender process is


Meetings transparent and efficient in the
Member Attended % deliberation and award of tenders.
• Ascertain that the procurement policies
Dato’ Azmi Mohd Ali 4 out of 4 100
and procedures in relation to tenders, as
(Chairman)1
set out in the GPA and GPPA, are adhered
Tan Sri Datuk Amar (Dr) 3 out of 4 75 to before making approvals or when
Tommy Bugo @ Hamid providing its recommendations.
Bugo
Tan Sri Datuk Dr Yusof 3 out of 4 75
Basiran No meeting was held during the financial year ended 30
June 2013 as there has been no award of tender within
Datuk Zaiton Mohd 4 out of 4 100
the authority limits of the Tender Committee as set out
Hassan
in the GPA.
Dato’ Sreesanthan - -
Eliathamby2 The TC was disbanded by the Board on 30 May 2013,
pursuant to revisions in authority limits set out in the
Note:
GPA. The Board has assumed the TC’s role of evaluating
1 Appointed as the Chairman of the LC w.e.f. 28 August all tenders above the limit accorded to the FSBs.
2012.
2 Took leave of absence from the Board of SDB, FSBs Recommendation 1.3
and all committees of the SDB Group on 25 July 2012. The Board should formalise ethical standards through a
Subsequently, retired as Director of the Board w.e.f.
code of conduct and ensure its compliance
8 November 2012.
On 1 December 2011, the Group launched the global
g. Tender Committee rollout of the Code of Business Conduct (COBC) which
The Tender Committee (TC) was established with the is available in nine (9) different languages. The COBC
responsibility of overseeing the process of awarding has also been transcribed into Braille for the use of our
significant contracts by the SDB Group. Meetings of visually impaired staff.
the Tender Committee are held as and when required.
The COBC has been made available for download on
The salient TOR of the TC are as follows: both the external website (www.simedarby.com) and
the Group’s Employee Portal.
1. Composition and Appointment The COBC provides guidance on the standards of
• The TC shall comprise at least three (3) behaviour expected of all Directors, employees and,
Directors appointed by the Board, all of where applicable, counterparts and business partners.
whom are Non-Executive Directors. These Our position on corruption is expressly set-out in the
members shall possess the expertise, COBC, including consequences for violations of the
experience and knowledge required to COBC, which may include termination of employment
contribute effectively. and dismissal. Violation of the COBC that is related to
criminal acts may result in prosecution after referral to
2. Authority the appropriate authorities.
• The TC has the authority to review The Senior Management (Divisional Management and
procurement proposals and interact with GMC) and FSBs were also trained on the COBC. Training
Management for further information, on the COBC has been made available via the rollout of
verification and clarification before the COBC E-learning, Class Room Training and Briefing
deliberating and authorising the flotation to all employees of the Group. Upon successfully
of tenders. completing the COBC training, employees are given a
• The TC is authorised to award tenders certificate of completion. The training began in March
that are within the threshold set out in 2012 and is on-going at regular inductions of new
the GPA and Group Procurement Policies employees.
& Authorities (GPPA). It shall recommend
tenders which are valued over the
thresholds set out in the GPA and GPPA to
the Board for approval.
Sime Darby Berhad | Annual Report 2013
70
STATEMENT ON CORPORATE GOVERNANCE

A secure whistleblowing channel is also available • Minutes of meetings of the FSB and Group
to all employees for the escalation of complaints to Management Committee.
Management. Oversight of the whistleblowing function • Report on matters arising.
is under the purview of the Senior Independent Director • Quarterly financial report and a report on the Group’s
of the Board of SDB who ensures that all reported cash and borrowings.
violations are properly investigated. The Senior • Report on operations.
Independent Director is also responsible for reviewing
• Shareholding structure of the Company.
the effectiveness of the actions taken in response to all
concerns raised. The identity of the employees reporting In relation to the minutes of previous Board meetings, a
via the whistleblowing channel is kept confidential and Board member may seek clarification of the minutes or
their consent is sought if there is a need to disclose their request for correction, required and before the minutes
identity for investigation purposes. are confirmed as correct.
Heads of operations and/or Senior Management
Recommendation 1.4
personnel are required to make presentations on proposal
The Board should ensure that the Company’s strategies papers and brief/update the Board on operational issues
promote sustainability to further facilitate the Board’s decision making process.
Sustainability is a cornerstone of SDB’s operating All the Directors have direct access to the advice and
philosophy, as evidenced by the Group’s tagline, services of the Group Secretary whether as the full
‘Developing Sustainable Futures’. Board or in their individual capacity, in the furtherance
The SC, which was established on 28 August 2012, of their duties.
has been tasked to fulfil the Board’s oversight From time to time and where necessary, the Board
responsibilities in ascertaining that the SDB Group’s may seek independent professional advice at the
objectives, policies and practices incorporate Company’s/relevant subsidiary’s expense. The services
sustainability considerations. of independent professional advisors or experts are
The MSC sits under the SC and comprises Senior typically sought to confirm or dispel concerns raised
Management personnel of the Group. The work of both by the Directors. The Board nevertheless affirms that
committees involve the: reliance on an independent advisor or expert does
• Definition of the Group’s sustainability policies, not abrogate the Board’s individual or collective
standards and procedures. responsibility for the final decision.
• Review and monitoring of business sustainability
Recommendation 1.6
practices and targets.
The Board should ensure it is supported by a suitably
• Tracking of global sustainability trends.
qualified and competent company secretary
• Identification and mitigation of sustainability risks.
• Communications and stakeholder management. Directors have unrestricted access to the advice
and services of the Group Secretary to facilitate the
SDB publishes an annual Group Sustainability Report, discharge of their duties. The Group Secretary is
the first of which was issued for the calendar year 2011. responsible and accountable to the Board, through
The report is available on the Company’s website under the PGCE, for ensuring that the secretarial function
the ‘Investor Relations’ section. provides adequate support to the SDB Board, FSBs and
Further information on the scope and activities of the SC Board Committees for all Board-related administrative
can be found in the Statement on Corporate Governance functions. The Group Secretary’s position is subject to
on page 67. a fixed tenure and the renewal of contract of the Group
Secretary is tabled to the NRC and the Board of SDB for
Recommendation 1.5 recommendation and approval respectively.
The Board should have procedures to allow its members
Recommendation 1.7
access to information and advice
The Board should formalise, periodically review and make
The Company practises the provision of information public its Board charter
(agenda, Board papers, minutes, etc.) in advance
of meetings so that Directors are able to digest the The SDB Board Charter is contained within the SDB
information and obtain further information, clarification Directors’ Handbook. The Charter defines the roles,
or explanation, where necessary. Nevertheless, papers powers and the responsibilities that the Board
deemed urgent may still be submitted to the Group specifically reserves for itself, and those which it
Secretary to be tabled at the Board meeting, subject to delegates to Management and in so doing, also sets the
the approval of the Chairman and the PGCE. tone for the various Board Committees and FSBs.
The Board papers prepared for the quarterly scheduled The salient features of the SDB Board Charter can
meetings include, among others, the following: be found on Page 58 of the Statement on Corporate
• Minutes of previous Board meeting(s). Governance.
• Minutes of meetings of all Committees of the Board.
Sime Darby Berhad | Annual Report 2013
71
STATEMENT ON CORPORATE GOVERNANCE

Principle 2: Strengthen composition Recruitment process for Directors


Recommendation 2.1 In considering candidates as Directors, the NRC takes
The Board should establish a Nominating Committee which into account the following criteria:
should comprise exclusively of non-executive Directors, a • Skills, knowledge, expertise and experience.
majority of whom must be independent • Perceived ability to work cohesively with other
The NRC was established by the Board with the aim of members of the Board.
managing the nomination and remuneration process • Specialist knowledge or technical skills in line with
for Board members and pivotal Management positions the Group’s strategy.
within the Group. • Diversity in age, gender and experience/background.
• Number of directorships in companies outside the
The NRC’s membership is purely Non-Executive with a
Group.
majority of Independent Directors.
The Group Secretary ensures that all appointments
Further information on the scope and activities of are properly made, that all necessary information is
the NRC can be found in the Statement on Corporate obtained from the Directors, both for the Company’s
Governance from pages 64 to 66. own records and for the purposes of meeting statutory
obligations, as well as obligations arising from the
Recommendation 2.2
Listing Requirements of Bursa Securities or other
The Nominating Committee should develop, maintain and regulatory requirements.
review the criteria to be used in the recruitment process and
annual assessment of Directors The recruitment process concludes with an orientation
and related training programmes to train and equip the
The Board, with the assistance of the NRC, periodically Director with the required knowledge and understanding
examines the effectiveness of its size and composition. of the Group’s businesses and operations. Management,
The Board also considers whether the current number of under the direction of the PGCE, is responsible for
Board members is conducive for efficient deliberation conducting on-boarding exercises or familiarisation
at Board meetings and facilitates effective decision- programmes for new Directors of the Board (and FSB
making. The Board is of the view that its size and if applicable), and this includes visits to the Group’s
composition is appropriate and commensurate with the operating sites and meetings with Senior Management.
complexity and scale of the Group’s operations. Re-appointment or Re-election of Directors
The Board endeavours to balance the requirement for In accordance with the Company’s Articles of Association,
professional knowledge, business expertise and varied all Directors who are appointed by the Board are subject
industry knowledge to maintain the effectiveness of to election by shareholders at the next AGM after their
the Board. The NRC shall consider and recommend to appointment. Directors over seventy (70) years of age
the Board the selection criteria for new appointment are required to submit themselves for re-appointment
as Director of SDB and the Group which, among others, by shareholders annually in accordance with Section
include diversity in age, gender and experience/ 129(6) of the Companies Act, 1965. In accordance with
background of a candidate. The Board affirms that the Company’s Articles of Association, at least one-third
gender diversity is an aspect that the NRC considers (1/3) of the remaining Directors are required to retire by
when evaluating candidates for the Board. rotation at each AGM and all Directors shall retire from
With regard to gender diversity, the Board recognises office at least once in every three (3) years. A retiring
the benefits that diversity in gender can bring to the Director is eligible for re-election.
decision making process. Nevertheless, the Board The proposed re-appointment and/or re-election of
believes that specific targets for gender diversity are Directors seeking re-appointment and/or re-election at
currently not necessary since diversity is inherently the AGM are recommended by the NRC.
considered during the recruitment process for Directors.
Board Performance Evaluation
The criteria for identification of Directors to serve on
the Board includes gender and other equally pertinent A formal performance evaluation of the Board provides
criteria such as skills, knowledge, competencies, the opportunity to assess the Board’s performance,
experience and directorships in other companies, and highlighting areas for enhancement and allowing the
the perceived ability to work collegially with other development of an actionable improvement programme,
members of the Board. where relevant. A formal evaluation of the Board and
Board Committees’ effectiveness was conducted by the
NRC during the financial year ended 30 June 2012 with
the assistance of external facilitators.
As a continuation of the improvement process, during
the financial year ended 30 June 2013, an assessment of
the effectiveness of the Board, Board Committees and
individual Directors was undertaken by the NRC.
Sime Darby Berhad | Annual Report 2013
72
STATEMENT ON CORPORATE GOVERNANCE

The assessment criteria used in the performance The Executive Director’s remuneration package
evaluations are as follows: comprises the following:

i. Board of Directors • Basic salary


Board structure, operations, roles and responsibilities The basic salary is recommended by the NRC, taking
and the Chairman’s roles and responsibilities. into account the performance of the individual,
the consumer price index and information from
ii. Board Committees independent sources on the rates of salary for similar
Board Committees structure and the extent of positions in other comparable companies.
compliance with their TOR.
• Bonus scheme
iii. Individual Directors The Group operates a bonus scheme for employees,
Individual Directors’ contribution to interaction, including the Executive Director. The criteria for
quality of input, understanding of role and the Board the scheme are dependent on various performance
Chairman’s role. outcomes of the Group, together with an assessment
of individual performance during the period. Bonus
Recommendation 2.3
payable to the Executive Director is based on the
The Board should establish formal and transparent recommendation of the NRC.
remuneration policies and procedure to attract and retain
Directors • Benefits-in-kind
Other customary benefits (such as private medical
The objective of the Company’s policy on Directors’
remuneration is to attract and retain Directors of the care, company car, etc.) are made available as
calibre needed to direct the Group successfully. appropriate.

In formulating the Directors’ remuneration policy, the • Retirement provisions


Company has taken into account the compensation The Group contributes sixteen (16) percent of the
philosophy advocated by the Green Book which suggests Executive Director’s monthly salary to the Employees
that Boards of Government-Linked Companies should Provident Fund.
regularly review the compensation of their Chairman
Remuneration for the Non-Executive Directors of the
and Directors and align them to at least around the 50th
Board in the form of fees and as members of the Board
percentile of an appropriate peer group.
Committees is as follows:
The following are salient elements of the Directors’
Deputy
remuneration policy:
Board/ Chairman Chairman Member
Non-Executive Directors Committee (RM/year) (RM/year) (RM/year)
All Non-Executive Directors are paid fixed annual Board 400,000 250,000 180,0001
director fees as members of the Board and Board 360,0002
Committees. Governance 40,000 30,000
The level of remuneration reflects the experience & Audit
and level of responsibilities undertaken by the Non- Committee
Executive Director concerned. The Company also Nomination & 40,000 30,000
reimburses reasonable expenses incurred by these Remuneration
Directors in the course of their duties. Committee
The remuneration package for Non-Executive Directors Risk 40,000 30,000
comprises fees, benefits-in-kind and other emoluments. Management
Committee
Executive Director N/A4
Litigation 40,000 30,000
The NRC considers and recommends to the Board for Committee
approval the framework for the Executive Director’s
remuneration and the final remuneration package for Tender 40,000 30,000
the Executive Director. Committee3
Sustainability 40,000 30,000
Components of the Executive Director’s remuneration
Committee
are structured to link rewards to corporate and individual
performance. Performance is measured against profits Long Term 40,000 30,000
and other targets set in accordance with the Company’s Incentive Plan
annual budget and plans (including risk and compliance Committee
aspects) and from the returns earned for shareholders.
Note:
1 Fee for Resident Director.
2 Fee for Non-Resident Director.
3 The Tender Committee was disbanded w.e.f.
30 May 2013.
4 N/A - Not Applicable.
Sime Darby Berhad | Annual Report 2013
73
STATEMENT ON CORPORATE GOVERNANCE

Details of Directors’ remuneration (including benefits-in-kind) for the financial year ended 30 June 2013 are as follows:
Directors’ Fees &
Other Remuneration
Salary & Other (RM’000) Benefits-
Remuneration* By By the in-kind^ Total
(RM’000) SDB Group (RM’000) (RM’000)
Executive Director
Tan Sri Dato’ Mohd Bakke Salleh 7,117 - - 32 7,149
Non-Executive Directors
Tan Sri Dato’ Sri Hamad Kama Piah Che Othman 280 430 25 455
Tan Sri Samsudin Osman 358 569 25 594
Tan Sri Dato’ Sri Dr Wan Abdul Aziz Wan Abdullah 113 153 13 166
Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin 241 491 25 516
Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Bugo 360 526 25 551
Tan Sri Datuk Dr Yusof Basiran 253 500 25 525
Datuk Zaiton Mohd Hassan N/A 3
265 465 25 490
Dato Sri Lim Haw Kuang 390 690 60 750
Dato’ Henry Sackville Barlow 345 616 25 641
Dato’ Azmi Mohd Ali 248 448 25 473
Ir Dr Muhamad Fuad Abdullah 109 149 8 157
Tun Musa Hitam1 179 286 11 297
Dato’ Sreesanthan Eliathamby 2
88 159 9 168

Note:
1
Retired w.e.f. 8 November 2012.
2
Retired w.e.f. 8 November 2012.
3
N/A – Not Applicable.
*
Paid by the SDB Group.
^
Comprises Company Car and Driver, where relevant.

The aggregate remuneration of Directors of the Company for the financial year ended 30 June 2013, in respective bands
of RM50,000 are as follows:

Range of Remuneration Number of Directors


Executive Director
RM7,100,001 to RM7,150,000 1
Non-Executive Directors
Below RM150,000 -
RM150,001 to RM200,000 3
RM200,001 to RM250,000 -
RM250,001 to RM300,000 1
RM300,001 to RM450,000 -
RM450,001 to RM500,000 3
RM500,001 to RM550,000 2
RM550,001 to RM600,000 2
RM600,001 to RM650,000 1
RM650,001 to RM700,000 -
RM700,001 to RM750,000 1
Sime Darby Berhad | Annual Report 2013
74
STATEMENT ON CORPORATE GOVERNANCE

Principle 3: Reinforce Independence In addition, Dato’ Henry Sackville Barlow has been
identified as the Senior Independent Director of the
Recommendation 3.1
Board, to whom concerns relating to the Group may
The Board should undertake an assessment of its be conveyed by Directors, shareholders and other
Independent Directors annually stakeholders. The Senior Independent Director may be
contacted at:
Recommendation 3.2
Telephone number : +(603) 2691 0948
The tenure of an Independent Director should not exceed a
Telephone (toll free) : 1 800 88 8880 (Local)/
cumulative term of nine (9) years. Upon completion of the
800 8008 8000 (International)
nine (9) years, the Independent Director may continue to
Facsimile number : +(603) 2698 6629
serve on the Board subject to the Director’s re-designation
Email address : [email protected]
as a non-independent director
In respect of the Non-Independent Non-Executive
Recommendation 3.3 Directors, Tan Sri Dato’ Sri Hamad Kama Piah Che Othman,
The Board must justify and seek shareholders’ approval in Tan Sri Dato’ Sri Dr Wan Abdul Aziz Wan Abdullah,
the event it retains as an Independent Director, a person Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin,
who has served in that capacity for more than nine (9) years Tan Sri Datuk Dr Yusof Basiran, Datuk Zaiton Mohd
Hassan and Dato’ Azmi Mohd Ali are the nominee
Modern thinking on corporate governance places
Directors of Permodalan Nasional Berhad (PNB), a major
great emphasis on the role of Independent Directors in
shareholder of SDB.
facilitating a separation of power between Management
and the Board. The Independent Directors contribute a Tan Sri Samsudin Osman, a Non-Independent Non-
dispassionate objectivity that a Director in an entrenched Executive Director, is a nominee Director of the
relationship with the Group may not provide. Employees Provident Fund Board, a major shareholder
of SDB.
The Board consists of thirteen (13) members, comprising
twelve (12) Non-Executive Directors including the Profiles of the Directors, who are accomplished
Chairman, and the Executive Director who is also the professionals and distinguished individuals in their
PGCE. respective fields, are presented on pages 33 to 41 of the
Annual Report.
Five (5) of the Directors are independent, exceeding the
minimum one-third (1/3) requirement as set out in the Recommendation 3.4
Listing Requirements of Bursa Securities.
The positions of Chairman and CEO should be held by
The Independent Directors are: different individuals, and the Chairman must be a non-
executive member of the Board
i. Dato’ Abdul Ghani Othman (Chairman)
ii. Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Recommendation 3.5
Bugo The Board must comprise a majority of Independent
iii. Dato Sri Lim Haw Kuang Directors where the Chairman of the Board is not an
iv. Dato’ Henry Sackville Barlow Independent Director
v. Ir Dr Muhamad Fuad Abdullah. The Chairman of the Board and Company is an
Independent Non-Executive Director. A strong and able
Currently, none of the Independent Directors has served
non-executive element is a key feature of the Board, and
on the Board for more than nine (9) years. The Board is
all Board members, with the exception of the PGCE, are
also aware that tenure is not the absolute indicator of
Non-Executive Directors.
a Director’s independence, with much also dependent
on the conduct and actions of the Director. In this The Board subscribes to the principle that separate
regard, the Board, through the NRC, actively seeks to persons for the Chairman and Chief Executive Officer
maintain a strong independent element on the Board, (CEO) positions is beneficial to the effective functioning
by undertaking the following during the financial year of the Board and can facilitate a powerful check and
ended 30 June 2013: balance mechanism. The Chairman is entrusted to build
• Conducted independence assessments on all a high performance Board by:
I n d e p e n d e nt Di re c to r s . Th e i n d e p e n d e n ce • Promoting principles of good corporate governance.
assessment criteria are guided by the definition of • Insisting on regular evaluation of the Board’s
“independent director” as prescribed by the Listing per formance (including its committees and
Requirements of Bursa Securities. individual Directors) and being open to improvement
• Required Independent Directors to submit an annual opportunities.
declaration of independence. • Ensuring that succession planning is considered on
• Adopted the policy of requiring Independent an on-going basis, including facilitating the selection
Directors exceeding a cumulative tenure of nine and appointment of a successor to the PGCE.
(9) years to be approved by shareholders in the
event the Director wishes to continue to serve as an
Independent Director. Alternatively, the Director
may continue to serve on the Board subject to re-
designation as Non-Independent Director.
Sime Darby Berhad | Annual Report 2013
75
STATEMENT ON CORPORATE GOVERNANCE

The CEO (PGCE) is tasked with: evidenced from the commendable attendance of the
• Ensuring the effective implementation of the policies Non-Executive Directors at the respective meetings of
and procedures approved by the Board. the Board and Board Committees during the financial
• Achieving goals and performance targets set in line year under review.
with the Group’s strategy. The Directors declare their directorships in other
• Exercising a high level of business judgement. public and private companies upon acceptance of
• Managing relationships with stakeholders. their appointments on the SDB Board and on an annual
basis. The Directors must also advise the Board of any
subsequent changes in their directorships in public and
Principle 4: Foster commitment
private companies.
Recommendation 4.1
None of the Directors of the Company hold more than
The Board should set out expectations on time commitment five (5) directorships in public listed companies, in
for its members and protocols for accepting new compliance with the Listing Requirements of Bursa
directorships Securities. This is aligned with the best practices
The Board’s annual meeting calendar is prepared and recommendation of the Green Book which limits
circulated to all the Directors during the first quarter directorships in listed companies to five (5).
of each financial year. The calendar includes meetings
Recommendation 4.2
of Board Committees and those involving shareholders
(e.g. AGM). The calendar also provides information on The Board should ensure its members have access to
the proposed agenda items for meetings. This practice appropriate continuing education programmes
provides notice well in advance to each Director allowing The Board is aware of the added value that Directors
him/her to prepare adequately for the meetings. can bring to the table if they are kept aware of industry
The Board meets on a scheduled basis at least four (4) development and trends.
times a year. When the need arises, additional meetings All the Directors have attended and successfully
are also held. Among the items considered during the completed the Mandatory Accreditation Programme
scheduled meetings are: (MAP) prescribed by Bursa Securities. Induction
• Matters specifically reserved for the Board’s decision. programmes were also arranged for newly appointed
• The financial statements and results of the Company Directors to facilitate their understanding of the Group’s
and its subsidiaries. business and operations.
• Operational activities, and strategic and corporate Training programmes, conferences and seminars
initiatives. deemed beneficial to the Directors are identified on an
• Reports by Board Committees and FSBs. on-going basis and the Company allocates a dedicated
Given the size and complexity of the Group, it is training budget to support the continuous development
not uncommon for Directors to devote a substantial of the Directors.
amount of time prior to and during Board meetings, as

The development and training programmes attended by the Directors, including their participation as distinguished
speakers at local and international conventions, during the financial year ended 30 June 2013 are set out below:
Training Programmes Attended By The Current Directors For The Financial Year Ended 30 June 2013

Director Title of Seminar/Workshop/Course Presenter/Organiser Date


Tan Sri Dato’ Sri Lean Six Sigma Chemical Company of 20 July 2012
Hamad Kama Piah Malaysia Berhad
Che Othman Business Continuity Management (BCM) EMC Computer System 28 September 2012
- Crisis Management Plan & Simulation (M) Sdn Bhd
Exercise
PNB Nominee Directors’ Convention & Permodalan Nasional 9 October 2012
Executive Luncheon Talk 2012 Berhad
Tun Ismail Mohamed Ali Memorial Lecture Professor Lord Julian 8 November 2012
Series 2012/2013: Hunt of the University
Integrated Policies for Environmental College London/
Resilience and Sustainability (Risk and Permodalan Nasional
Impact on Business and Investment) Berhad
Global Islamic Wealth & Asset PNB Investment 7 December 2012
Management - Capitalising Institute Sdn Berhad
Challenges & Opportunities
Sime Darby Berhad | Annual Report 2013
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STATEMENT ON CORPORATE GOVERNANCE

Director Title of Seminar/Workshop/Course Presenter/Organiser Date


Tun Ismail Mohamed Ali Memorial Lecture Professor Dr Erik S. 30 January 2013
Series 2012/2013: Reinert/Permodalan
The Fall of the West and the Rise of Asia Nasional Berhad
- What are the Mechanisms at Work, and
Where is Malaysia’s Place?
Tun Ismail Mohamed Ali Memorial Lecture Dr Zamir Iqbal/ 5 February 2013
Series 2012/2013: Permodalan Nasional
Promise of Islamic Finance - What Needs to Berhad
be Done to Make it Reality
Tun Ismail Mohamed Ali Memorial Lecture Professor Razeen 27 March 2013
Series 2012/2013: Sappideen/Permodalan
Corporate Governance and Short -Termism Nasional Berhad
PNB Risk Management Forum “Risk Professor Didier Cossin/ 4 June 2013
Management Forum - Embracing Risks for Permodalan Nasional
Long-Term Corporate Success - Boosting Berhad
Your Risk Governance”
Tan Sri Samsudin Operational Briefing for Acting Chairman SDB Group 13 December 2012
Osman Tun Ismail Mohamed Ali Memorial Lecture Professor Dr Erik S. 30 January 2013
Series 2012/2013: Reinert/Permodalan
The Fall of the West and the Rise of Asia Nasional Berhad
- What are the Mechanisms at Work, and
Where is Malaysia’s Place?
Tun Ismail Mohamed Ali Memorial Lecture Dr Zamir Iqbal/ 5 February 2013
Series 2012/2013: Permodalan Nasional
Promise of Islamic Finance - What Needs to Berhad
be Done to Make it Reality
Leading Board Challenges: Professor Dr. Randel S. 27 February 2013
Innovative Ideas For Breakthrough Carlock/The Malaysian
Performance Directors Academy
EPF Global Private Equity Summit 2013 Employees Provident 25 - 26 March 2013
Fund
Corporate Directors Advanced Programs The Malaysian Directors 21 - 22 May 2013
“Financial For Non-Finance Directors” Academy
FIDE Core Program - Module A ICLIF Leadership & 4 - 7 June 2013
Governance Centre
FIDE Core Program - Module B ICLIF Leadership & 11 - 13 June 2013
Governance Centre
Tan Sri Dato’ Sri Dr Bengkel Kabinet Program Transformasi Jabatan Perdana 4 July 2012
Wan Abdul Aziz Wan Kerajaan 2.0 (GTP 2.0 Cabinet Workshop) Menteri
Abdullah Taklimat Mengenai Laporan Ketua Audit Jabatan Perdana 6 July 2012
Negara Tahun 2011 Menteri
On-Boarding/Operational Briefing for New SDB Group 13 December 2012
Directors
FIDE Core Program - Module A ICLIF Leadership & 4 - 7 June 2013
Governance Centre
FIDE Core Program - Module B ICLIF Leadership & 11 - 13 June 2013
Governance Centre
Tan Sri Dato’ Dr Wan PNB Nominee Directors’ Convention: Permodalan Nasional 9 October 2012
Mohd Zahid Mohd Malaysian Code on Corporate Governance Berhad
Noordin
Tun Ismail Mohamed Ali Memorial Lecture Dr Zamir Iqbal/ 5 February 2013
Series 2012/2013: Permodalan Nasional
Promise of Islamic Finance - What Needs to Berhad
be Done to Make it Reality
Sime Darby Berhad | Annual Report 2013
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STATEMENT ON CORPORATE GOVERNANCE

Director Title of Seminar/Workshop/Course Presenter/Organiser Date


Tun Ismail Mohamed Ali Memorial Lecture Professor Razeen 27 March 2013
Series 2012/2013: Sappideen/Permodalan
Corporate Governance and Short -Termism Nasional Berhad
PNB Risk Management Forum “Risk Professor Didier Cossin/ 4 June 2013
Management Forum - Embracing Risks for Permodalan Nasional
Long-Term Corporate Success - Boosting Berhad
Your Risk Governance”
Tan Sri Datuk Amar Regulatory Updates, Governance and Federation of Public 27 November 2012
(Dr) Tommy Bugo @ Current Issues for Directors of PLCs and Listed Companies Bhd/
Hamid Bugo Corporate Body 2012 Malaysian Institute of
Corporate Governance
Nominating Committee Programme ICLIF Leadership & 14 - 15 May 2013
Governance Centre/
Bursa Malaysia Berhad
The Virtue of Integrity Bursa Malaysia Berhad 27 June 2013
Tan Sri Datuk Dr Branding of Malaysian Palm Oil Workshop Ministry of Plantation 21 - 22 November
Yusof Basiran Industries and 2012
Commodities
BURSA 24th Annual Palm & Lauric Oils Bursa Malaysia Berhad 5 March 2013
Conference & Exhibition
Datuk Zaiton Mohd 2nd ACCA Train-The-Trainers Conference Association of 31 July 2012
Hassan Chartered Certified
Accountants
Human Capital Management in the Financial Institutions’ 14 August 2012
Boardroom Directors Education
Corporate Governance Programme 2012 Bursa Malaysia Berhad 3 October 2012
Nominee Directors’ Convention & Executive Permodalan Nasional 9 October 2012
Luncheon Talk 2012 Berhad
New Ideas and Open Issues in Corporate The Institute for 10 October 2012
Finance the Advancement in
Business Training
Roundtable Discussion: Financial Institutions’ 10 October 2012
Board of Directors - Value Creation vs. Directors Education
Compliance
Building Blocks of a Successful Career KDU University College 17 October 2012
Quality Initiatives Talk - Balanced Permodalan Nasional 23 October 2012
Leadership for the 21st Century Berhad
The 17th Malaysian Capital Market Summit: Asian Strategy & 29 October 2012
Malaysia The Rising Star - Geared For Leadership Institute
Growth
FIDE Elective Program: Financial Institutions’ 1 - 2 November 2012
Internal Capital Adequacy Assessment Directors Education
Process Program
Dialogue Session on Women and Leadership Madame Christine 14 November 2012
Lagarde, Managing
Director of International
Monetary Fund/
ICLIF Leadership &
Governance Centre
Global Public Lecture on Asia and the Global Madame Christine 14 November 2012
Economy: The Promise of Integration Lagarde, Managing
Director of International
Monetary Fund/
Malaysian Economic
Association
Sime Darby Berhad | Annual Report 2013
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STATEMENT ON CORPORATE GOVERNANCE

Director Title of Seminar/Workshop/Course Presenter/Organiser Date


Moody’s Forum, Five Key Credit Issues in Moody’s 15 March 2013
Asian Ratings
FIDE Elective Program: Financial Institutions’ 1 - 2 April 2013
The Nomination and Remuneration Directors Education
Committee
SC International Corporate Governance Securities Commission 6 June 2013
Seminar 2013
Dato Sri Lim Haw China Council International Cooperation on China Council 17 - 19 November
Kuang Environment and Development International 2012
Cooperation on
Environment and
Development
Dato’ Henry Sackville Global Trend and Market Strategy: HSBC Bank Malaysia 2 October 2012
Barlow Eurozone Distress - Changes Global Berhad
Dynamics & Forecast
10th Annual Roundtable Meeting on Roundtable on 30 October 2012 -
Sustainable Palm Oil (RT10) Sustainable Palm Oil 1 November 2012
Director Duties, Regulatory Updates and Malaysian Institute of 29 January 2013
Governance Seminar for Directors of PLCs Corporate Governance
2013
Tun Ismail Mohamed Ali Memorial Lecture Professor Dr Erik S. 30 January 2013
Series 2012/2013: Reinert/Permodalan
The Fall of the West and the Rise of Asia Nasional Berhad
- What are the Mechanisms at Work, and
Where is Malaysia’s Place?
Financial Services Act 2012 Mr Gopal Sundaram, 12 April 2013
former Assistant
Governor of Bank
Negara Malaysia/Bank
Negara Malaysia
Effective Implementation of Anti-Money Bank Negara Malaysia 25 April 2013
Laundering & Counter Financing of
Terrorism (AML/CFT)
HSBC Audit & Risk Committee Chairmen’s HSBC Bank Malaysia 12 - 14 June 2013
Forum and HSBC Group Non-Executive Berhad
Directors Forum
Dato’ Azmi Mohd Ali The Malaysian Corporate Governance Code Malaysian Institute of 3 July 2012
2012 - The Implication and Challenges to Corporate Governance
Public Listed Companies
Lean Six Sigma Chemical Company of 20 July 2012
Malaysia Berhad
Half Day Governance Programme Bursa Malaysia Berhad 8 August 2012
“Governance, Risk Management and
Compliance: What Directors Should Know”
Luncheon Talk with Mr Jeffrey R. Immelt, The Malaysian Directors 23 August 2012
Topic: Innovation for Growth Academy
PNB Nominee Directors’ Convention & Permodalan Nasional 9 October 2012
Executive Luncheon Talk 2012 Berhad
Tun Ismail Mohamed Ali Memorial Lecture Professor Lord Julian 8 November 2012
Series 2012/2013: Hunt of the University
Integrated Policies for Environmental College London/
Resilience and Sustainability (Risk and Permodalan Nasional
Impact on Business and Investment) Berhad
The Razak Roundtable - Creating Brand Razak School of 9 January 2013
Power for Countries and Companies Government
Sime Darby Berhad | Annual Report 2013
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STATEMENT ON CORPORATE GOVERNANCE

Director Title of Seminar/Workshop/Course Presenter/Organiser Date


Tun Ismail Mohamed Ali Memorial Lecture Professor Dr Erik L.H.M. 21 February 2013
Series 2012/2013: Van De Loo/Permodalan
Board Leadership and Integrity Nasional Berhad
AIPN Core Course on International Oil and Association of 13 March 2013
Gas Law International Petroleum
Negotiators
Tun Ismail Mohamed Ali Memorial Lecture Professor Razeen 27 March 2013
Series 2012/2013: Sappideen/Permodalan
Corporate Governance and Short -Termism Nasional Berhad
PNB Risk Management Forum “Risk Professor Didier Cossin/ 4 June 2013
Management Forum - Embracing Risks for Permodalan Nasional
Long-Term Corporate Success - Boosting Berhad
Your Risk Governance”
Asean Corporate Governance Scorecard Minority Shareholder 13 June 2013
2013 Watchdog Group
Ir Dr Muhamad Fuad Global Islamic Finance Forum Bank Negara Malaysia 18 - 20 September
Abdullah 2012
MIDF Investment Forum 2012 on Malaysian Industrial 3 November 2012
Resuscitating the Economy Development Finance
Berhad
Tun Ismail Mohamed Ali Memorial Lecture Professor Lord Julian 8 November 2012
Series 2012/2013: Hunt of the University
Integrated Policies for Environmental College London/
Resilience and Sustainability (Risk and Permodalan Nasional
Impact on Business and Investment) Berhad
Tun Ismail Mohamed Ali Memorial Lecture Professor Dr Erik S. 30 January 2013
Series 2012/2013: Reinert/Permodalan
The Fall of the West and the Rise of Asia Nasional Berhad
- What are the Mechanisms at Work, and
Where is Malaysia’s Place?
Ethics in Islamic Finance Islamic Banking & 5 March 2013
Finance Institute
Malaysia
Corporate Directors Advanced Programme The Malaysian Directors 12 - 13 March 2013
2013 “Strategy and Risks: Managing Academy
Uncertainty”
Luncheon Talk: What You Don’t Know Malaysian Industrial 17 June 2013
About REITS (But will pay to learn) Development Finance
Berhad
On-Boarding/Operational Briefing for New SDB Group 18 June 2013
Directors
Tan Sri Dato’ Mohd CEO Luncheon with Dato’ Sri Idris Jala National ICT Association 11 July 2012
Bakke Salleh Rabobank’s Markets Outlook 2013 Lunch Rabobank 21 November 2012
Seminar - Global & Asian Economic Outlook
24th Annual Palm & Lauric Oils Conference & Bursa Malaysia Berhad 5 March 2013
Exhibition - Price Outlook 2013/2014
Sustainability Training for Directors and Bursa Malaysia Berhad 7 March 2013
Practitioners
Sime Darby Berhad | Annual Report 2013
80
STATEMENT ON CORPORATE GOVERNANCE

Principle 5: Uphold integrity in financial reporting Recommendation 5.2


Recommendation 5.1 The Audit Committee should have policies and procedures
to assess the suitability and independence of external
The Audit Committee should ensure financial statements
auditors
comply with applicable financial reporting standards
The Board is aware of the potential conflict of interest
The GAC is tasked with assisting the Board in maintaining situation that may arise if the Company’s external
a sound system of internal control across the Group. auditors are engaged to provide other non-audit
Accurate and reliable financial statements are a key services to the Group. To mitigate this risk, a paper on
outcome of a sound system of internal control, and “Appointments of Financial Advisors for Non-Audit
towards this end, the GAC considers the following on a Assignments” is tabled to the GAC on a quarterly basis
regular basis: for review and approval.
• Changes in accounting policies and practices, and Further, the GAC procures a written confirmation from
implementation thereof. the external auditors that the auditors are, and have
• Significant adjustments arising from the external been, independent throughout the conduct of the audit
audit process. engagement in accordance with relevant professional
• Qualifications to the external auditor’s report (if any). and regulatory requirements and in accordance with
• Going concern assumption. the external auditors’ internal policy. The external
• Adequacy and appropriateness of disclosure. auditors also provide a written confirmation that they
have reviewed the non-audit services provided to the
The GAC also meets with the external auditors without SDB Group during the year, and that to the best of the
the presence of Management, and this is a forum at external auditor’s knowledge, the non-audit services did
which the external auditors may raise, among other not impair the independence of the external auditors.
matters, any concern they may have on the compliance
The Company’s Annual Report also disclose fees received
aspect of the financial statements.
by the external auditors for non-audit work.
The Directors consider that in preparing the financial
statements, the Group has used appropriate accounting Principle 6: Recognise and manage risks
policies, consistently applied and supported by
reasonable and prudent judgement and estimates. Recommendation 6.1
All accounting standards which the Board considers The Board should establish a sound framework to manage
to be applicable have been adopted, subject to any risks
explanation for material departures disclosed in the
notes to the financial statements. Cognisant of the adverse effect that an unmitigated
risk can bring upon the Group, the Board emphasises
The GCFO updates the GAC regularly on the Group’s effective risk management as a key control lever to
financial performance and highlights key issues in manage the Group’s exposure to risk. To this end,
connection with the preparation of the results, including the RMC was established as a governance process
the adoption of new accounting standards/policies. The that enables the Board and Management to identify,
GCFO is responsible in ensuring that the Group is aware prioritise, communicate and manage risk.
of impending changes to the accounting standards and
also the relevant regulatory requirements, recognises The RMC is tasked by the Board to:
the implication of those changes and complies with the • Review and recommend the SDB Group’s risk
requirements. To achieve this, the Group places great management policies and strategies for the Board’s
emphasise in two key areas which is the development approval.
of a pool of skilled and knowledgeable accounting • Oversee the risk management activities of the SDB
and finance staff and the development of a robust and Group.
efficient financial reporting system. • Monitor the implementation of post-spend
The Group has a wide range of internal training transactions in accordance with established
programmes covering both technical and non- thresholds in the approved Group Limits of Authority,
technical areas specially designed to fit the needs of which include capital expenditure, acquisitions and
the Group with the objective of enhancing the level project-based operational costs.
of competencies of its accounting and finance staffs. The Group’s risk management framework essentially
Accounting and finance staffs were also required to involves the continuous identification and assessment
attend external training to enrich their knowledge, keep of risks, development and implementation of risk
abreast of the development in the accounting standards mitigation plans and the monitoring of the effectiveness
and drive for high quality financial reporting. The GCFO of these mitigation plans.
and key finance personnel are also actively engaged with
the Malaysian Accounting Standards Board (MASB) on The GRM Department is the primary platform through
accounting matters through participation in MASB’s which the RMC undertakes its work. The GRM
working groups formed to debate on emerging issues of Department has a direct reporting line to the RMC with
significance to the accounting profession. Risk Officers located at each Division to execute the risk
management framework.
Further information on the activities of the RMC can be
found in the Statement on Corporate Governance on
page 66.
Sime Darby Berhad | Annual Report 2013
81
STATEMENT ON CORPORATE GOVERNANCE

Recommendation 6.2 Recommendation 7.2


The Board should establish an internal audit function which The Board should encourage the company to leverage on
reports directly to the Audit Committee information technology for effective dissemination of
information
The Board acknowledges its responsibility for the
Group’s internal control system covering financial, The Company’s website has become a key communication
operational and compliance aspects as well as the risk channel for the Company to reach its shareholders, the
management process, and in reviewing its adequacy and Investment Community and the general public. Within
integrity to safeguard shareholders’ investment and the the website, a number of sections provide up-to-date
Group’s assets. information on the Group activities, financial results and
major strategic developments.
The Group Corporate Assurance Department (GCAD)
is tasked with assisting the Board and the GAC in this There is also a section focusing on corporate governance
regard. It is a vital element in the Group’s drive to and outlined in that section are the Company’s business
maintain a sound risk management framework and principles, Code of Business Conduct and various
internal control system. corporate governance initiatives.
The GCAD function is an in-house internal audit function Financial results, annual reports, Bursa Securities
that reports directly to the GAC. The GCAD’s principal announcements, corporate presentations and other
responsibility is to provide independent and objective information on the Company can be found on the
assurance and consulting services designed to add value Company’s website.
and improve the operations in the Group. It assists the
Group to achieve its objectives by bringing a systematic Principle 8: Strengthen relationship between company
and disciplined approach to evaluate and improve the and shareholders
effectiveness of governance, risk management and
control processes. However, it should be noted that the Recommendation 8.1
Group’s internal control system is designed to provide The Board should take reasonable steps to encourage
reasonable but not absolute assurance against the risk shareholder participation at general meetings
of material errors, fraud or losses occurring.
The Company’s AGM, scheduled in November of each
The GCAD comprises Divisional Corporate Assurance year, is the primary platform for communication with
Departments that conduct audits of key business the widest range of shareholders.
processes and business units across their respective
Divisions. GCAD is also responsible for regular and Some of the measures to encourage greater shareholder
systematic reviews of environmental, safety and health attendance and participation include the following:
issues in the Company and across the Group. • Shareholders who are unable to attend are allowed
to appoint a proxy/ies to attend and vote on their
The Statement of Risk Management and Internal behalf. The proxy need not be a shareholder.
Control which provides an overview of the state of the
• The venue of the AGM is at a central and easily
risk management and internal control system is set out
accessible location providing ample parking space
on pages 83 to 88 of the Annual Report. The internal
for shareholders.
audit function of the Group which rests with GCAD is
described in the Report on the GAC on page 56 of the • The Sime Darby website (www.simedarby.com)
Annual Report. contains a number of references to and notices about
the AGM, e.g. within the ‘Calendar’ section of the
‘Investor Relations’ page.
Principle 7: Ensure timely and high quality disclosure
• Members of the Board, Senior Management as well
Recommendation 7.1 as the external auditors of the Company are present
The Board should ensure the Company has appropriate at the AGM to address any question or concern that
corporate disclosure policies and procedures shareholders may have.
• The PGCE presents the Strategy Positioning for the
The Board has developed and adopted, in its Long Term Growth of the SDB Group at AGMs and
GPA, a policy on Investor Relations and Corporate shareholders queries are answered and their views
Communications, stipulating the authorised channels obtained.
and personnel through which/whom certain information
of the Group shall be approved and disclosed to internal Recommendation 8.2
and external stakeholders. The Board should encourage poll voting
The Investor Relations and Corporate Communications The Chairman, at the commencement of a general
policy regulates the review and release of information meeting, informs shareholders of their right to a vote
to the stock exchange as well as through the Company’s by poll. This is in line with the Company’s Articles of
website, facilitating timely and accurate disclosure of Association. Poll voting on Related Party Transactions
the Company’s affairs. has now been made mandatory by the Listing
Requirements of Bursa Securities.
Sime Darby Berhad | Annual Report 2013
82
STATEMENT ON CORPORATE GOVERNANCE

Regardless of the regulatory requirement, the Company Statement of Compliance


prepares polling slips in the event shareholders request
Pursuant to Paragraph 15.25 of the Listing Requirements
for poll voting on any resolution tabled at the general
of Bursa Securities, the Board is satisfied that the
meeting.
Company has applied the Principles of the MCCG 2012
Recommendation 8.3 during the financial year under review, with due regard
to the Recommendations supporting the Principles. The
The Board should promote effective communication and
sole exception to the Company’s compliance is with
proactive engagements with shareholders
regard to a gender diversity policy for the Board, as the
The Board recognises the importance of an effective Board currently believes that specific targets for gender
communication channel between the Company, diversity is not a necessary requisite. The Board is of
its shareholders and the general public. Pertinent the view that diversity not only in gender but also with
matters that may affect stakeholders include strategic respect to skills, experience and knowledge are already
developments, financial results and material business inherent considerations during the recruitment process
matters affecting the Company and Group. for Directors.
The Company has an Investor Relations Unit that This statement is made in accordance with a resolution
facilitates communication between the Company and of the Board of Directors dated 24 September 2013.
the Investment Community. Senior Management of
the Company actively engages with the Investment
Community and the Board is periodically briefed on
these interactions and feedback from the Investment
Community.
The Investor Relations Unit has an extensive programme
that involves the holding of regular meetings,
conference calls and site visits, all intended to keep
the Investment Community abreast of the Company’s
strategic developments and financial performance.
In addition, investment road shows and conferences
are held to engage with shareholders and potential
investors across the globe.
The section on Investor Relations can be found on pages
89 to 91 of the Annual Report.
The timely release of financial results on a quarterly
basis provides the Investment Community with an
up-to-date view of the Group’s performance and
operations. A press conference and an analysts’ briefing
are held concurrently with the release of the quarterly
financial results to Bursa Securities. To widen the reach
to stakeholders, summaries of the financial results are
advertised in daily newspapers while copies of the full
announcement can be supplied to shareholders and
members of the public upon request.
Shareholders are welcome to raise queries by contacting
the Company at any time throughout the year and need
not wait for the AGM for such an opportunity.
Any query regarding the SDB Group may be conveyed to
the following persons:
Norzilah Megawati Abdul Rahman
Group Secretary
Telephone number : +(603) 2691 4122 extension 2370
Facsimile number : +(603) 2382 1075
Email address : [email protected]
Alan Hamzah Sendut
Executive Vice President
Group Strategy & Business Development
Telephone number : +(603) 2691 4122 extension 2246
Facsimile number : +(603) 2713 5935
Email address : [email protected]
Sime Darby Berhad | Annual Report 2013 83

STATEMENT ON RISK
MANAGEMENT AND
INTERNAL CONTROL

In accordance with Paragraph 15.26 (b) of Responsibility


the Main Market Listing Requirements of The Board of Directors (Board) in discharging its
Bursa Malaysia Securities Berhad (Bursa responsibilities is fully committed to maintaining a
sound risk management framework and internal control
Securities), the Board of Directors of system, and reviewing its adequacy and integrity to
listed companies is required to include in safeguard shareholders’ investment and the Group’s
their annual report, a “statement about assets.
the state of internal control of the listed The Board has established an ongoing process for
issuer as a group”. In addition, the revised identifying, evaluating and managing significant risks
faced by the Group. This is embedded in the Group’s
Malaysian Code on Corporate Governance
Risk Management Framework (RMF) and internal control
2012 issued by Securities Commission system. These are reviewed on a periodic basis to ensure
Malaysia requires the board to establish its continued effectiveness, adequacy and integrity.
a sound risk management framework Enhancements are made in line with the Board’s
commitment to improve the Group’s governance, risk
and internal control system. The Board management and control framework, and enhance a
of Directors is pleased to provide the strong control culture and environment for the proper
following statement that is prepared control of the Group’s business operations.
in accordance with the “Statement on The internal control system by its nature is designed to
Risk Management and Internal Control: manage key risks that may impede the achievement of
Guidelines for Directors of Listed Issuers” the Group’s business objectives within an acceptable risk
profile. Accordingly, it can only provide reasonable and
endorsed by Bursa Securities which not absolute assurance against material misstatement,
outlines the nature and scope of the risk fraud or loss.
management and internal control of the There are two committees at the Board level that have
Group during the financial year under primary risk management and internal control oversight
review. responsibilities:
• Risk Management Committee (RMC)
• Governance and Audit Committee (GAC)
Management is responsible for implementing the
Board’s framework, policies and procedures on risk and
internal control. The Board has received assurance from
the President & Group Chief Executive Officer (PGCE)
and Group Chief Financial Officer (GCFO) that the
Group’s RMF and internal control system are operating
adequately and effectively, in all material aspects. The
Board is thus assured that the risk management and
internal control system were in place during the financial
year under review and up to the date of approval of this
statement for inclusion in the annual report.
Sime Darby Berhad | Annual Report 2013
84
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Risk Management and Internal • Review key corporate activities that are considered
significant from a Group risk perspective; and
Control System
• Oversee the Group’s BCP.
The Board acknowledges that the risk management and
internal control system are designed to manage, rather Each operating and functional business support unit in
than eliminate risks that hinder the Group from achieving the divisions and at GHO have appointed Risk Champions
its goals and objectives. The risk management and to spearhead the coordination of risk management
internal control system are intertwined with the Group’s activities. These Risk Champions are responsible for
operating activities and exist for fundamental business ensuring the timely updating of risks, controls, issues
reasons. The key elements of the risk management and action plans within their own units. Their updates
and internal control system adopted by the Group are are then independently validated by GRM.
overseen by the two Board committees.
Group Corporate Assurance Department
The GCAD is an integral part of the Group’s internal
Risk Management Committee
control system, with the function reporting directly
The RMC maintains risk oversight within the Group. to the GAC. GCAD’s primary mission is to provide
Amongst its primary risk responsibilities is to assess, independent, objective assurance and consulting
improve and monitor a Group-wide RMF, evaluate risk services designed to add value and improve the
exposures associated with proposed major investments, operations in the Group. It assists the Group to achieve
provide guidance in the development of appropriate and its objectives by bringing a systematic, disciplined
effective risk response strategies and contingency plans, approach to evaluate and improve the effectiveness of
monitor the overall risk profile and risk tolerance of the risk management, control and governance processes.
Group, and provide oversight of the Group’s Business
Continuity Plan (BCP). GCAD develops risk-based audit plans for the year,
consistent with the Group’s objectives and strategies
articulated in the annual budget plan and conducts
Governance and Audit Committee
internal audit engagements accordingly. In the course
The GAC reviews internal control issues identified of performing its duties, GCAD has unrestricted access
by Management; the Group Corporate Assurance to all functions, records, documents, personnel, or any
Department (GCAD); and the external auditors; and other resource or information, at all levels throughout
evaluates the adequacy and effectiveness of the RMF the Group. Audits are performed on all units or areas
and internal control system. They also review the GCAD in the audit population, the frequency of which is
functions with particular emphasis on the scope of determined by the level of risk assessed, to provide an
audits and quality of internal audits. The minutes of independent and objective report on operational and
the GAC meetings are tabled to the Board on a periodic management activities in the Group.
basis. Details of GCAD’s activities carried out during the
financial year are set out in the Report to the GAC. The audit plans as developed are reviewed and
approved by the GAC, and the results of the audits
The two Board committees are assisted by three are communicated and reported periodically to
supporting functional units: Management, external auditors, the appropriate
Group Risk Management Department Divisional Flagship Subsidiary Boards (FSB) and the GAC.
The Group has established the Group Risk Management Group Compliance Office
(GRM) Department to assist the Board and RMC in A dedicated Group Compliance Office (GCO) was
discharging their risk management responsibilities. established in February 2011 to assist with the
GRM is structured to ensure that sufficient support implementation of a Compliance Management
is provided at both the Group Head Office (GHO) and Framework (CMF). The CMF establishes mechanisms and
divisional level. tools to ensure consistency and efficiency in managing
GRM is mainly responsible for the following: compliance risk within the Group.
• Assess, improve and monitor the Group RMF The GCO reports directly to the GAC for the purpose of
including risk policy and standards; independence and objectivity. The GCO function was
• Maintain an inventory or register of risks for the created to:
Group; • Assist the Management, GAC and the Board in
• Provide guidance to the Divisions in the development coordinating compliance risk management activities
of appropriate and effective response strategies (i.e. programmes or activities to identify, mitigate
and contingency plans to manage or mitigate and educate employees about the risks of non-
material risks that are in line with the nature of the compliance); and
identifiable risks; • Provide reasonable assurance to the Board and
• Evaluate and monitor the overall risk profile and risk the Management that the Group’s operations and
tolerance of the Group; activities are conducted in line with all regulatory
requirements, internal policies and procedures and
• Issuance of risk reports to the relevant governing
standards of good business practice.
authorities;
Sime Darby Berhad | Annual Report 2013
85
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Activities that Support the Risk Management


and Internal Control System
Group Risk Management Framework
The principal aim of the Group RMF is to identify, evaluate and manage risks with a view to enhance the value of
shareholders’ investments and safeguarding assets. The Board is responsible for ensuring that this process is in place and
is effective and adequate. In addition, divisional risk oversight is under the purview of the Flagship Subsidiary Boards
(FSBs) which support the Board in providing direction, oversight and control of their divisional affairs in a responsible
and effective manner.
The Group RMF encapsulates the governance arrangements described above as well as assigns responsibility to relevant
levels of management and operations. The implementation of the framework is the responsibility of the PGCE and
members of the Sime Darby Group Management Committee (GMC). An overview of the Group RMF is provided in the
diagram below.

SIME DARBY BERHAD BOARD

RISK MANAGEMENT COMMITTEE

PLANTATION INDUSTRIAL MOTORS PROPERTY E&U E&U HEALTHCARE


NON-CHINA CHINA
FSB FSB FSB FSB FSB FSB FSB

GROUP RISK MANAGEMENT DEPARTMENT

RISK OWNERS FUNCTIONAL BUSINESS SUPPORT MONITORING


Accountability and Provide risk support, functional Provide risk insight and monitoring
responsibility for effective risk expertise and risk specific standards to key business decisions
identification and management

Plantation Industrial Motors Finance Human Resource Legal Communication Procurement

Property Energy & Healthcare Information Health, Safety & Strategy & Business Risk Management Compliance
Utilities Technology Environment Development

Note: Following the completion of the joint venture arrangement on 30 June 2013, the Healthcare Division has been injected into a
jointly controlled entity known as Ramsay Sime Darby Health Care Sdn Bhd (formerly known as Sime Darby Global Healthcare
Sdn Bhd)

Risk Policy
The Group recognises that risk is an integral and unavoidable component of its business and is characterised by threats and
opportunities. The Group fosters a risk-aware corporate culture in all decision making. Through application of integrated
risk analysis and management, the Group manages risk in order to enhance opportunities, reduce threats and so sustain
competitive advantage.
The Group is committed to managing risks in a proactive and effective manner. This requires comprehensive risk analysis
to support management decisions at all levels within the Group.
Sime Darby Berhad | Annual Report 2013
86
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Risk Management Approach


The Group has adopted a formal and structured
approach to risk management.

RISK ASSESSMENT UPDATING


MANAGEMENT
CONTEXT TIMING
INVOLVEMENT
Top-Down
To ensure a top-down review of risks is conducted
(as part of
on an annual basis as part of the annual strategic
Strategies/ the Annual
Annual Review planning update which ensures the risk implications
Objectives Strategic
of any changes in strategy are identified, assessed and
Updating
documented.
process)
Bottom-Up
(as part of To ensure updating of risks occurs on a quarterly basis
Business Unit/
Quarterly the periodic by appropriate risk management personnel who are in
Operating
Update monthly a position to know about changes in risks and are able
Unit/Project
management to identify, assess, document and escalate key risks.
review process)
Project Team
Major Projects
Monthly (as part of the
(CAPEX/
Review/Ad hoc routine project
Improvements/
Update management To ensure appropriate risk management activities
Customer)
review process) occur on an as required basis for major projects/
Major Proposal Team proposals by appropriate project staff cognisant of
Proposals (as part of the projects’ lifecycle stage.
(Investment/ As Required the project
Improvements/ evaluation
Bids) process)

In undertaking the above practices, a detailed approach • Quarterly risk assessments were undertaken for
and process has been developed and deployed which each Division and GHO function to identify and/or
is consistent with the ISO 31000 Risk Management update enterprise level and operational level risks.
Standard. In addition, several policies and guidelines The results of these assessments were incorporated
were developed to aid relevant personnel in undertaking in the quarterly reporting to the RMC and Divisional
their risk management responsibilities. These policies, FSBs.
procedures and guidelines are supplemented by detailed • A new risk management system was customised
training packs and Quick Reference Guides covering and deployed during the year. Numerous training
risk management methodology and the use of the risk sessions were undertaken during the year to
management software. familiarise relevant Risk Owners and Risk Champions
with the system. Any changes to risk data are now
Risk Reporting performed directly in the system, thereby facilitating
The Group RMF provides for regular review and reporting. real-time updates of risk information.
Quarterly risk reports are prepared and include an • Risk Assessments have been performed for all
assessment of risk, an evaluation of the effectiveness major projects currently being implemented. GRM,
of the controls in place and the requirements for further together with Group/Divisional Strategy performed
controls. formal risk analysis on a number of key investment
proposals during the financial year.
Key Risk Management Activities for Financial Year 2013 • A Risk Management Key Performance Indicator (KPI)
Key activities pertaining to risk management that were index was established to assess senior management’s
undertaken for the financial year under review were as performance in managing risks within their respective
follows: areas of responsibility. The index represented one
component of the PGCE and Divisional Executive
• A top-down review of enterprise level risks was
Vice Presidents (EVP) scorecards for financial year
conducted as part of the annual strategic planning
2013. This will continue to be incorporated in the
update to ensure that the risk implications of any
scorecards for the coming year.
changes in strategy were identified, assessed and
documented.
Sime Darby Berhad | Annual Report 2013
87
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Group Policies and Authorities any complaint or report to be directly submitted to the
Limits of delegated authority which have been approved Senior Independent Director (SID) of the Board, should
by the Board for acquisition and disposal of assets, the whistleblower believe that the Group is better
awarding tenders as well as approving operational served if the report was addressed to levels higher than
expenses are prescribed in the Group Policy and Management.
Authorities (GPA). In addition, policies and procedures The SID is Dato’ Henry Sackville Barlow who is
are in place to ensure compliance with internal control contactable through the whistleblowing channels of
and the prescribed laws and regulations. These policies reporting as provided in the official Sime Darby website.
and procedures are set out in the GPA and divisional/
operating units’ standard operating procedures. The In 2013, reporting to the GAC and Board was further
GPA are reviewed annually. The 2013 review was enhanced with more detailed analysis of whistleblowing
undertaken in tandem with changes to the business cases across the Group.
environment and regulatory guidelines. All concerns raised via the whistleblowing channels
will be treated fairly and properly. The Policy on
Corporate Culture and Group’s Core Values Whistleblowing also includes provisions to safeguard
The guiding principles of the Group’s corporate culture the confidentiality of the whistleblower, ensure no
are embedded in the Group’s Core Values as set out in retaliation of the whistleblower if he or she has acted in
the GPA, which are Integrity, Respect & Responsibility, good faith, and measures to avoid abuse of the policy for
Excellence and Enterprise. purposes of making false or malicious allegations.

Code of Business Conduct Effectiveness of Risk Management


As part of its on-going efforts to strengthen its corporate and Internal Control System
governance, Sime Darby rolled out the Code of Business The processes adopted to monitor the effectiveness of
Conduct (COBC) in nine different languages (and the RMF and internal control system are:
Braille) to directors and employees across its Divisions
• The management information system includes
and territories. This initiative was to inculcate a strong
preparation and submission of a Five-Year Strategy
culture of ethics. The COBC emphasises a zero-tolerance
Blueprint, which is to be reviewed and updated
policy on corruption and is reinforced through various
annually, the annual budgets and other information
channels, including e-learning, classroom training, the
to the Board. Budgets prepared by operating units
intranet and the Group’s website. Approved vendors are
are regularly updated by means of a rolling forecast
also required to sign a ‘Vendor Letter of Declaration’ to
and explanation of variances is incorporated in the
ensure adherence to the COBC.
monthly management reports. The Sime Darby GMC
The COBC supports the Group’s Core Values by instilling reviews the performance and results of divisions/
and upholding the value of uncompromising integrity in operating units on a regular basis. In addition, the
the behaviour and conduct of the Board, Management, financial performance and key business performance
employees and all stakeholders of the Group. Any indicators are reported to the Board on a quarterly
breach of the COBC is actionable through disciplinary basis.
proceedings. • The risk reports that are prepared by GRM on a
The continuing initiatives 2013 included on-going COBC quarterly basis are reviewed by Management and
training at employee inductions, awareness via COBC presented for approval to the GMC, Divisional FSBs
posters, and COBC presentations at Country and Global and RMC.
Induction Programs. • Feedback received through Management comments
in the GCAD reports with respect to the risk
Employee competency and internal control related issues, are further
summarised and presented to the GMC, Divisional
Th e G ro u p h a s e s t a b l i s h e d a co m p re h e n s ive
FSBs and GAC.
framework that provides a structured competency
baseline requirement to assess existing human capital • A Control Self-Assessment (CSA) process that uses
development needs across various levels of employees. a questionnaire approach which is coordinated and
Emphasis is placed on the quality and ability of monitored by the GCO was rolled out during the
employees with continuing education, training and financial year. CSA allows employees in the Group to
development being actively encouraged through a wide identify the risk within their business environment
variety of schemes and programmes. and evaluate the adequacy and effectiveness of the
controls in place. The results of the CSA process will
be validated during GCAD audits and exceptions
Whistleblowing
reported in the audit reports and GCO’s reporting to
The policy on whistleblowing as set out in the GPA the GAC.
is available in the Sime Darby Enterprise Portal. An
overview of the whistleblowing policy is described in
the Group’s website. The policy encourages employees
to report any wrongdoing by any person in the Group
to the proper authorities so that appropriate action can
be taken immediately. Additionally, it also provides for
Sime Darby Berhad | Annual Report 2013
88
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

• Periodic examination by GCAD of business processes Review of Statement by External


and the state of internal control including controls
over quality, environmental, safety and health issues,
Auditors
and compliance with policies, procedures, applicable As required by paragraph 15.23 of the Main Market
laws, regulations and contracts. Reports on the Listing Requirements of Bursa Securities, the external
audits or reviews carried out by the GCAD function auditors have reviewed this Statement on Risk
are issued on a regular basis to the Management and Management and Internal Control. Their review was
the GAC. performed in accordance with the Recommended
Practice Guide (RPG) 5 issued by the Malaysian Institute
• GCAD conducted an independent audit of the risk
of Accountants. Based on their review, the external
management process undertaken by the Group as
auditors have reported to the Board that nothing has
well as each division. This was to provide the Board
come to their attention that causes them to believe that
and senior management independent assurance that
this Statement is inconsistent with their understanding
the process was working as intended.
of the process the Board has adopted in the review of
• GCO rolled out Regulatory Compliance reviews at the adequacy and integrity of risk management and
the Plantation and Property Divisions during the internal control of the Group. RPG 5 does not require the
financial year under review. external auditors to and they did not consider whether
The monitoring, review and reporting arrangements this Statement covers all risks and controls, or to form
in place give reasonable assurance that the structure an opinion on the effectiveness of the Group’s risk and
of controls and its operations are appropriate to the control procedures.
Group’s operations and that risks are at an acceptable
level throughout the Group’s businesses. Such Conclusion
arrangements, however, do not eliminate the possibility
For the financial year under review, based on inquiry,
of human error or deliberate circumvention of control
information and assurance provided, the Board is of
procedures by employees and others.
the view that the risk management and internal control
system within the Group is sound and adequate. There
will be continual focus on measures to protect and
enhance shareholder value and business sustainability.
This statement is made in accordance with a resolution
of the Board dated 24 September 2013.
Sime Darby Berhad | Annual Report 2013 89

INVESTOR RELATIONS
AND SHAREHOLDERS’
COMMUNICATION

The Group understands that having an Shareholders’ Return


active communication channel with the In FY2012/2013, the Board declared an interim single
investment community is part of effective tier dividend of 7 sen per ordinary share amounting to
RM420.7 million, which was paid on 10 May 2013.
stakeholder engagement efforts. This
involves providing information and The Board has recommended a final single tier dividend
of 27 sen per share in FY2012/2013. The entitlement and
analysis that will help them develop a payment for this will be decided after the shareholders’
comprehensive understanding of the approval for the payment of the final single tier dividend
Group’s strategies and developments. at the forthcoming Annual General Meeting (AGM) of
the Company.
The Group’s investment community
comprises shareholders, investors,
research analysts and other stakeholders,
Dividend Track Record
both in Malaysia and overseas. The
Investor Relations Unit provides a Sen %
40 90
platform for two-way communication
between the Group and the investment 35 80
community, with active participation 70
by the Group’s Senior Management. At 30

the same time, the Board is periodically 25


60

briefed on the interactions and feedback 50


from the investment community. 20
40
15
30
10
20

5 10

0 0
FY08/09 FY09/10 FY10/11 FY11/12 FY12/13*

Net Div/Share (sen) Pay Out Ratio (%) (RHS)

* Includes a proposed final single tier dividend of 27 sen per share.


Sime Darby Berhad | Annual Report 2013
90
INVESTOR RELATIONS AND SHAREHOLDERS’ COMMUNICATION

Engaging the Investment Share Ownership


Community As at 30 June 2013, apart from the two major
The Investor Relations Unit carried out extensive shareholders, Permodalan Nasional Berhad and
Investor Relations engagement programmes throughout Employees Provident Fund which hold 52% and 13%
FY2012/2013. For FY2012/2013, the number of equity respectively, the Group’s largest overseas
meetings held and fund managers/analysts met are as geographical shareholding base was North America
follows: with 8% of issued share capital. Shareholders from
Europe accounted for 3% while shareholders from both
No. of No. of Fund Singapore and Hong Kong accounted for 1% of issued
Meetings Managers/Analysts share capital.
Conferences/ 17 457 Since February 2009, Sime Darby’s foreign shareholding
Roadshows improved from 12.3% to a high of 21.2% in July 2012.
One-on-one meeting 102 210 Due to the sectorial downgrade on plantation companies
in view of the softening crude palm oil price, foreign
Teleconferences 16 32 shareholding declined to 17.5% in June 2013. We
Site Visits 7 11 believe that foreign interest in the Company remains
Quarterly Analyst 4 228 strong amid the inherent strength of the Group’s
Briefing diversified portfolio of business.
Total 146 938
Geographical Shareholding
Since 2010, the Investor Relations Unit has been 3%
engaging investors with interests in sustainability or 8%
environment, social and governance (ESG) issues. The
Investor Relations Unit has intensified their engagement
with the ESG investors by having non-deal roadshows
(NDR) in July 2012 and July 2013. The team met over 50
ESG fund managers in nine cities across Europe during
the NDRs to communicate the Group’s Sustainability
Framework and Strategy and to discuss ESG issues.
Feedback from the investment community has been
89% Asia
encouraging; notably, by the Norwegian Government
North America
Pension Fund Global (NGPFG) in its Annual Report 2012,
Europe
stating that it has increased its investment in Sime Darby
between 2011 and 2012.

Foreign Shareholding
Percentage (%)
25
21.20

20.99
21.04
20.26

20.45

20.22
19.64
19.67

19.51
19.30

20
18.50

18.33
17.36

17.50
17.30

17.12
16.80

16.82
16.47
16.49
15.97
15.27
14.58
14.45

14.17
14.25
14.29

15
13.71
13.81
13.59
13.05

13.13
13.14
12.96
12.29

10

0
Dec 07
Feb 08
Apr 08
Jun 08
Aug 08
Oct 08
Dec 08
Feb 09
Apr 09
Jun 09
Aug 09
Oct 09
Dec 10
Feb 10
Apr 10
Jun 10
Aug 10
Oct 10
Dec 11
Feb 11
Apr 11
Jun 11
Aug 11
Oct 11
Dec 12
Feb 12
Apr 12
Jun 12
Aug 12
Oct 12
Dec 13
Feb 13
Apr 13
Jun 13
Aug 13
Sime Darby Berhad | Annual Report 2013
91
INVESTOR RELATIONS AND SHAREHOLDERS’ COMMUNICATION

Credit Rating/Sukuk Issuance Analyst Coverage


Sime Darby continues to maintain a strong capital Sime Darby has been well-tracked by the investment
position through its disciplined approach on capital community with 27 equity research houses covering the
allocation and cash flow management. The strong credit Company.
rating accorded by both local and international rating
agencies is a testimony of the Group’s financial strength. As at 30 June 2013, Sime Darby received 11 Buy calls, 15
The credit ratings are as follows: Hold calls and 1 Sell call from research analysts covering
the Company.
Local Rating
Date 22 May 2013 FURTHER INFORMATION
Rating Malaysian Rating Corporation Berhad Extensive information such as financial results, annual
Agency(ies) (MARC) reports, announcements to Bursa Securities, corporate
presentations, and other information on the Group can
Rating MARC-1ID / AAAID be found at www.simedarby.com.
Outlook Stable
Programme RM4,500 million Islamic Medium
Term Notes Programme (IMTN) and
RM500 million Islamic Commercial
Papers (ICP) with a combined limit of
RM4,500 million (ICP/IMTN)
International Rating(s)
Date 18 January 18 January 14 January
2013 2013 2013
Rating S&P Fitch Moody’s
Agency
Rating A;*axAAA A A3
Outlook Stable Stable Stable
Programme USD1.5 billion (RM4.5 billion) Multi-
Currency Sukuk Issuance Programme
*ASEAN Rating Scale

In January 2013, the Senior Management of the


Group went on a roadshow to introduce the USD1.5
billion (RM4.5 billion) Multi-Currency Sukuk Issuance
Programme. Following the successful establishment of
the programme, Sime Darby had, on 23 January 2013,
announced the issuance of its inaugural USD400 million
(RM1.2 billion) five-year Sukuk issue at a fixed coupon
rate of 2.053%, and its USD400 million (RM1.2 billion)
ten-year Sukuk issue at a fixed coupon rate of 3.29%.
The Sukuk has been assigned an issue ratings of A/A/A3
by Standard & Poor’s, Fitch and Moody’s, respectively.
This debut USD issuance was highly successful, recording
a subscription rate of over 10 times via 376 orders from
high quality investors across Asia, the Middle East and
Europe. This landmark transaction also achieved several
firsts - the lowest ever coupon issued globally by any
corporate organisation in the USD Sukuk market; the
lowest ever USD coupon in Sukuk format by an Asian
issuer; and the lowest ever coupon by a Malaysian
borrower in the USD market, in both the five and ten
year tenures. In addition, Bank Negara Malaysia has
accorded “Emas” status for this Sukuk issuance.
92 Sime Darby Berhad | Annual Report 2013

Dato’ Abdul Ghani Othman


Chairman
Sime Darby Berhad | Annual Report 2013 93

CHAIRMAN’S
MESSAGE
Dear Shareholders,
It is my pleasure to present to you the Sime Darby
Berhad Annual Report for the financial year ended
30 June 2013.
Since taking office as Chairman on 1 July 2013,
I have spent a considerable amount of time with
management teams from across the Group to
better understand this vast organisation. Today,
Sime Darby is Malaysia’s largest diversified
multinational company, involved in five core
businesses in 23 countries and employing more than
100,000 people. The weight of the responsibility
I have been entrusted with is tremendous indeed but
with our dedicated board of directors and also the
able management team led by President and Group
Chief Executive, Tan Sri Dato’ Mohd Bakke Salleh, we
are well equipped to manage the task at hand. We are
always conscious of the fact that we are the guardians
of RM27.1 billion of shareholders’ funds; money that
belongs to approximately 30,000 shareholders from
the biggest with a 52% stake to the smallest who may
have just 100 shares.
Though we are operating in a challenging global
environment, Sime Darby has weathered the storm
and is poised to meet the current year with equanimity
and fortitude. I applaud the management team for
the performance of the Group during the financial
year under review and have confidence that they
will adopt the same positive approach in the current
financial year.
Sime Darby Berhad | Annual Report 2013
94
CHAIRMAN’S MESSAGE

Group Results
RM million 2013 2012 % +/(-)
Revenue 46,812.3 47,254.5 (1)
Profit before tax 4,462.2 5,694.5 (22)
Profit after tax 3,479.2 4,392.8 (21)
Profit/(Loss) from 352.4 (46.4) 859
Discontinued
Operations*
Profit after tax and 3,700.6 4,150.2 (11)
non-controlling
interests
* The discontinued operations include a gain of RM340.6
million arising from the joint venture agreement
with Ramsay Health Care Ltd on the establishment of
Financial Highlights Ramsay Sime Darby Health Care Sdn Bhd. Following
the completion of the arrangement on 30 June 2013,
the Group’s investment in the Health Care business will
During the financial year under review, change from a subsidiary to a jointly controlled entity.
Accordingly, the Group has ceased to present the
Sime Darby showed resilience, delivering Healthcare Division as a separate segment.
a good set of results despite operating
within a challenging environment. Summary of Divisional Profit Before Interest and Tax
Global economic growth experienced a RM million 2013 2012 % +/(-)
marked moderation and commodity prices Plantation 2,006.5 3,203.2 (37)
were generally softer during the year. Industrial 1,300.2 1,351.4 (4)

For the financial year ended 30 June 2013, Motors 711.4 702.1 1
the Group recorded a net profit (profit Property 571.5 467.2 22
after tax and non-controlling interests) of Energy & Utilities 229.9 335.4 (31)
RM3.7 billion, representing a decrease of Others 38.8 68.8 (44)
11% year-on-year. The Group’s net profit
The Plantation Division registered a RM2.0 billion profit
was 16% higher than the FY2012/2013 before interest and tax (PBIT) for the financial year
Key Performance Indicator’s (KPI) net under review, a decrease of 37% from the previous
profit target of RM3.2 billion. The corresponding financial period. This was mainly
attributable to lower average crude palm oil (CPO)
Group also reported a Return on Average prices realised for the year. Meanwhile, the Industrial
Shareholders’ Funds (ROASF) of 14% for Division posted a PBIT of RM1.3 billion, a marginal
FY2012/2013 which was 2% higher than decline of 4% compared to the last financial year, due
the KPI target of 12%. in particular to the tough economic situation in the
Australian mining industry. Despite the challenges
posed by slower economic conditions and stricter
lending regulations in key markets, the Motors Division
contributed RM711.4 million to the Group’s PBIT, a 1%
increase from the previous year. The Property Division
exceeded expectations, contributing a PBIT of RM571.5
million, following several successful township launches.
This represented a 22% increase in PBIT year-on-year as
a result of higher sales. The Energy & Utilities Division
recorded a PBIT of RM229.9 million while the other
businesses of the Group registered a PBIT of RM38.8
million.
The Group is in a strong financial position with
shareholders’ funds at RM27.1 billion, cash and bank
balances of RM4.1 billion and a modest gross gearing
ratio (debt-to-equity) of 36%. A strong balance sheet,
built on the robust allocation of capital and efficient
management of assets, allows the Group the financial
flexibility to capitalise on growth opportunities to
maximise shareholders’ value.
Sime Darby Berhad | Annual Report 2013
95
CHAIRMAN’S MESSAGE

Dividend On 4 July 2012, the Group, S P Setia Berhad (S P Setia)


The Board has proposed a final dividend of 27 sen per and Kwasa Global (Jersey) Limited, a subsidiary of
share for FY2012/2013. Combined with the earlier the Employees Provident Fund (EPF), entered into a
interim dividend of 7 sen per share, the total dividend Subscription and Shareholders’ Agreement to regulate
for the year is 34 sen per share. their participation in Battersea Project Holding
Company Limited (BPHC), a company established in
On 30 August 2013, Sime Darby proposed to undertake Jersey in the agreed proportion of 40%, 40% and 20%,
a Dividend Reinvestment Plan (DRP) that provides respectively. BPHC, via its subsidiary, Battersea Project
shareholders with the option to reinvest their dividends Land Company Limited, completed the acquisition of
in new Sime Darby shares, at a discount to market, in the Battersea Power Station site in London, United
lieu of receiving cash. The DRP gives shareholders the Kingdom on 4 September 2012 for GBP400.0 million
opportunity to enhance the value of their investment in (equivalent to RM1,972.0 million). This acquisition
Sime Darby. The new shares will enlarge Sime Darby’s was part of the Group’s strategy to grow and expand
share capital base and strengthen its capital position. its Property Division and to embark on developments
The proposed DRP is conditional upon approvals from in high growth international markets such as London,
Bursa Malaysia Securities Berhad, its shareholders which remains a global financial centre and education
via an Extraordinary General Meeting to be held on hub with favourable demand-supply dynamics.
21 November 2013 and other relevant authorities, if On 1 October 2012, Sime Darby Johor Development Sdn
required. Bhd (SDJD) acquired the entire issued and paid-up share
capital of Sime Darby Property Selatan Sdn Bhd (SDPS).
Major Corporate Activities On 6 November 2012, SDJD, Tunas Selatan Pagoh
Sdn Bhd (TSP) and SDPS entered into a Shareholders’
During the financial year under review, the Group Agreement to regulate the relationship between SDJD
undertook a number of major corporate exercises: and TSP as shareholders of SDPS, for the development
of the Pagoh Education Hub.
Issuance of Asia’s First Internationally Rated Multi-
Currency Sukuk Programme in 2013 SDPS, via four wholly owned subsidiaries, had on
7 November 2012, entered into four separate
On 22 January 2013, Sime Darby Global Berhad, a wholly Concession Agreements (CA) with Universiti Tun Hussein
owned subsidiary of Sime Darby Berhad successfully Onn Malaysia, International Islamic University Malaysia,
priced its first issuance of USD800.0 million Sukuk Universiti Teknologi Malaysia and the Government of
under its inaugural USD1.5 billion Multi-Currency Malaysia to undertake the planning, design, financing,
Sukuk Programme. The Sukuk Programme was assigned construction, landscaping, equipping, installation,
ratings of A, A and A3 from Standard & Poor’s Rating completion, testing and commissioning of facilities
Services, Fitch Ratings and Moody’s Investors Service, and infrastructures, including carrying out the asset
respectively. The ratings are a reflection of the Group’s management services for the respective universities
strong competitive position as one of the world’s largest and Pagoh Polytechnic as well as the shared facilities,
plantation players, its long track record as a successful collectively known as the Pagoh Education Hub. The
multinational involved in key businesses, large operating CAs, based on a Private Finance Initiative under the
scale and the integrated operations of the businesses as concept of ‘Build-Lease-Maintain-Transfer’, will be for
well as the Group’s robust financial profile. a 23-year period, which includes the construction period
The Sukuk Programme will provide Sime Darby with the of three years.
financial agility to meet its funding requirements as it The Pagoh Education Hub under the CAs is expected
goes forward and expands its global business portfolio. to generate a stable cash flow and is also a catalystic
It will allow Sime Darby to tap a wider pool of investors, project which will enhance the value of the Group’s
both conventional and Islamic, from Asia, the Middle properties in the surrounding areas.
East and Europe. The Sukuk Programme is based on the
Shariah Principle of Ijarah. On 29 November 2012, Sime Darby Overseas (HK)
Limited entered into equity purchase agreements for the
Acquisitions acquisition of the remaining 51% equity interest in its
jointly controlled entities, Weifang Weigang Dredging
On 3 July 2012, Sime Darby Motors Group (Australia) Project Co Ltd (WWDP) and Weifang Weigang Tugboat
Pty Limited acquired the entire issued and paid up Services Co Ltd, from Beijing Yintong Guoji Investment
share capital in Sime Darby Motors Retail Australia Pty Advisory Co Ltd for a cash consideration of RMB36.7
Limited (SDMRA). The principal activity of SDMRA is to million (equivalent to RM18.4 million) and RMB15.3
operate motor dealerships in Australia. On 6 July 2012, million (equivalent to RM7.7 million) respectively.
SDMRA completed the acquisition of the Porsche Centre Consequently, both entities and Weifang Binhai Haiwei
Parramatta, Sydney, for a cash consideration of AUD4.3 Dredging Project Co Ltd, subsidiary of WWDP, became
million (equivalent to RM14.0 million). The acquisition subsidiaries of the Group. The acquisitions will enable
was a strategic move to enable the Motors Division Sime Darby to have control of the two key port ancillary
to add to its stable of brands in the luxury market in dredging and tugboat services in the Weifang Port.
Australia.
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CHAIRMAN’S MESSAGE

On 1 March 2013, Sime Darby Motors Sdn Bhd acquired whistleblowing database used to monitor and report any
the entire issued and paid-up share capital of Timeless cases of wrongdoing highlighted either by the Group’s
Diamond Sdn Bhd (TDSB). On 28 March 2013, TDSB Head Office or Divisions. These are cases that have not
changed its name to Sime Darby Auto Britannia Sdn been raised via formal channels. In addition, the Group
Bhd (SDAB), whose principal activity is to operate the has also communicated and updated information on the
McLaren distributorship in Malaysia. The Group, through available whistleblowing mechanisms to all employees.
SDAB, was officially appointed the sole distributor of
The Governance, Risk & Compliance portal was also
McLaren supercars on 16 April 2013. The appointment
launched during the year. The portal contains links to
provides the Group with another niche segment within
the Group’s policies and procedures as well as relevant
the Malaysian luxury automobile market .
articles and information pertaining to governance,
risk and compliance. The objective of the portal is to
Disposals increase the awareness of good governance amongst
On 26 March 2013, Sime Darby Holdings Berhad (SDH) Sime Darby employees.
entered into an arrangement with AH Holdings Health
In addition, GCO actively engages in dialogue with the
Care Pty Ltd (AHHC), a wholly owned subsidiary of
Malaysian Anti-Corruption Commission (MACC), the
Ramsay Health Care Ltd, to establish a joint venture,
Malaysian Anti-Corruption Academy and Transparency
whereby SDH would divest its healthcare and education
International-Malaysia (TI-M). Sime Darby, as a
business (held under Sime Darby Healthcare Sdn Bhd),
signatory to the Corporate Integrity Pledge, had
and AHHC would also divest its Indonesian healthcare
undergone a Monitoring Audit on 12 April 2013, led by
business to Sime Darby Global Healthcare Sdn Bhd
MACC, together with a representative from TI-M.
(SDGH). Arising from the divestments, both SDH and
AHHC, as joint venture partners, will each have an equal The Group completed several key compliance-related
shareholding in SDGH. In addition, SDH would receive activities during the past 18 months. These include a
a cash consideration of RM390.0 million from AHHC. series of training sessions to equip key local trainers with
SDGH was subsequently renamed Ramsay Sime Darby the necessary skills and information required for them to
Health Care Sdn Bhd on 12 April 2013. conduct in-house COBC sessions. Other activities in the
programme include COBC awareness sessions at Country
The arrangement was completed on 30 June 2013 and
and Global Induction Programmes and reviewing the
consequent to the completion of the arrangement, the
Group Policies and Authorities annually.
Group recognised a gain of RM340.6 million.
To further increase the visibility and momentum of
The joint venture is part of the Group’s strategy to
the COBC programme, GCO developed the COBC
accelerate the growth plans of its healthcare business.
Communication and Awareness Plan that covers
activities spanning over three phases. The main objective
Corporate Governance of this plan is to put in place activities that will increase
The Group recognises the importance of corporate the internalisation of the COBC to Group employees.
governance as it underpins the management and The Group strives to share its governance and compliance
business operations of the Group to deliver sustainable standards with its various counterparts and business
value to all stakeholders. Sime Darby’s commitment partners in the course of its business dealings. Garnering
towards corporate governance is underlined by the the Corporate Governance Report (United Kingdom)
following objectives: award for Best Corporate Governance, Malaysia, in
i. Promote integrity, transparency, accountability 2013, is a testament of the Group’s commitment
and responsiveness towards maintaining the highest standards in corporate
governance.
ii. Ensure appropriate checks and balances between
the Divisions and the Group
Corporate Responsibility
iii. Cultivate ethical business conduct and behaviour
Sime Darby has been proactive in its commitment to
through the Code of Business Conduct (COBC)
Corporate Responsibility. Every year the Group takes
The core of Sime Darby’s corporate governance stock of its challenges and successes and continues to
framework is the two-tier board structure, headed by the refine and improve its commitment in key growth areas.
Main Board and supported by the Flagship Subsidiary
The Group recognises that creating shared value is
Boards (FSBs). The FSBs oversee the operations of
a continuous journey. Thus, the collaborative effort
the Divisions, subject to the direction and counsel of
and combined commitment of the senior management
the Main Board and compliance with any policy and
and employees are crucial to ensure that Corporate
delegated authority limits set by the Board.
Responsibility continues to be embedded and is second
During the financial year under review, the Group nature to the business. At Sime Darby, every Division has
undertook various measures to enhance corporate an obligation and role to play. Most importantly, every
governance. Among them were the initiatives employee is an important contributor in championing
undertaken by Group Compliance Office (GCO) and Corporate Responsibility and the sustainable business
Group Corporate Assurance to enhance the current growth of the Group.
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CHAIRMAN’S MESSAGE

Corporate Responsibility at Sime Darby is about the total Each SOU comprises a mill (or mills) supported by one
value chain. It not only focuses on business strategy that or more supplying base estates. The remaining five
is grounded by strong core values, but also operational SOUs that have not been certified have started their
efficiency, proactive governance and risk mitigation, RSPO certification process. Sime Darby Plantation
stakeholder engagement and strategic philanthropy. currently has an annual production capacity of 2.033
million tonnes of CSPO and 0.473 million tonnes of
FY2012/2013 saw the expansion of various initiatives,
certified sustainable palm kernel oil. This represents
from those related to enhancing operational excellence
approximately 83% of the Group’s annual crude palm
and sustainability value, to those focused on progressing
oil and 86% of annual palm kernel oil production.
esprit de corps through employee engagement and
volunteerism. This financial year, the Group through its With market sentiment shifting towards the provision
business operations continued its efforts to strengthen of traceable and fully segregated CSPO, Sime Darby
key projects, industry ties and knowledge exchange Plantation has also made significant progress in the
among the divisions and departments of the Group. certification of its downstream refineries. Nine of
the Division’s 11 refineries around the world are now
Externally, through Yayasan Sime Darby (Sime Darby
certified with the RSPO’s Supply Chain Certification
Foundation), the Group continued its commitment
System. A fully segregated CSPO supply line has now
towards corporate philanthropy, with key targets set
been established between Sime Darby Plantation’s
in achieving shared value through its programme focus
SOUs in Sabah, Malaysia, and the Division’s refinery in
areas of Community Development, Environmental
the Netherlands.
Conservation, Education, Sporting Excellence and the
Preservation of Arts, Culture and Heritage. The Group has also made significant progress in its
carbon management efforts. A carbon reduction
As the global Corporate Responsibility landscape shifts
strategy has been implemented which focuses primarily
from one that is competitive to one more dedicated
on a 40% reduction of Sime Darby Plantation’s 2009
to strategic collaboration, Sime Darby will continue to
baseline carbon emission intensity (tonnes Carbon
proactively leverage and build on strong partnerships.
Dioxide Equivalent/tonnes Crude Palm Oil produced) by
With over 300 initiatives completed and more than 75 2020.
on-going in various countries, the Group is poised to
A key element of the carbon reduction strategy relates
continue working hand-in-hand with its stakeholders,
to the capture of biogas, which is generated during
which include business partners, local communities and
the treatment of Palm Oil Mill Effluent (POME). Biogas
NGOs. Sime Darby not only helps facilitate discussions,
represented 57% of the Group’s, and 72% of Sime Darby
but also develops cohesive strategies and solutions in
Plantation’s total carbon emissions in calendar year
addressing various global and local concerns and needs.
2012. On 24 June 2013, Sime Darby Plantation entered
into a joint venture with Tenaga Nasional Berhad’s (TNB)
Sustainability Energy Services to develop biogas-fuelled renewable
In the financial year under review, the Group further energy plants that will produce and sell electricity to
strengthened governance around sustainability by the Malaysian national grid. This represents a significant
establishing a Sustainability Committee of the Board step in the execution of the Group’s carbon reduction
(SC). The SC assists the Board in overseeing the Group’s strategy.
principles, policies, objectives and strategies related to
sustainability. It also provides Board-level oversight on Human Resource Development
key topical sustainability issues. The SC is chaired by
During the year under review, the emphasis was on
the Senior Independent Non-Executive Director of the
introducing initiatives aimed at sustaining the Group’s
Board, Dato’ Henry Sackville Barlow.
high performance culture and growth in the long term.
Sustainability has also been further embedded in the
As part of this effort, the Corporate Executive Programme
Group’s corporate strategy. In FY2011/2012, five
(CEP), which commenced two years ago, was expanded
strategic sustainability goals were incorporated into
to Indonesia and China. In addition, the Accelerated
the Group’s Five-Year Strategic Blueprint, including the
Leadership Programme (ALP) was introduced to equip
development of Group-level action plans. In the same
high-potential talents with the skills to undertake senior
year, Divisional action plans were developed to better
positions in the future. A greater focus was also placed
cascade Group-wide initiatives and outline industry-
on succession management, where a robust process has
specific efforts towards the achievement of the strategic
been developed to identify and develop successors for
sustainability goals. During the year under review, much
critical positions within the Group.
of the Group’s reporting initiatives were focused on the
various efforts undertaken at the Plantation Division. To enhance Sime Darby’s standing as an employer of
choice, the Employment Value Proposition (EVP), which
Sime Darby Plantation continues to maintain its
provides the guiding principles to attract and retain
leadership position as the largest producer of Certified
talent in the future, was developed and rolled out.
Sustainable Palm Oil (CSPO). Fifty-five of the Division’s
The Group’s employee branding initiatives have begun
60 Strategic Operating Units (SOUs) have been certified
to show results – Sime Darby was rated the second
by the Roundtable on Sustainable Palm Oil (RSPO).
strongest brand in the CLC Malaysia Brand Assessment
Sime Darby Berhad | Annual Report 2013
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CHAIRMAN’S MESSAGE

Survey in 2012, a survey which included multinational Acknowledgement


and government-linked corporations. It is important for
On behalf of the Board, I would like to record my
the Group to continue building this strong brand in the
gratitude and appreciation to the former Chairman, Tun
employment market to attract the right talent into the
Musa Hitam, for his contributions to the Group during
organisation.
his five-year tenure as Chairman of the Board. I would
In line with the Group’s commitment to continuously also like to thank Tan Sri Samsudin Osman who was
identify and develop leadership potential and high appointed as Acting Chairman following the retirement
performance standards, the Sime Darby Leadership of Tun Musa Hitam.
Centre was launched during the year under review. The
My heartfelt thanks also goes to my distinguished
Leadership Centre was built to cater to the increasing
colleagues on the Board, as well as those on the Flagship
demands within the Group for leadership development
Subsidiary Boards, for their invaluable support and
as well as to develop and hone employees’ capabilities
contributions during this challenging year.
and skills.
Also, I would like to pay tribute to all Sime Darby
employees whose hard work and dedication contributed
Prospects to the Group’s earnings. Last but not least, I wish to
The Group expects the global economic and business thank our shareholders, customers, business partners
environment to remain volatile despite the moderate and all other stakeholders for their resolute confidence
improvement in high-income nations, namely the United in and continued support of the Group.
States, Japan and the United Kingdom. CPO prices
have continued to remain lacklustre. The Plantation
Division will continue to focus on improving operational
productivity and cost efficiency whilst increasing its
efforts to expand its planted hectarage.
While the prospects of the Australian coal mining
industry remain challenging, the positive trends from
the emerging economies and regulatory policies may Dato’ Abdul Ghani Othman
boost the confidence of the mining industry. Meanwhile, Chairman
the industrial machinery business is expected to remain
resilient, especially in Malaysia and Singapore - markets
well supported by increased infrastructure spending and
strong demand from the oil and gas sector.
The Motors Division is expected to continue operating
under tough market conditions, underpinned by weak
consumer sentiment and changes in government
legislation. The current slowdown in the Chinese
economy and intense competition in the luxury segment
may further increase margin pressures. Nonetheless, the
Division will continue to focus on strategic geographical
expansion and launching of key new models that would
serve as catalysts in driving demand.
Despite the prospects of a slower economic growth
and stricter fiscal and monetary policies, the Malaysian
property sector is expected to grow at a moderate pace.
The Property Division will remain focused on extracting
value from its current landbank through integrated
project developments and strategic partnerships. The
resilient demand for properties in strategic locations
such as Denai Alam and the newly-launched City of
Elmina is expected to continue as more projects in the
township come on stream.
The impact of the slowdown in China’s economy on the
ports operations is expected to continue as throughput
growth will likely be affected. However, the Group will
continue to increase the capacity of the Weifang Port to
capitalise on the increasing demand in the hinterland.
This, together with an increase in cargo mix bearing
higher tariff rates, will give the port a sustainable long
term competitive advantage.
Sime Darby Berhad | Annual Report 2013
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CHAIRMAN’S MESSAGE
100 Sime Darby Berhad | Annual Report 2013

PRESIDENT &
GROUP CHIEF
EXECUTIVE’S
REVIEW
Dear Shareholders,
Against the backdrop of a challenging and volatile
economic environment, I am pleased to report another
successful year for the Group. The Group exhibited
perseverance, drawing on the strengths of our diverse
portfolio of assets and balance sheet. Our vast experience
in different markets and jurisdictions has enabled us
to strategically assess and manoeuvre through the
challenges we have faced over the last several months.
Despite the volatility, especially in the commodity
markets, the Group continued to execute its Five-Year
Strategy Blueprint, making significant strides to improve
operational efficiencies.
Our diversified portfolio of businesses is the foundation
upon which we have based efforts to unlock the growth
potential in each of our divisions. We continue to
hold leadership positions in our core businesses and
nurture the relationships we have cultivated with our
stakeholders as a responsible brand that believes in
sustainable development. We have focused on promoting
a high performance culture and our people today are
amongst the best talents in the business.
Going forward, the Group is well positioned to leverage
on the global trends that continue to offer us tremendous
opportunities in both growth and mature markets.
We will take full advantage of this and are committed
to strengthening our businesses and reinforcing our
leadership position in each industry and market we
operate in.
Sime Darby Berhad | Annual Report 2013 101

Tan Sri Dato’ Mohd Bakke Salleh


President & Group Chief Executive
Sime Darby Berhad | Annual Report 2013
102
PRESIDENT & GROUP CHIEF EXECUTIVE’S REVIEW

Delivering Sustainable Financial the back of stronger performance by BMW whilst China
continued to be affected by lower consumer spending.
Results Operations in Malaysia registered higher profits driven
This year, the Group registered commendable profits by strong sales for all marques.
across the divisions while remaining focused on
achieving the targets set out in our Five-Year Strategy The Property Division recorded its best ever earnings
Blueprint. The results reflect the strength of the Group’s in recent times with a PBIT of RM571.5 million, an
diverse business portfolio as the conglomerate model increase of 22% compared to RM467.2 million in the
remains key in delivering sustainable profits. Sime Darby previous year. This was mainly due to the higher profit
has been able to withstand adverse conditions through recognition from Denai Alam, Bandar Bukit Raja, Taman
its well-positioned businesses in both high-growth and Pasir Putih and the new launches in City of Elmina. For
mature economies. FY2012/2013, the Division achieved a Gross Sales Value
(GSV) of RM2.1 billion for its property development
For the financial year under review, Sime Darby recorded projects in Malaysia.
a revenue of RM46.8 billion and a profit after tax and
non-controlling interests of RM3.7 billion. The Group PBIT for the Energy & Utilities Division declined
also reported a Return on Average Shareholders’ Funds by 32% to RM229.9 million compared to RM335.4
(ROASF) of 14%, compared to its KPI target of 12%. million in the previous year, due to the recognition of
RM99.4 million in deferred revenue from its power plant
in Malaysia in the previous year. The port operations in
Divisional Financial Results China registered a slight decline of 3%, attributable
The Plantation Division registered a profit before to a 3% drop in throughput at Weifang Port which
interest and tax (PBIT) of RM2.0 billion, a decline of experienced especially harsh weather conditions.
37% compared to RM3.2 billion in the previous financial The slowdown in China’s economy resulted in lower
year. This was primarily due to lower average crude palm demand for coal and other commodities and was one
oil (CPO) price realised of RM2,317 per tonne, against of the reasons that contributed to the decline in this
RM2,925 per tonne previously. Overall, fresh fruit bunch Division’s performance. The water operations in China
(FFB) production was higher by 4% with Indonesia also registered a lower profit of RM3.9 million compared
registering 13% higher production, though Malaysia to RM12.1 million previously due to an increase in raw
registered a drop of 1%. The average oil extraction rate water costs and lower sales volume.
(OER) was maintained at 21.8%.
For the year under review, PBIT from the Healthcare
Midstream and downstream operations recorded a PBIT Division declined by 8% mainly due to the higher
of RM108.8 million for FY2012/2013, compared to a overheads and initial operations of the newly opened
loss of RM62.3 million previously. The turnaround was Ara Damansara Medical Centre and ParkCity Medical
largely attributable to better profit margins as a result Centre.
of lower feedstock costs, higher plant utilisation, lower
Contributions from the Other Businesses
losses from the refinery in Europe, the net reversal of
segment declined to RM38.8 million compared to
impairment for property, plant and equipment totalling
RM68.8 million in the previous year. This is attributable
RM35.4 million and the share of profit from Emery
to lower contributions from the insurance brokerage
Oleochemicals, a jointly controlled entity with PTT
business, the reduction in the share of profit from Tesco
Global Chemical.
Stores (Malaysia) Sdn Bhd and the gain on disposal of an
The Industrial Division’s PBIT declined marginally by investment of RM29.7 million in the previous financial
4% to RM1.3 billion, compared to RM1.35 billion in year.
the previous year. The decline was largely due to lower
equipment sales to the mining sector in Australasia,
following the drop in coal prices. In addition, the Division
Strategic and Operational
also experienced lower deliveries to the marine and oil Achievements
& gas sectors in Malaysia and Singapore as a result of In the last financial year, two strategic projects crucial
continuing weak market conditions. The slowdown in in charting the Group’s direction moving forward were
the construction sector and delayed commencement completed.
of infrastructure projects in China also affected the
In September 2012, Sime Darby concluded the signing
Division’s results this year.
of the Sales and Purchase Agreement (SPA) of the
The Motors Division’s PBIT continued to improve with a Battersea Power Station property development
1% increase to RM711.4 million over that of the previous project, signalling the Group’s intention to tap into
year. All regions recorded higher performances except the opportunities available in the international
for Singapore which was affected by weaker market property market. Phase 1, consisting of 866 units
sentiment and changes in government legislation. The of apartments and townhouses, was launched in
operations in Hong Kong and Macau improved largely on January 2013 and witnessed a phenomenal 97%
Sime Darby Berhad | Annual Report 2013
103
PRESIDENT & GROUP CHIEF EXECUTIVE’S REVIEW

take-up rate as at 30 June 2013, with a total sales value of successful opening of the McLaren showrooms in Hong
GBP685.0 million (RM3.3 billion). The expected profits Kong and Shanghai, in 2012 and 2013 respectively.
from the successful execution of this project are in Another new McLaren showroom is expected to be
line with the strategy to generate at least 20% of the launched by end 2013 in Petaling Jaya, Malaysia. The
Property Division’s earnings from international markets Division continued to set up new showrooms for various
by FY2016/2017. marques to capitalise on the growing demand for mass
market cars in Thailand and China. The acquisition of the
On 30 June 2013, Sime Darby Berhad and the Australia-
Citroen distributorship in New Zealand and Australia,
based Ramsay Health Care Limited completed a 50:50
together with the setting up of the Porsche and Citroen
joint venture arrangement whereby the Group disposed
dealerships in Australia added another feather in the
of its 100% stake in the Healthcare business to the new
cap of the Division as it continues to grow its stable of
joint venture company known as Ramsay Sime Darby
marques in the Australasian region.
Health Care. The Group realised a gain of RM340.6
million on the completion of this disposal. The joint The Property Division chalked up impressive new
venture will enable the Group’s healthcare business township launches in Malaysia, such as Denai Alam,
to expand in Southeast Asia as a start and eventually Bandar Bukit Raja, Taman Pasir Putih and City of Elmina.
throughout Asia. This is part of the Group’s game plan A major improvement in operational efficiency by the
in accelerating the growth of its healthcare business Division was evident in the quicker time-to-market
by penetrating and capturing the rapidly growing of nine months from the previous thirteen months.
opportunities in Asia. On the international front, the site preparation for
the first phase of the Battersea Power Station Project
From the operational perspective, each Division
Development has begun and is expected to be completed
accomplished its major strategic business initiatives
in FY2016/2017.
and attained efficiency targets for FY2012/2013.
The Plantation Division made significant progress The Energy & Utilities Division witnessed the
in Liberia, where total planted hectarage as at operationalisation of Weifang Port’s 1 X 20,000 MT berth,
30 June 2013 reached 8,025 hectares of oil palm, with the remaining 2 X 20,000 MT berths expected to be
compared to only 3,350 hectares the year before. Initial completed by the end of the year. The Jining South Port
development, mainly for rubber planting, has also been is 100% complete and fully operational and the Jining
carried out on a 10,000-hectare site in Pulau Belitung, Taiping Port underwent trial operations in June 2013.
Indonesia. As part of the Group’s aim to be a leader
Last but not the least, the Healthcare Division’s third
in the production of certified sustainable palm oil,
hospital, ParkCity Medical Centre began operations
92% of the Group’s Strategic Operating Units (SOUs)
on 12 December 2012. This 300-bed state-of-the-art
across Malaysia and Indonesia were RSPO-certified as
and multi-disciplinary hospital aims to be the regional
of end-June 2013. Significant progress has also been
Centre of Excellence for women and child health as well
made in the setting-up of our first refinery in Indonesia,
as geriatric care.
which strengthens our presence across the value chain
in both Malaysia and Indonesia. The 825,000 metric
tonne (MT) per annum refinery situated in Pulau Laut, Key Strategies towards Dynamic
South Kalimantan is expected to be operational in Growth
October 2013.
When I took office three years ago as the President
The Industrial Division continues to benefit from the and Group Chief Executive of this Company, I promised
integration of the Bucyrus dealership with key deliveries shareholders that we will chart a new path for the
of Bucyrus equipment to the Group’s major clients. Group. With the support of a strong and highly capable
This has helped the Division maintain a healthy order team, we outlined a Five-Year Strategy Blueprint based
book of RM3.28 billion as at 30 June 2013, despite on four key thrusts: (i) Realise the full potential of the
reduced capital expenditure in most major mining core businesses; (ii) Strive for leadership position;
companies. The current slowdown in the Australian and (iii) Pursue strategic portfolio growth; and (iv) Institute
Chinese mining sectors has provided the Division the a performance and value-driven culture.
opportunity to undertake some necessary consolidation
of resources and to reposition itself in preparation for Key strategies are refined to adapt to the changing
the next upswing. New workshop facilities were set up business environments and yet remain aligned to the
in Toowoomba and Mackay in Australia while the Bronchi objectives of the strategy blueprint. These refinements
Centre of Excellence in China was completed to meet the are crucial to ensure that the Group is sufficiently
growing demand for equipment maintenance. flexible in the face of a changing and unpredictable
business environment. At the same time, it is vital for
The Motors Division made major progress in opening the Group to be able to seize opportunities when they
up new showrooms and used car centres, in addition present themselves. In many sectors, this agility can be
to securing new distributorships and dealerships in a game-changer, by securing growth and longer term
key growth markets. Among the highlights were the success, especially in emerging markets.
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PRESIDENT & GROUP CHIEF EXECUTIVE’S REVIEW

The key strategies for the Plantation Division consist As we continue to execute our strategies, new sources
of charting directions for both the Upstream and of capital to fund Sime Darby’s expansion plans will
Downstream segments. Focus for the Upstream segment be required. Towards this end, Sime Darby established
remains on maximising productivity and increasing its inaugural Multi-Currency Sukuk Programme with a
operational efficiency. Landbank expansion and crop programme limit of up to USD1.5 billion in January 2013.
diversification would also be a crucial strategy moving The first issuance of USD800.0 million Sukuk achieved
forth, as part of the Division’s portfolio growth. The a strong order book of more than USD8.0 billion via
Downstream segment will be looking at high margin 376 orders from high quality investors. This landmark
derivative products and potential value-added transaction also represents the lowest ever coupon rate
biochemical ventures. by any corporate globally in the USD Sukuk market,
the lowest ever USD coupon rate in Sukuk format by
As a Division which is strongly aligned to its principal, the
an Asian issuer and the lowest ever coupon rate by a
Industrial Division’s key focus is to grow in tandem with
Malaysian borrower in the USD market, in both the
Caterpillar and achieve market leadership, particularly
5-year and 10-year tenures. This new debt capacity will
in China. The expansion of Caterpillar branches and
provide adequate funding for Sime Darby’s growth plans
the selective repositioning of non-Caterpillar products
and for new acquisitions.
underpin the Division’s emphasis on operational
efficiency on the back of the slowdown in China’s Given the rapid pace of technological advancements
economy and a sluggish mining market. Integration and improvements, it is imperative for Sime Darby to
activities of the Bucyrus dealership are also underway incorporate innovation and research & development
to expedite value creation. (R&D) into its businesses. Enhancing R&D capabilities
is vital in maintaining Sime Darby’s competitive
The Motors Division will continue to pursue expansion
positioning and market leadership. Each Division
into new locations. This will include expanding existing
has incorporated innovation as part of its strategy
marques into new geographies and acquiring new
to enhance its respective business. Sime Darby also
marques for existing geographies.
leverages on its Sustainability Agenda to improve
The Property Division’s strategic direction includes profitability and market positioning, giving emphasis
the establishment of distinctive, integrated and niche to environmental, social and governance standards to
property developments and being a leader in themed establish long-term value for all its stakeholders.
township developments. Besides the strengthening
of the property investment portfolio capabilities, the
Division will also continue to embark on performance
Moving Ahead
improvements and innovation-led product development. As the Group forges ahead through a period of volatility,
fraught with challenges in the markets that we operate
The Energy & Utilities Division will focus on growing in, it becomes increasingly crucial for us to be well-
its trading and engineering services businesses while positioned to grasp opportunities where possible.
ensuring the timely execution of the Weifang Port A resilient enterprise must be able to anticipate
expansion. surprises, recover from disruptions, adapt to changing
Apart from these refinements in divisional strategies, conditions and leverage on emerging opportunities.
we have also continued efforts to streamline the As shown in the past, Sime Darby has always remained
Group’s portfolio of businesses to be a more focused true to its foundations and core values. The strength of
conglomerate. Over the last eight years, we have the Group’s well-diversified businesses has continued to
completed the divestment of non-core and non- sustain its profits and deliver reasonable returns in an
performing businesses worth RM3.2 billion. intensely competitive environment.

The foundation of any high performing company is its The growth prospects of the global economy is expected
culture and its people, hence, raising the performance to be moderate. Coupled with the challenges posed by
bar is a key component of value enhancement. Sime softening commodity prices, it is imperative that the
Darby places high importance on capability-building Management anticipates and addresses the headwinds
as talent management plays a crucial role for the Group moving forward, allowing the Group to remain on solid
to maintain its long-term competitiveness and to fully ground. Execution is the key to success. Every choice we
realise optimal returns. In order to promote a high- make is to create value over time. Every decision we take
performance culture in the organisation, the Group will shape the future of the Group. We remain mindful
enhanced its remuneration packages by introducing the of the challenges ahead yet, we will strive to deliver the
Long Term Incentive Plan (LTIP) with targets that are desired value proposition to our stakeholders through a
aligned to the Five-Year Strategy Blueprint. combination of improved operational performance and
measured approach in strategic expansion.
Sime Darby Berhad | Annual Report 2013
105
PRESIDENT & GROUP CHIEF EXECUTIVE’S REVIEW

Acknowledgement
On behalf of the Management, I am pleased to welcome
our new Chairman, Dato’ Abdul Ghani Othman to the
Board. We are privileged to have him lead our Board
of Directors. I would like to express my gratitude and
appreciation to former Chairman, Tun Musa Hitam, for
his invaluable contributions during his five years on the
Board. I would also like to thank Tan Sri Samsudin Osman
who served as Acting Chairman following the retirement
of Tun Musa Hitam.
I wish to express my deepest gratitude to the
shareholders and the Board of Directors for their
continued confidence and support for the Group. I would
also like to take this opportunity to thank all the parties
that have been instrumental in providing guidance
and insight to the Group while remaining confident
of our values, particularly the regulatory bodies and
rating agencies.
Finally, I wish to pay a special tribute to the employees
of Sime Darby who have worked hard through difficult
times, remaining steadfast and true to the values of this
great organisation. Investment in capability and people
is our utmost priority and I am proud to say that we
have developed a strong team with the kind of values
and culture that will certainly bring this the Group to
greater heights.

Tan Sri Dato’ Mohd Bakke Salleh


President & Group Chief Executive
106 Sime Darby Berhad | Annual Report 2013
Sime Darby Berhad | Annual Report 2013 107

Key Activities
Upstream
Downstream
Agribusiness and Foods
Research and Development

Key Countries of Operations


Indonesia
Liberia
Malaysia
Singapore
South Africa
Thailand
The Netherlands

PLANTATION
World’s largest
listed oil palm
plantation
company in terms
of planted area
108 Sime Darby Berhad | Annual Report 2013

PENINSULAR MALAYSIA
Planted : 233,648 ha
Landbank : 248,304 ha

SARAWAK
Planted : 39,793 ha
Landbank : 47,331 ha

SABAH
Planted : 47,165 ha
Landbank : 53,822 ha

INDONESIA
Planted : 204,505 ha
Landbank : 289,422 ha

LIBERIA
Planted : 8,025 ha
Landbank : 220,000 ha

FY2012/2013
Malaysia Indonesia Liberia Total
Oil Palm
Crop Production - FFB (in MT) 6,186,517 3,946,123 – 10,132,640
FFB Processed (in MT)
-Own 6,183,741 3,830,171 10,013,912
-Outside 448,641 857,160 – 1,305,801
Total 6,632,382 4,687,331 – 11,319,713
Hectarage (in Hectares)
-Mature 274,855 191,994 466,849
-Immature 37,940 12,511 8,025 58,476
Total planted hectares 312,795 204,505 8,025 525,325
FFB Yield per mature hectare 22.45 20.21 – 21.52
Mill production (in MT)
-Palm Oil (CPO) 1,413,057 1,053,311 – 2,466,368
-Palm Kernel (PK) 336,617 220,168 – 556,785
CPO Extraction Rate (%) 21.31 22.47 – 21.79
PK Extraction Rate (%) 5.08 4.70 – 4.92
Average selling prices (RM per tonne)
-Palm Oil (before sales tax) 2,504 2,064 – 2,317
-Palm Kernel (before sales tax) 1,248 837 – 1,087
Cost of Production (per MT of Palm Products)
-Estate Cost 912 776 – 858
-Mill Cost 216 156 – 190
Total 1,128 932 – 1,048
Rubber
Planted area (hectares) 7,811 – – 7,811
Rubber production (‘000kg) 9,957 – – 9,957
Yield per mature hectare (kg) 1,975 – – 1,975
Average selling price (RM / kg) 9.53 – – 9.53
Sime Darby Berhad | Annual Report 2013
109
OPERATIONS REVIEW | PLANTATION

AGE PROFILE

3.2% 0.8% 6.1%


12.1% 19.3%
18.4%

11.9%

13.9%

MALAYSIA INDONESIA LIBERIA

52.4% 61.9% 100.0%

Immature 19-25 years

04-08 years Above 25 years

09-18 years

FY2011/2012 FY2010/2011
Malaysia Indonesia LIberia Total Malaysia Indonesia Total

6,264,269 3,498,353 – 9,762,622 6,367,228 3,743,813 10,111,041

6,262,337 3,483,031 9,745,368 6,350,054 3,697,947 10,048,001


694,330 754,896 – 1,449,226 720,316 641,778 1,362,094
6,956,667 4,237,927 – 11,194,594 7,070,370 4,339,725 11,410,095

277,070 195,086 472,156 279,912 188,756 468,668


37,224 9,759 3,350 50,333 34,123 19,133 53,256
314,294 204,845 3,350 522,489 314,035 207,889 521,924
22.48 17.80 – 20.54 22.56 19.83 21.47

1,477,512 964,477 – 2,441,989 1,488,732 957,961 2,446,693


354,872 197,430 – 552,302 352,420 197,905 550,325
21.24 22.76 – 21.81 21.06 22.07 21.44
5.10 4.66 – 4.93 4.98 4.56 4.82

3,155 2,564 – 2,925 3,049 2,686 2,906


1,861 1,187 – 1,624 2,305 1,789 2,121

913 937 – 922 796 806 799


215 167 – 196 198 154 181
1,128 1,104 – 1,118 994 960 980

7,862 – – 7,862 8,086 – 8,086


11,049 – – 11,049 10,812 – 10,812
1,977 – – 1,977 1,711 – 1,711
12.88 – – 12.88 13.49 – 13.49
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110
OPERATIONS REVIEW | PLANTATION

FFB YIELD BREAKDOWN BY ZONE - MALAYSIA

21.45 23.46 22.16 24.58


21.35 24.65 21.77 25.85
20.46 25.94 21.55 26.89
22.90 26.36 24.37 27.03
23.32 27.66 24.00 25.54

Kedah / North Perak Perak South Pahang Selangor West

23.65 23.28 23.42


24.52 21.34 23.01
25.10 22.63 22.22
23.46 20.31 22.27
24.44 21.36 24.53

2013

2012

2011

2010

2009
Selangor Central Negeri Sembilan 1 Negeri Sembilan 2
Sime Darby Berhad | Annual Report 2013
111
OPERATIONS REVIEW | PLANTATION

FFB YIELD BREAKDOWN BY ZONE - MALAYSIA (CONTINUED)

24.11 21.41 20.53 20.67


23.28 21.09 19.91 20.64
22.93 21.83 20.10 20.37
23.63 20.69 19.94 18.22
25.10 21.02 18.38 19.60

Melaka / Johor North Johor Central Johor South Sabah North

26.33 18.91 20.46


25.70 19.86 22.55
26.19 19.22 22.85
25.88 17.84 20.03
24.66 18.85 22.50

2013

2012

2011

2010

2009
Sabah Central / South Sarawak Lavang / Sarawak Rajawali /
Pekaka Dermawan
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OPERATIONS REVIEW | PLANTATION

FFB YIELD BREAKDOWN BY ZONE - INDONESIA

24.41 13.47 21.53 23.56


21.82 12.56 16.53 21.40
23.82 15.10 20.77 22.65
22.84 12.90 18.16 22.06
20.55 12.12 17.12 21.13

Kalimantan (Central) Kalimantan (West) Kalimantan (South) Sulawesi (Central)

18.11 15.28 16.09 19.36


19.27 16.71 15.07 19.36
19.69 14.71 13.85 18.40
16.88 14.36 12.82 17.72
13.16 12.53 11.89 17.48

Sumatera (South) Sumatera (East Acheh) Sumatera (Jambi) Sumatera (Riau)

2013 2010

2012 2009

2011
Sime Darby Berhad | Annual Report 2013 113

SIME DARBY PLANTATION


BOARD MEMBERS

1 2 3

4 5

6 7 8

1. Dato’ Abdul Ghani Othman


2. Tan Sri Datuk Dr Yusof Basiran
3. Dato’ Henry Sackville Barlow
4. Tan Sri Dato’ Mohd Bakke Salleh
5. Dato’ Abd Wahab Maskan
6. Datuk Franki Anthony Dass
7. Dato’ Che Abdullah @ Rashidi Che Omar
8. Encik Rosely Kusip
Sime Darby Berhad | Annual Report 2013
114
OPERATIONS REVIEW | PLANTATION

The aerial view of Melalap Oil Mill in Sabah, one of our Malaysian operations best performing Mills in terms of Oil Extraction Rates

Overview The Division also continued to intensify its efforts in


yield improvement by accelerating new planting and
The Plantation Division recorded a profit before interest
replanting activities in Malaysia, Indonesia and Liberia,
and tax (PBIT) of RM2.0 billion for the year under review,
using high-yielding planting material. For rubber,
a decrease of 37%, compared to RM3.2 billion in the
the ongoing development of 10,000 hectares (ha) of
previous financial year. This is mainly attributable to
greenfield land in Pulau Belitung, Sumatera, Indonesia
lower commodity prices, higher global inventories of
is progressing well. Similarly, continuous improvements
edible oils, slower demand from importing countries
in milling efficiencies in Malaysia and Indonesia have
and the global economic slowdown in key regions.
sustained oil extractions rate and reduced processing
The Division’s PBIT decline was also due to the lower costs.
average crude palm oil (CPO) price realised at RM2,317
Despite the challenging market environment, the
per metric tonnes (MT) against RM2,925 per MT in
Division’s Downstream operations recorded an
the previous corresponding period. However, the
impressive business turnaround in FY2012/2013
Division saw improvements in Fresh Fruit Bunch (FFB)
against a loss making position in the previous year. The
production, FFB yield and CPO production. During the
Downstream operations have been focusing on cost
period under review, FFB production improved by 4%
management and measures to improve operational
to 10.13 million MT while average FFB yield per mature
efficiency to maintain competitiveness. Downstream
hectare increased by 5% to 21.52 MT. CPO production
Operations have aggressively intensified its efforts
had also increased by 1% to 2.47 million MT.
in new product innovation and higher value-added
It has been a challenging year for the Division. The products via our three Innovation Centres in Malaysia,
slowing down of the global economy, particularly South Africa and the Netherlands to secure niche
in Europe and China, continued to weigh down the markets and customers globally.
commodity markets in FY2012/2013. This, coupled with
In the year under review, the Plantation Division
the impact of Indonesia’s export tax structure, caused
continued its commitment towards sustainability by
a significant increase in inventory levels and pressure
maintaining its leading position as the world’s largest
on CPO prices, resulting in the decline in the Division’s
producer of certified sustainable palm oil (CSPO). The
overall selling prices of CPO and Palm Kernel Oil (PKO).
Roundtable on Sustainable Palm Oil (RSPO) certification
The Division’s Upstream operations, continued to received by two additional Strategic Operating Units
focus on sustainable operational excellence to improve (SOUs) in Indonesia this year further complemented the
yields and oil extraction rates (OER) in addition to Division’s 100%-certified Malaysian operations. This
achieving cost competitiveness. The Division continued brings the total no of SOUs certified to 52 or an annual
its emphasis on productivity and good agriculture CSPO production capacity of 2.03 million MT.
management practices including, using or developing
On a strategic note, the Division’s integrated and
superior planting materials, efficient fertiliser
diverse global presence across the palm oil value chain
application, water conservation and management,
has certainly helped it weather the many challenges in
as well as integrated pest and disease management.
the year under review.
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OPERATIONS REVIEW | PLANTATION

Plantation Upstream • Integrated Pest Management initiatives for


biological control of pests and diseases that
Oil Palm
affect yields
Malaysia • To improve the first years’ yield through
For the year under review, the Plantation Division’s total excellent replanting and new planting
planted area in Malaysia stood at 312,795 ha, of which standards using Sime Darby’s premium planting
88% were mature areas. This comprises 129 estates, 36 materials
mills and one bulking installation, spanning Peninsular • Deploying other best sustainable practices
Malaysia and East Malaysia. Replanting for the year to minimise conventional spraying and bare
accounted for about 3.5% over the total planted ground conditions
hectarage. Actual FFB production for the year under
review stood at 6.2 million MT, or 61% of the Plantation FFB Yield per hectare
Division’s total FFB production. Meanwhile, the average • The highest yielding Estate for FY2012/2013
yield per mature hectare of 22.45 MT in the year under was Tiger Estate in Sabah at 31.5 MT/ha. The
review was in line with the 22.48 MT per mature hectare other Estates with FFB yield in the 28 to 30
reported in the previous financial year. MT/ha category were Giram (27.7 MT/ha ),
Sogomona (28.0 MT/ha ), Mostyn (28.3 MT/ha),
Throughout the year under review, the Division Kempas (28.3 MT/ha), Elphil (28.5 MT/ha),
continued to focus on improving its operational Table (28.7 MT/ha), Sg. Wangi (29.2 MT/ha)
efficiency and cost competitiveness. Among the ongoing and Merotai (29.4 MT/ha). In total, more than
initiatives implemented by Upstream operations in 28 Estates achieved FFB yield of more than
FY2012/2013 were: 25 MT/ha in FY2012/2013, while another 24
i. Yield Improvements Estates achieved yields of between 23 to 25
MT/ha
The following yield improvement initiatives were
implemented in FY2012/2013: • The Sabah Central zone was the best performing
zone delivering 26.3 MT/ha in FY 2012/2013.
• Ap p l i c a t i o n o f o rg a n i c a n d i n o rg a n i c
The other zone which delivered above 24 MT/
fertilisers at specific sites on the basis of R&D
ha was Selangor West at 24.6 MT/ha
recommendations
ii. Mechanisation
• Empty bunch and Palm Oil Mill Effluent
applications in low yielding prime fields To improve productivity, maintain cost efficiency
to ameliorate the soil with organic matter. and minimise manual work, more than 135,000 ha
Construction of silt pits/conservation pits in in Peninsular Malaysia has been mechanised as at
low rainfall areas to conserve soil moisture 30 June 2013. With the mechanisation of a further
25,000 ha in East Malaysia, this programme is in
• Planting of Neprolephis and other soft
line with the Group’s target of fully mechanising
vegetation to conserve soil moisture in the
an area of 178,000 ha by 2013, representing 65%
interrows
of the total matured planting areas. As all current

Further implementation of mechanisation initiatives will continue to contribute towards the improvement of productivity at our Estates in the future
Sime Darby Berhad | Annual Report 2013
116
OPERATIONS REVIEW | PLANTATION

and future replanting are configured towards both EFB and POME to produce organic fertiliser,
the mechanisation of harvesting operations, the while avoiding the carbon emissions released in
number of areas which will be mechanised will be the anaerobic treatment of POME. Excess EFB
further increased as these replanting areas move and POME, which have been treated to reduce
into their young mature phase. its biological load, is applied directly at oil palm
fields as a source of nutriens and to supplement
In standardising work processes, most of the
fertiliser application. Direct application of EFB is
mechanised in-field collection of bunches have
especially suited for young palms while enhancing
been done using the Mechanical Buffalo (SD2)
soil conditions, water retention, and improving
and the Mini Tractor Grabber (SD3). This has been
yield in the long run.
widely adopted in the Division’s inland and coastal
estates. Cutters’ skills have also been optimised As at 30 June 2013, 22 composting plants have
and utilised specifically for cutting operations been completed and are currently in Commercial
to improve harvesters’ productivity. This skill Operation status. They produce approximately
optimisation initiative has resulted in harvester’s 600,000 MT of compost annually with an
productivity of more than 1.8 tonnes per man/day application area of almost 50,000 ha. As part of
in FY2012/2013 compared to 1.7 tonnes per man/ the initiative to reduce carbon emissions, four
day attained in FY2011/2012. composting plants registered under the Clean
Development Mechanism (CDM) of the Kyoto
iii. Harvesting Incentive Scheme (HIS)
Protocol achieved issuance of around 75,000
HIS, which was introduced in 2011, continues Certified Emission Reductions (CER).
to motivate harvesters to achieve optimal
performance. This scheme has continuously Biogas Project
resulted in improved productivity per man/day, Biogas systems capture methane through the
yield and crop quality, leading to better OER for anaerobic treatment of POME. As the methane
the SOUs. captured through these systems is carbon-neutral,
a biogas power plant would be capable of supplying
iv. OER Improvements clean energy that can then be utilised at the
An OER incentive scheme was introduced in 2010 Division’s estates, mills and other operating units.
to focus on increasing the OER at all our SOUs in By utilising biogas, the Division would be able to
our Malaysian plantations and introduce a profit- reduce the amount of biomass combusted in mill
sharing mechanism amongst SOU members. boilers, hence, allowing for the value-added use of
It also aims to cultivate teamwork between the biomass. This, in turn reduces the dependence
contributing estates and the specific mill in the on fossil fuels for electricity and steam generation.
SOU. The scheme has resulted in four Peninsular
Two mills, Hadapan and Flemington, have been
Malaysia mills achieving more than 22% OER in
identified to proceed with this power generation
FY2012/2013. Kok Foh Mill recorded an OER of
project which will convert biogas into power.
22.38% making it the highest achieving mill in
A collaboration with TNB Energy Services Sdn
Peninsular Malaysia. In Sabah, four mills achieved
Bhd to develop two biogas plants are currently
OER of more than 22% with Merotai Mill charting
being finalised. Both plants are expected to be
22.80% in the year under review. Meanwhile, in
completed in November 2014.
Sarawak, Rajawali Mill achieved OER of 22.29%.
These improvements have resulted in the overall vii. Centralised Housing Complex (CHC)
OER achievements of 21.31% for our Malaysian The plantation industry is relatively labour-
operations. intensive. As the backbone of the Plantation
v. High Density Planting operations, the Division believes that uplifting
w o rk e r s ’ q u a l i t y o f l i f e t h r o u g h b e t t e r
In the year under review, a total of 10,900 ha were
remuneration and benefits packages, and good
replanted, of which 4,245 ha were planted under
quality housing and facilities will enhance their
the high-density new planting system. Moving
performance and commitment as well as enable the
forward, this high-density planting scheme is
Division to be the Employer of Choice.
expected to provide the Division with high early
yields. In the year under review, three new CHCs were
constructed at Sg Dingin, CEP Renggam and
vi. Waste Management
Sentosa. Under the CHC programme, housing and
Composting amenities for each operating unit are centralised,
As part of its waste management initiatives, the affording plantation workers a lifestyle akin to
Division increased its efforts to convert oil mill that enjoyed in a mini-township. This has resulted
wastes comprising Palm Oil Mill Effluent (POME) in more than 3,500 locals returning to work in our
and Empty Fruit Bunches (EFB) into organic estates.
fertiliser or compost during the year under review.
At the same time, Sime Darby continues to upgrade
Mill wastes, especially EFB, have been recognised existing plantation housing and amenities in
as an important source of nutrients for oil palms and Malaysia, Indonesia and Liberia.
have the potential of being converted into value-
added products. Composting is a way of utilising
Sime Darby Berhad | Annual Report 2013
117
OPERATIONS REVIEW | PLANTATION

Service to surrounding communities - while the Fire Prevention Teams at our Estates in Indonesia ensure the safety of our plantations from fire,
their assistance is also extended to nearby areas to protect the environment from the effect of open burning

Indonesia A new operational milestone was achieved in Indonesia


The Division’s planted hectarage in Indonesia totals when total CPO production surpassed one million tonnes
204,505 ha, of which 94% or 191,994 ha are mature for the first time. Due to the higher FFB production, the
oil palm areas. This comprises 71 estates, 25 mills and total CPO produced reached 1,053,311 MT which was
five bulking installations located across Sumatera, 9% higher than the previous year. The average OER
Kalimantan and Sulawesi. achieved of 22.47% is lower than the previous year’s
22.76%. This was caused by poor extraction rates
For the period under review, the Indonesian operations recorded in Sumatera due to adverse weather conditions
achieved higher crop production at 3,946,123 MT of and repairs to certain mills.
FFB, an increase of 13% compared to FY2011/2012.
In tandem with achieving higher FFB production, Out of the 25 mills in Indonesia, five mills recorded
the average yield per mature hectare improved average OER of above 23%, namely, Ungkaya Mill
commendably in this financial year to 20.21 MT/ha, (23.52%), Pondok Labu (23.47%), Betung (23.37%),
a 13.5% increase compared to the previous year. The Bebunga (23.18%) and Alur Dumai (23.02%). Two new
improved production, especially in Kalimantan, is mills, Mandah Mill in Sumatera and Betung Mill in
attributable to the strengthening of the Best Developed Kalimantan, commenced operations in the year under
Practices programme adopted by all the estates. The review.
five best producing estates in Indonesia are Seruyan In FY2012/2013, total Palm Kernel achieved was higher
(29.45 MT/ha), Sekunyir (29.32 MT/ha), Pantai Bonati by 11.5% compared to the previous year’s 197,430
(27.05 MT/ha), Sapiri (25.59 MT/ha) and Kawan Batu MT. Meanwhile, the kernel extraction rate recorded at
(25.38 MT/ha). 4.70% is higher than the previous year’s rate of 4.66%.
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OPERATIONS REVIEW | PLANTATION

A brighter future ahead - the children of Liberia benefits from the educational opportunities brought along by Sime Darby in line with its
sustainable business development

Plantation Upstream Indonesia has made further Liberia


advancement in its replanting exercise, with more areas Sime Darby Plantation (Liberia) (SDPLI) is making good
across Kalimantan and Sumatera being progressively progress in its effort to expand its planted area. During
replanted. Total area replanted during the period under the year under review, the company’s planted area has
review is 4,958 ha. increased to 8,025 ha, a jump of 4,675 ha compared to
In collaboration with Indonesian Oil Palm Research the same period last year.
Institute (IOPRI), Upstream Indonesia started its own SDPLI has been working on strengthening its Free,
seed production plant in Pinang Sebatang Estate, Riau, Prior and Informed Consent (FPIC) process where
and Sumatera. The first batch of germinated oil palm engagements with relevant stakeholders have been
seeds was successfully produced in September 2012. intensified. This includes initiatives like Participatory
Presently, the production capacity of this facility is Mapping where SDPLI and community elders are
approximately 1.8 million seeds per year with plans involved in identifying areas considered as important
to increase it to approximately five million seeds per to the community and these areas are clearly delineated
year. This is after taking into consideration the huge to ensure they are not developed. SDPLI also hired
requirement for germinated seeds in the years to come, The Forest Trust (TFT) to work with its social team
not only for the Division’s estates, but also for sale to to ensure the effective management of social and
other players across Indonesia. environmental challenges. Another effort is The
Schemes such as the Plasma programme and Prime Sustainable Partnership Initiative, a multi-stakeholder
Co-operative Credit for Member (Kredit Koperasi Primer consultative forum launched last year to pursue
Anggota (KKPA)) in Indonesia cover a total planted area sustainability initiatives in Liberia. SDPLI, together with
of 41,415 ha, comprising 6,738 ha in Sumatera, 18,576 Project Affected Communities (PAC), Non-Government
ha in Kalimantan Selatan, 10,052 ha in Kalimantan Barat Organisations (NGOs), the Government of Liberia, as
and 6,049 ha in Sulawesi. These schemes have supported well as international development institutions such as
and provided better livelihoods for more than 25,000 the World Bank, International Finance Corporation (IFC)
families living within the areas mentioned. and the United Nations are the partners in this initiative.

PT Sajang Heulang KKPA Project, covering a total The company’s continuous pro-active efforts came to
of 16,000 hectares in the Sebamban area, South fruition when a Memorandum of Understanding (MoU)
Kalimantan, was considered by local authorities as between the citizens of Zodua and SDPLI was sealed
one of the best developed and well managed KKPA on 28 June 2013 after months of intense engagements
programs in Indonesia. This scheme currently supports with local communities, leaders, chieftains and the
approximately 8,000 families, and has been one of the Government of Liberia.
most frequently visited KKPA schemes by visitors and SDPLI remains committed to growing its business
other organisations, to learn and possibly adopt what profitably and responsibly, while transforming the
we have practiced here. Liberian economy and lifting thousands of Liberians out
of poverty.
As of 30 June 2013, SDPLI employs 3,024 employees,
including 22 expatriates stationed in Liberia, to manage
the project.
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OPERATIONS REVIEW | PLANTATION

The first conversion of 90 ha of oil palm area to rubber in


Kedah was completed during the year. The conversion of
another 600 ha will be completed by the end of the next
financial year. New rubber planting of at least 2,000 ha
in Indonesia and Liberia is also expected to commence
next year. In the pursuit towards becoming a major
global rubber player, Sime Darby Plantation targets to
increase its rubber areas by around 3,000 to 4,000 ha
annually.

Plantation Downstream
Plantation Downstream is involved in the manufacturing
and distribution of oils and fats products, oleochemicals
and palm oil-based biodiesel, as well as fast-moving
consumer goods. The Company’s downstream activities
are present in 14 countries, where CPO is refined
for edible oils and fats products, oleochemicals and
biodiesel.
The year under review was a challenging one, not only
for the Downstream Manufacturing operations in Sime
Darby Plantation but also for Malaysian refineries,
especially in the first half of the year. This was due to the
competitiveness issue between Malaysia and Indonesia
with regard to the tax structure.
To overcome the refining losses in Malaysia, refiners
With the implementation of the best-in-class agro management and unwound long-term contracts and slowed down
tapping systems, the collective effort of the Division’s rubber estates purchases, resulting in a rapid build-up of CPO inventory
produced the highest yield in the Country
to an all-time high of 2.63 million MT during the
seasonally high production months. The end result was a
Rubber 31% plunge in the 2012 CPO spot price to RM2,231/MT
Rubber yield for FY2012/2013 remained good at 1,975 as at end-2012. This led to the implementation of a new
kg/ha. Four estates in Peninsular Malaysia , namely, CPO export tax structure by the Malaysian Government
Sg Bahru, Bradwall, Sg Sabaling and Welch recorded effective 1 January 2013. As a result, Malaysian-based
impressive rubber yields of above 2,000 kg/ha. Another downstream players were afforded a more level-playing
three estates achieved yields of more than 1,900 kg/ha. field vis-à-vis their Indonesian counterparts, and
These yields are the highest recorded in the country. provided an export outlet for the build-up of their CPO
This achievement can be attributed to the best-in-class stockpile in Malaysia. Furthermore, with the present
agro-management and tapping systems implemented at low CPO price, palm biodiesel has become economically
our rubber Estates. viable again.
However, rubber operations’ overall profit declined to
RM42.2 million from RM83.8 million attained last year
due to the lower average rubber selling price and a
reduced mature area. The average rubber selling price
was RM9.5 per kg for dry rubber against last year’s
RM12.9 per kg. As a result, the profit per mature hectare
was also lower at RM8,375 compared to RM15,001 per
mature hectare last year.
The Division’s associate company in Thailand, Muang Mai
Guthrie Ltd, whose main activities are the processing and
trading of rubber, also recorded a satisfactory net profit
of RM7.2 million for the year ended 31 December 2012.
This was achieved in spite of weak physical demand due
to the Eurozone debt crisis and the slowdown of China’s
economy.
Despite weak and bearish sentiment for the near term,
the long-term demand for rubber remains positive as
the global need for natural rubber is projected to grow
at about 3% to 4% annually. Based on this outlook and
encouraged by the good results attained during the
last few years, the Division is aggressively pursuing Packaging of SAFaR, a milk fat replacer produced by Sime Darby
expansion plans for both the overseas and local markets. Jomalina
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OPERATIONS REVIEW | PLANTATION

We ensure the best selection of high quality cultures, always

However, the weak global economy still affects global Since the implementation of the CIP in FY2009/2010,
demand for vegetable oil. To minimise market exposure, Plantation Downstream has accumulated savings from
key customers purchased their stock on a short-term 277 projects, amounting to RM61.0 million.
basis.
With regard to its expansion plans, Plantation
In the period under review, Plantation Downstream Downstream completed its first refinery project in Pulau
continued its focus on achieving manufacturing Laut, South Kalimantan, Indonesia which is currently at
excellence. This was supported by the launch of various its commissioning stage. This 2,500 MT/day (825,000
key initiatives in the areas of cost, operational efficiency, MT/annum) facility will further enhance the value of
productivity as well as product quality and safety. the Plantation Division by minimising leakages in CPO
price discount, maximising product value by extending
A single basis measurement was introduced across the
the value chain, providing more options for sales and
downstream operations through the implementation of
marketing, as well as serving as a bulking station for
the Refinery Performance Index (RPI). This was done to
the South and South-West Kalimantan areas. This
enhance operations as well as performance management
will be further enhanced by the addition of two new
and monitoring. The RPI covers seven critical areas such
Kernel Crushing Plants (KCP) which are currently under
as oil loss, oil yield, overall equipment effectiveness
construction. The plants, located in Kalimantan Selatan
(OEE), variable cost, machine downtime, organisational
and Kalimantan Tengah, will have a capacity of 200 MT/
safety and health, as well as compliance.
day and 150 MT/day respectively.
One of the drivers for RPI is a programme on Continuous
Improvement Plans (CIP) through the implementation
of the Lean Six-Sigma (LSS) method. To date, 60% of
Research and Development Centre
Plantation Downstream’s executives have obtained Sime Darby Research and Development comprises
Green Belts, while 15 executives who are currently several centres of excellence, which provide the
undergoing training for Black Belts will graduate Plantation Division with a competitive edge whilst
in October 2013. This, together with the plan to enabling business sustainability and value creation.
promote cross-sharing projects and CIP/LSS awareness Through its world-class research and advisory services,
programmes for all business units in FY2013/2014, will the Centre aims to be the leading global innovator in oil
further increase the number of initiatives and projects palm research and development (R&D).
in the future.
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OPERATIONS REVIEW | PLANTATION

Plantation Research and Advisory (PRA) year. By the end of the decade, potential yields of more
During the financial year under review, PRA provided than 11 MT oil/ha can be expected from the planting
agronomic advisory and fertiliser recommendation materials selected.
services to 124 oil palm estates in Malaysia. PRA also R&D is progressing in the area of genomics and genetics
completed foliar sampling analyses on all the oil palm integrated with traditional breeding and tissue culture
and rubber estates for the year. Additionally, the to accelerate the development of elite palms with
unit provided compost and fertiliser sampling and special traits through DNA markers. Some of the traits
monitoring services to ensure the acceptable quality of being targeted include disease/drought resistance and
these products. physical parameters to improve ease of harvesting.
PRA was also actively involved in agro-technical Advanced platform technologies which include
feasibility studies to evaluate potential new areas for metabolomics, proteomics and transcriptomics are now
agricultural development globally. Training sessions being applied successfully to support and complement
were also conducted on best agro-management DNA marker research by providing a deeper biological
practices which include nursery management and culling understanding of plant traits. This is geared towards
practices, pest and disease control, fertiliser usage and maximising oil palm yield to support the competitiveness
ground cover management. This transfer of knowledge of the Plantation Division. Stemming from the research
and skills will enable estates to achieve their yield results, six patents have been filed and three papers
potentials. published in international scientific journals during the
The crop protection unit within PRA maintained its focus current financial year.
on integrated pest management (IPM) practices with
the objective of achieving pest management control Processing & Engineering (P&E)
through self-sustaining, non-chemical means. Mass Improving the performance of mills is a key focus area of
production of Metarhizium for commercial application P&E. Specific recommendations on effluent treatment
in new replants with Oryctes issues has been ongoing ponds (ETP) ensure that environmental regulations are
in Peninsular Malaysian estates. Further research will adhered to while various studies into quality issues
be undertaken for improved application methods and faced by the mills have helped identify the source of
additional pest applications. problems, a key step in developing a solution.
As of January 2013, the barn owl introduction P&E spearheads various projects related to palm
programme in Sabah continues to flourish, increasing oil mills and rubber factories with the objective of
to 71 occupied boxes compare to 13 from the previous enhancing productivity and quality by introducing
year. Screening of effective microbes for Ganoderma new technologies and improving current operations.
control, evaluation of beneficial plants, as well as Meanwhile, research focuses on innovation to improve
mapping disease outbreaks is still ongoing. Through the process efficiency while maintaining product quality.
development of effective ‘green’ pest control options,
R&D is able to prevent yield loss in a sustainable manner. In the area of waste-to-wealth, a pilot plant producing
Natural Gas-like fuel from methane for automobiles has
been constructed and is currently being commissioned
Minamas Research Centre (MRC)
at East Oil Mill, Selangor, Malaysia. The plant captures,
To support its plantation assets in Indonesia, the cleans and compresses biogas generated from the
MRC was set up with similar functions to that of the effluent treatment. The final product from the plant is
PRA in Malaysia. Agronomic advisory and fertiliser compressed biomethane which is used as a replacement
recommendation services were provided to 76 estates for fossil fuels/diesel.
in Indonesia by MRC.
Lab Services (LS) provides laboratory testing as well as
In addition to the advisory and testing services, MRC advisory and training services to the Plantation Group.
has made great strides in developing seed production LS laboratories are located in Carey Island, Tawau and
capabilities. The Planting Materials Unit (PMU) Bintulu. All the laboratories under LS are accredited
was established in October 2012 to address the with MS ISO/IEC 17025 by Standards Malaysia. In
possible shortage of planting materials due to import FY2012/2013, LS carried out a total of 372,503 analyses
restrictions. Future expansion of the facilities will valued at RM7,788,631. The type of samples analysed
increase production capacity significantly. For the year were soil, fertiliser, plant, compost, effluent, water,
under review, MRC has produced about 1.36 million palm oil, standard Malaysian rubber (SMR), latex and
seeds, the majority of which were for Minamas’ estates. pesticide.
As part of its method-development activities, the
Breeding and Biotechnology
pesticide lab has established two very important test
The Breeding and Biotechnology team are currently methods for the analysis of three-MCPD and glycidyl
developing the next generation of planting materials esters (GE). The three-MCPD and GE analyses are
with oil yields that are superior compared to the current required by key customers in Europe. The in-house
material. The first seedlings of this generation of testing capabilities saves the Group about RM1.0 million
materials are currently in the nursery and will be field- per year on analytical charges to external laboratories.
planted for testing in research trials in the next financial
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OPERATIONS REVIEW | PLANTATION

Oils & Fats/Oleochemicals/Food and Agribusiness


Innovation Centre (FABIC)
The FABIC section focuses on fundamental research,
process and product innovation for downstream
applications. Eleven key projects for Oils & Fats were
successfully undertaken during the year. The production
of palm oil-based anti-obesity oils hit another
milestone on its road towards commercialisation
with the commissioning of a five MT/day pilot plant.
A novel production process for palm oil-based high
triacylglycerol (TAG) oil was successfully developed
and will be produced on a pilot scale in the coming
FY2013/2014.
With the objective of improving the processing efficiency
of palm oil refineries, several process improvement and
development projects were undertaken. One of these
projects seeks to reduce the use of phosphoric acid
during the degumming process, which could potentially
reduce costs significantly. In addition, a continuous
fractionation concept has been introduced to increase
the productivity of the fractionation process. A plant
trial was conducted at Nuri Edible Oil (NEO) and the
fabrication of a pilot plant is currently ongoing.

Innovation Centres (ICs)


Innovation has been identified as a key growth driver
for the downstream businesses, which sold more than
two million MT of vegetable oil-based food ingredients
globally. ICs are responsible for product innovation
by generating a continuous flow of new and improved
products for customers, which include leading global
The mixing of chemicals for analysis of compounds at our R&D food companies.

The Antigonon leptopus not only appeals with its aesthetic beauty, it is also beneficial to our Estates by distracting pests away from our oil palms
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OPERATIONS REVIEW | PLANTATION

The three regional R&D ICs in Asia, Europe and Africa Today, challenges exist in terms of climate change,
provide a unique set of facilities and expertise to specifically the carbon emission intensity of operations,
support the Division’s customers. Key to the success land rights of indigenous peoples, and on workers’ rights.
of these ICs is the local approach taken which includes In this respect, we have implemented several initiatives
hiring locals who speak the language and cultivating an and improved existing practices including measuring
understanding of local cultures. The success of the ICs and reducing our carbon emissions, strengthening our
can also be attributed to their international alignment FPIC processes in Liberia and Indonesia, and building
and coordination. In addition, ICs are responsible for modern, well-equipped living spaces for our employees
process innovation which enables downstream refineries and their families.
to improve their efficiency and quality through process
The comprehensive adoption and implementation
improvements and analytical services.
of RSPO standards in estates and mills has made the
During the last financial year, more than 30 new products Division the world’s largest supplier of CSPO with 2.03
have been developed and launched globally, generating million MT and Certified Sustainable Palm Kernels
over RM35.0 million in additional gross profits. (CSPK) with 0.47 million MT. The Divisionis also adopting
Over 300 technical visits were made to customers in the Indonesian Sustainable Palm Oil (ISPO) standard and
more than 20 countries. In addition, various training will be actively participating in the development of the
sessions were conducted for both internal and external Malaysian Sustainable Palm Oil (MSPO) standard.
stakeholders where the annual four-day Oil Processing
Meanwhile, the Sustainability Management System
and Technology Course was the most important. In
(SMS) is an ongoing project that is being implemented
FY2012/2013, the second edition of the popular book
Group-wide to standardise and streamline reporting on
‘Sustainable Vegetable Oil Processing Technology’ was
carbon emissions, Environment, Safety and Health (ESH)
published. This book has gained increased recognition
incidents and assessments, as well as idea-capturing and
among the Division’s customers and is widely used as a
tracking of the Lean Six-Sigma projects. This system will
reference on palm oil refining.
allow the Division to enhance its compliance efforts
Key achievements during the FY2011/2012 include the and adhere to industry protocols on sustainability
development of new high-value ingredients for infant effectively. With full rollout targeted by the end of
formula, the introduction of a new enzyme technology 2013, the SMS is an important element of Sime Darby
to make functional hard stocks for spreads, and the Plantation’s sustainability drive.
development of several low saturated fat ingredients
for the bakery industry.

Sime Darby Seeds & Agricultural Services (SDSAS)


In FY2012/2013, SDSAS produced and supplied about
17.4 million oil palm seeds and seedlings to both
external clients and internal estates. SDSAS continues to
be one of the global leaders in oil palm planting material
production, with its Calix 600 line making up the
majority of the sales. The unit has also produced rubber
and coconut planting material. SDSAS also continued its
customer-centric tradition where its after-sales services
and advisory covering an area of 412,491 ha during the
year under review.

Sustainability
Sime Darby Plantation is a global leader in oil palm
and rubber sustainability practices. The principles and
values of sustainability are embedded throughout its
operations from Upstream production of FFBs and latex,
to Downstream refining of oils and fats products.
Attention has recently revolved around environmental
challenges, social issues and landbank expansion within
the palm oil industry, in new and existing areas. We have
been pioneers in sustainable practices since the 1980s,
proven by the recognition received with the UN Global
500 Award at the Rio Earth Summit in 1992, for our
introduction and subsequent industry-wide adoption of
the zero burning replanting technique which eliminated
the practice of open burning in plantations.
Tyto alba remains to be an icon of sustainable pest control at
the Division’s Estates
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OPERATIONS REVIEW | PLANTATION

Moving forward and as part of our Carbon Reduction The Division’s Liberian operations are progressing well
Strategy, we have set a target to reduce carbon emissions with the launch of the Sustainable Partnership Initiative,
by 25% and 40% by 2016 and 2020 respectively, based a multi-stakeholder consultative forum. In line with its
on the 2009 baseline intensity levels (carbon emission sustainability commitment, the Division is applying the
equivalent per MT of CPO). Having identified the RSPO-approved New Planting Procedures as well as
treatment of POME as the main source of emissions, we improving FPIC processes in its Liberian concession areas.
are embarking on the implementation of biogas capture
projects at our mills to eliminate methane emissions in RSPO Certification
order to achieve the reduction targets.
As at 30 June 2013, 55 mills have been certified by the
RSPO (35 in Malaysia and 20 in Indonesia). A total of four
Environment, Safety and Health (ESH) mills also achieved RSPO certification during the period
Sime Darby Plantation is committed to providing and under review.
maintaining a safe and healthy working environment
for all its employees. This commitment is extended to RSPO Supply Chain Certification System (SCCS)
its contractors and visitors to its operations. These Sime Darby Plantation’s downstream operations,
commitments and values are being continuously Morakot Industries Public Company Limited, Thailand,
embedded in our daily work culture. was certified with the RSPO SCCS in September 2012,
Among the various risk assessment methods used are while Sime Darby Hudson & Knight, South Africa
Hazard Identification Risk Assessment Risk Control achieved the RSPO SCCS in December 2012.
(HIRARC), workplace inspection (WPI) and chemical *A total of nine Business Units (BUs) have been certified.
health risk assessment (CHRA), where significant risks
are controlled to a level as low as reasonably practicable International Sustainability & Carbon Certification
(ALARP), based on the Risk Control Hierarchy. (ISCC)
The Division’s three-year strategy focuses on Enhancing An additional 11 operating units in Johor, Sabah and
Self-Regulation and Accident Prevention with the aim Sarawak (Upstream and Downstream) have been ISCC-
of achieving ‘Zero Harm to People, Planet and Profit’. certified.
This includes enhancing the safety culture through *A total 14 SOUs/BUs certified, ISCC Certification for SOU
the implementation of the Sime Darby Plantation ESH Segaliud has been discontinued due to the anticipated closure of
Management Systems as well as accident investigation the mill.
and reporting; enhancement of Standard Operating
Procedures (SOP) for key risk areas (harvesting, transport
Indonesian Sustainable Palm Oil (ISPO)
and machinery, chemicals, contractors, engineering
safety); enhancement of medical and health surveillance Two SOUs have been ISPO-certified during the year
programmes; implementation of behavioural-based under review. In addition, two more SOUs have been
safety programme (S.I.M.E); implementation of the approved by Indonesia Sustainable Palm Oil Secretariat
Contractor Safety programme; and enhancement of the (Komisi Indonesian Sustainable Palm Oil (KISPO)) and
Safety and Health rewards and recognition programme. recommended for certification. Five more SOUs have
also been audited by the certification body.
The Spot.Intervene.Modify.Execute (S.I.M.E) concept
was introduced in Downstream operations and Further details on Sustainability Strategy and
Upstream Indonesia during FY2012/2013. This concept initiatives can be found in the Sime Darby Group Annual
revolves around promoting a positive intervention Sustainability Report 2013.
culture and self-regulation through behavioural-based
safety awareness programmes to prevent accidents and Outlook & PROSPECTS
incidents.
The overall demand potential of the palm oil and rubber
S.I.M.E is expected to be rolled out at all operating units industries continues to be supported by the growing
within Sime Darby Plantation in all locations next year. world population and the role of emerging markets
in driving the global economy. The World Bank has
Roundtable on Sustainable Palm Oil (RSPO) & Other reported that the global economy will expand by 3% in
Certifications 2014 and 3.3% in 2015. China and Indonesia will lead
Asia’s growth with forecast gross domestic product
The Division continues to maintain an almost completed
(GDP) of 7.7% and 6.2% respectively for 2013 (compared
RSPO certification for all its plantation operations
to 7.8% and 6.2% respectively in 2012).
in Malaysia and Indonesia. At the same time, it
also expanded into complementary sustainability The palm oil industry stands to benefit from rising food
certifications based on business needs and customer demand as well as non-food applications due to its
demand. This includes the RSPO Supply Chain position as a high-yielding oil crop and the fact that it is
Certification System (RSPO SCCS) for mills and the cheapest vegetable oil in the international market.
downstream processors (such as refineries and biodiesel Malaysia and Indonesia will continue to be the world’s
plants), International Sustainability and Carbon leading suppliers of palm oil products and are projected
Certification (ISCC), Indonesian Sustainable Palm Oil to collectively contribute about 94 million MT or 41% of
(ISPO) and Malaysian Sustainable Palm Oil (MSPO). the world’s vegetable oil supply by 2025.
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OPERATIONS REVIEW | PLANTATION

Subject to conducive weather conditions, the Division is On the rubber industry front, global rubber demand
expected to improve its performance next year in view is expected to increase from 25.8 million MT in 2011
of the operational efforts in place to drive FFB yields to 36.7 million MT in 2020 with a Compound Annual
and OER performance at its Malaysian and Indonesian Growth Rate (CAGR) of 4.0%*. This demand growth
operations. Meanwhile, the 825,000 MT per annum is mainly driven by Asia, with countries such as China,
Pulau Laut refinery in Indonesia, which will commence India, Japan, Thailand, Indonesia and Korea contributing
operations in the second half of 2013, will leverage over 60% of the total global rubber demand forecast for
on Indonesia’s export duty structure whilst capturing 2020.
demand opportunities from the Indonesian market
Recognising the long-term potential in rubber demand,
as well as export markets such as China and India.
the Division is actively looking for sizeable and strategic
The utilisation of the Division’s biodiesel operation is
opportunities to further increase its rubber landbank as
expected to increase due to CPO price competitiveness
part of its long-term expansion strategy.
and the Malaysian Government’s planned B10
Programme initiative. In view of the prospects and challenges faced by the
plantation industry, the Division’s integrated business
The Division will continue to resolve the challenges
model is well-positioned to seize opportunities whilst
of labour shortage and rising wages across both its
mitigating potential headwinds. Building capacity
Malaysian and Indonesian operations by increasing
and capabilities throughout the value chain, either
mechanisation and effort to improve the livelihood
organically or through strategic partnerships, will
of workers to remain competitive. In order to
continue to be the main focus of the Division, in line with
minimise value leakages, particularly in Indonesia,
fulfilling its triple bottom line commitment to People,
logistics improvement initiatives are being carried
Planet and Profit.
out to support storage sufficiency as well as to ensure
delivery of its sustainable and traceable products * Source: International Rubber Study Group (IRSG)
to customers.

Oil palms will continue to spur economic growth and provide livelihood to many people in countries where Sime Darby operates, whilst we serve the
needs of consumers across the globe in the most sustainable way possible
126 Sime Darby Berhad | Annual Report 2013
Sime Darby Berhad | Annual Report 2013 127

Key Activities
Caterpillar Dealership
Allied Brands Group

Key Countries of Operations


Australia
Brunei
China
Christmas Island (Indian Ocean)
Hong Kong
Macau
Malaysia
Maldives
New Caledonia
Papua New Guinea
Singapore
Solomon Islands
Vietnam

INDUSTRIAL
One of the
leading
Caterpillar
dealers in the
world
128 Sime Darby Berhad | Annual Report 2013

SIME DARBY INDUSTRIAL


BOARD MEMBERS

1 2 3

4 5

6 7 8

1. Tan Sri Samsudin Osman


2. Dato’ Azmi Mohd Ali
3. Tan Sri Dato’ Mohd Bakke Salleh
4. Madam Tong Poh Keow
5. Mr Scott William Cameron
6. Dato’ Sri Abdul Hamidy Abdul Hafiz
7. Dato’ Ahmad Pardas Senin
8. Mr James Chapman Sheed
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129
OPERATIONS REVIEW | INDUSTRIAL

Cat 740B Articulated Truck offers proven reliability and durability, and ease of operation to allow the operator to focus on production

Overview further strengthened its position in the market.


Selective repositioning of non-Caterpillar businesses
The Industrial Division performed well despite
was also undertaken with the transfer of two portfolios
challenging external market forces, which stemmed
to the Energy & Utilities Division.
from a slowdown in China and a contraction in the mining
industry. In FY2012/2013, the Division registered a PBIT Lower commodity prices and external pressures affecting
of RM1.3 billion, a decline of 4% compared to RM1.35 market prices impacted the Division’s performance.
billion during the same period last year. This was predominantly seen by the slowdown of the
mining sector in Australia and the implementation of
The largest contribution came from the Australian and
economic control measures by the Chinese Government.
Pacific Islands operations, accounting for 65% and 73%
The construction sectors in Malaysia and Singapore
of the Division’s revenue and PBIT respectively.
remained buoyant on the back of infrastructure projects
In 2011, the Division established a five-year strategy and Oil & Gas contracts.
roadmap with the vision of becoming a high performing
During the year under review, the Division continued
distributor for Caterpillar and allied solutions, whilst
to devote its resources to streamlining processes and
delivering sustainable value to shareholders.
improving operational efficiencies and productivity.
To achieve this vision, three core goals were established With the implementation of the three-year Business
- one, to be a world-class Caterpillar dealer in the Asia- Transformation Programme (BTP) which commenced
Pacific region; two, to be the leading mining equipment in 2011, investment in technology is underway to
and solutions supplier in Australia and China; and three, deliver leaner processes and seamless standardisation
to sustain a return on invested capital (ROIC) that is of the industry’s best practices across the Division’s
greater than 20%. operations.
During the financial year, the Division invested in the Financial market factors such as fluctuating currency,
growth of its rental, used and new machine portfolios, interest/exchange rates, and increased credit and
paving the way for future business related to parts, liquidity continue to be key risk factors for the Division.
maintenance and value-added services. This is in view These risks are managed with strict compliance to
of the product support portfolio continuing to be a policies and procedures defined by the Sime Darby
high-growth business while the new machines portfolio Group and relevant authorities.
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OPERATIONS REVIEW | INDUSTRIAL

Malaysia Australia
The heavy equipment market for Malaysia showed The mining industry boom in the past few years has been
positive momentum despite the challenging market challenged by lower global commodity prices, a strong
environment, primarily driven by infrastructure projects Australian dollar, lower productivity, coupled with the
as well as steady ore and aggregate prices. Iron ore introduction of additional government regulations and
mining contracts continue to contribute positively. taxes. Against this backdrop, the Australian operations
focused on extracting more value for the business
Favourable policies such as the reduction of truck duties by streamlining its processes and undertaking cost
have given rise to opportunities for more efficient and efficiency measures.
productive equipment requirements by the mining
and aggregate industries. Furthermore, sustained In the year under review, the Australian operations
commodity prices in iron ore and quarrying have brought underwent a business restructuring exercise to serve
about an increased demand for mining equipment. The its customers better, to focus on developing leadership
Malaysian operations benefited from these policies, competencies, and to improve profit and loss and
taking a leadership position for the supply of rigid and balance sheet efficiency through the ’Lean – 6 Sigma’
articulated mining trucks. method. Specifically, operations at branches were re-
focused on service delivery with the clear objective
Tractors Petroleum Services demonstrated positive of achieving a step-change improvement in product
growth in the Oil & Gas sector through an acquisition support, productivity and safety.
that expanded its scope in the value chain. The business
The Australian operations welcomed 350 Bucyrus
unit also renewed its cooperation with General Electric-
employees to the team as part of the acquisition exercise
Pipeline Integrity Inspection (GE-PII) and made further
of the Bucyrus distribution network which began in
strides in the provision of equipment solutions. In the
December 2011. This exercise included acquiring the
year under review, the unit embarked on a transformation
distribution component of the former Bucyrus business
initiative to revamp its business by offering more value- which is based in Mackay. Since then, significant
added services and expanding its portfolio of non- strides have been made to develop the parts and
Caterpillar solutions to a larger regional market. services business, further strengthening efficiency and
During the year under review, Terberg Tractors Malaysia productivity.
clinched the most significant portfolio of contracts in This new business is operated as a separate division
its operating history with PSA Singapore. The contracts called Expanded Mining Products (EMP). In the coming
will see Terberg Tractors Malaysia manufacturing and years, the EMP business will be progressively integrated
supplying 299 units of Terberg terminal tractors to PSA into the Hastings Deering operations. The addition of
Singapore. The first 49 units of these tractors were these leading product lines is expected to substantially
delivered in April 2013 with the remaining units to be increase Caterpillar’s range of offerings and place both
delivered by April 2014. Caterpillar and Hastings Deering in an unrivalled position
as the ‘one-stop supplier’ for the mining industry’s
requirements.
In the year under review, Hastings Deering also revised
and significantly reduced its capital expenditure (CAPEX)
requirements with deferment and scale-downs at its
branch facilities including the initial development plans
of new branches in Willawong, Mackay, Rockhampton,
as well as various upgrading projects for the Queensland
branch facilities.

China
The contraction in the construction equipment sector
continues to be a reflection of the measures taken by
the Chinese government to curb inflation and withhold
investments on certain infrastructure projects. The
lacklustre market sentiment in China did not dampen the
growth in market share for the Division.
The operations in China will forge ahead with plans to
establish a Centre of Excellence in each of the seven
provinces. During FY2012/2013, RM28.0 milliion has
been invested for the construction of the Centres of
Excellence in Fujian and Hunan.
In the year under review, the operations in China
intensified its efforts to reduce inventory build-up
caused by the contraction in business opportunities. The
operations bore results with the increase in efficiency and
Hastings Deering Service Team providing high level support
expansion of its existing customer base whilst continuing
across remote sites
its commitment to invest and grow the business in China.
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131
OPERATIONS REVIEW | INDUSTRIAL

The Cat 972H Wheel Loader is known for its ability to work in the most demanding applications. It is designed to deliver unmatched operator comfort,
revolutionary electronics and hydraulic for low-effort operations

Singapore New Caledonia remains one of the world’s largest


producers of nickel ore. Several large nickel mining
Through its Caterpillar dealership, Tractors Singapore
projects that were under development last year
Ltd continued to maintain its position as the leading
presented opportunities to supply heavy equipment to
supplier of heavy equipment and engines in Singapore.
the sector. During the year under review, construction
In the year under review, the Singapore operations of the new Noumea head office and workshop facilities
continued to benefit from the growing Oil & Gas commenced as planned. This new state-of-the-art
industry due to steady petroleum prices. The marine facility is expected to be completed by mid-2014.
sector helped sustain the demand for Caterpillar and
non-Caterpillar marques. The Singapore operations
also continued to attract stable demand from the
Sustainability
construction sector, largely due to major infrastructure China
projects such as the extension of the Mass Rapid Transit Energy Conservation
(MRT) line. Hong Kong - Administration & Service Department
Tractors Machinery International Pte Ltd (TMI), a fully- This project aims to replace existing light bulbs with
owned subsidiary of the Sime Darby Group via Tractors more energy-efficient ones, creating cost-savings in
Singapore Ltd, was appointed by IO to be its exclusive electricity consumption and lower carbon emissions.
distribution partner in Singapore, Malaysia and Brunei. Through this project, 13,480 kWh of electricity
IO is the leading provider of data centre 2.0 technologies consumption and an equivalent of 11.52 tonnes per
for the world’s largest enterprises, governments and annum of carbon dioxide are expected to be reduced.
service providers.
In the year under review, 860 of old T8 light bulbs were
As an IO global distribution partner, TMI is now poised replaced with T5 energy saving bulbs while 33 high
to generate incremental revenue by leveraging on IO’s pressure mercury lamps were replaced with industrial
next–generation technology platform and global brand high-bay lamps. Further steps will be taken to replace
equity. residual light bulbs with energy-saving bulbs.

Papua New Guinea, Solomon Scheduled Oil Skimmer


Islands & New Caledonia Guangdong - Service Department (Foshan Shunde, CEL
Papua New Guinea’s operations remained strong on Machinery Company Limited)
the back of mining and pipeline construction projects. Guangdong operations embarked on an initiative to
Product support for these sectors contributed the mechanically skim scheduled oil waste from the surface
largest portion of the business in the Pacific Islands of wastewater tanks. Entering into its second year
dealership. Hastings Deering PNG delivered more than of implementation, this initiative is carried out twice
50% of a RM1.2 billion mining fleet refresh at the Ok yearly to avoid water pollution and soil contamination.
Tedi copper and gold mine in the central highlands This initiative has significantly increased safety levels
of Papua New Guinea. The logging sector in Papua compared to manual clean-ups of the scheduled oil waste.
New Guinea also remains active and the Division will
continue to pursue opportunities to supply new and
used machinery to this industry.
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OPERATIONS REVIEW | INDUSTRIAL

Mining machinery designed and manufactured to be reliable and economical in all environments

Australia, Papua New Guinea, Solomon Islands Malaysia


Indigenous Programme – Bridge the Gap Pink eXcavator for Cancer Research (PIXCR)
The Hastings Deering operations embarked on an The Malaysian operations embarked on a campaign
initiative to provide employment opportunities in the to raise funds for cancer awareness. Painted pink, the
mining and construction industries for indigenous Caterpillar 320D Hydraulic Excavator is available for
people. As part of this initiative, housing, food, rental to raise RM100,000 within 12 operational months
transportation and an indigenous live-in mentor were for the Cancer Research Initiatives Foundation (CARIF).
provided for candidates in Brisbane.
In the year under review, the PIXCR unit was rented out
Some of the major challenges faced in delivering the for a highway-widening project along the Seremban-
programme included recruiting and selecting the right Nilai highway in Negri Sembilan. To date, the PIXCR
candidates, obtaining the support infrastructure such as campaign has successfully raised more than RM40,000
accommodation and transportation which are required since the start of the campaign in March 2013.
to maintain continuous attendance as well as ‘buy-in’
from key stakeholders to provide placements once the
programme was completed.
Outlook and Prospects
The global market for infrastructure development drives
the growth of heavy construction machinery in the areas
Health and Well-being Programme
of infrastructure application. The heavy construction
Hastings Deering – Toowoomba Branch equipment market is estimated to witness an average
This programme sought to improve the health and well- compounded annual growth rate (CAGR) of 8.5% for
being of employees through an awareness campaign infrastructure development. The BRIC countries (Brazil,
which provided non-intrusive avenues to obtain Russia, India and China) and emerging economies of
additional information and services. In this programme, Asia-Pacific such as South Korea are leading the growth
employees were given the opportunity to utilise the for this market.
information provided as well as participate in corporate Heavy equipment solutions providers such as Caterpillar
challenges to improve their overall health and well- are among the major players in the global heavy
being. construction equipment market. Through its heavy
To date, results from the programme have been equipment principal brands, the Division will see
encouraging given the increased employee awareness increased opportunities through new product launches,
on health and well-being and positive readings in the agreements and collaborations, joint ventures, mergers
health data. and acquisitions, investments as well as expansions in
diversified geographic areas.
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OPERATIONS REVIEW | INDUSTRIAL

In Malaysia, increased infrastructure spending will


boost demand for construction equipment through
Government-initiated projects. In recent years, the
Government approved the construction of the Light
Rail Transit (LRT) and Mass Rapid Transit (MRT) and is
studying the High-Speed Rail (HSR) project with the aim
of transforming the country into a world-class economic
and tourism hub. Under the Greater Kuala Lumpur/Klang
Valley National Key Economic Area, the Government
announced plans to invest RM36.0 billion in the MRT
project, which is scheduled to be completed by end-
2020.
As a response to these projects, the concrete equipment
category is expected to experience the strongest growth
in the Malaysian construction equipment sector from
2010-2015, at a CAGR of almost 18%. Similarly, strong
growth is also expected for material handling, earth-
moving and road construction equipment as well as
for construction vehicles. In view of this, the Division
foresees growth opportunities in the areas of iron ore
mining and infrastructure development.
Technology will play a pivotal role in adapting to trends
and market forces. The field of heavy equipment
technology is advancing rapidly with computers
playing an important role in global positioning satellite
technology and in identifying new heavy equipment
worldwide. With the BTP implemented across its
operations, the Division is expected to see an increased
level of efficiency in the coming years, especially in the
The growing demand in the Asia-Pacific market prompted
areas of IT and inventory management. The Division will
most companies to invest in these markets through new
also continue to invest its resources towards developing
product launches, investments and expansions, which
efficiency and productivity.
are the key strategies to penetrate existing markets and
expand into new and emerging ones.
In Australia and the Pacific Islands, mining companies
have largely responded to the downturn by cutting
jobs, scaling back exploratory plans and lowering costs.
Across the value chain, mining and equipment providers
such as Hastings Deering have developed strategies to
undertake a more sustainable response to the economy
or risk deepening and prolonging the impact of the
downturn. In the longer term, the mining industry needs
to undertake measures that will lower costs and increase
capital efficiencies to boost productivity and margins.
Demand for future commodities appears to be healthy,
largely driven by China’s large share of global metals
demand. Nevertheless, the Division’s operations in
China are expected to maintain moderate growth due to
contraction in the infrastructure sector.
With approximately 40% of China’s coal reserves
found in Xinjiang, the Division is expected to invest
significantly in the coal mining sector over the next
few years. The Government’s policy to open up the
mining sector in Xinjiang and the completion of the
infrastructure investment will positively influence the
Division’s opportunities for business growth.
The Division’s Singapore operations is expected to
maintain its momentum on the back of steady petroleum
and petrochemical prices in the Southeast Asian Oil &
Gas industry with the marine sector expected to bring
sustained demand for Caterpillar and non-Caterpillar Powered to drill in hard-rock applications the Cat MD6540 Rotary
marine solutions. Blasthole Drill efficiently operates in extreme conditions
134 Sime Darby Berhad | Annual Report 2013
Sime Darby Berhad | Annual Report 2013 135

Key Activities
Import
Assembly
Distribution
Retail

Key Countries of Operations


Australia
China
Hong Kong
Macau
Malaysia
New Zealand
Singapore
Thailand

MOTORS
A Leading
Automotive
Player in the Asia
Pacific Region
136 Sime Darby Berhad | Annual Report 2013

SIME DARBY MOTORS BOARD


MEMBERS

1 2 3

4 5

6 7 8

1. Tan Sri Dato’ Dr Wan Zahid Mohd Noordin


9
2. Tan Sri Dato’ Sri Dr Wan Abdul Aziz Wan Abdullah
3. Datuk Zaiton Mohd Hassan
4. Tan Sri Dato’ Mohd Bakke Salleh
5. Madam Tong Poh Keow
6. Dato’ Lawrence Lee Cheow Hock
7. Datuk R. Karunakaran
8. Dato’ Sri Abdul Hamidy Abdul Hafiz
9. Datuk Syed Abu Bakar Syed Mohsin Almohdzar
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OPERATIONS REVIEW | MOTORS

Porsche 911 Carrera 4

OVERVIEW MALAYSIA
The Motors Division delivered commendable results The Malaysia operations built on the outstanding
for the year under review despite the challenging success of the previous year by registering yet another
operating environment. Profit before interest and tax record performance. Profit growth was supported
(PBIT) increased to RM711.4 million in FY2012/2013 by impressive sales performances from BMW, Ford,
from RM702.1 million in the previous year. Excellent Hyundai, Land Rover and Porsche, where record annual
performances recorded in Malaysia, Hong Kong, sales were registered.
Macau, Thailand and New Zealand compensated for the
Auto Bavaria, BMW Malaysia’s largest dealer group,
competitive market conditions in China, Australia and
came in first (Auto Bavaria Kuala Lumpur) and third place
Singapore.
(Auto Bavaria Johor Bahru) for BMW Malaysia’s Platinum
The ability of the management team in responding Dealer Trophy Award. Sime Darby Auto Connexion, the
to the challenges and opportunities in the respective Ford Distributor for Malaysia, received Ford’s 2012
markets has been instrumental in the Division achieving Record Sales Year Award while Hyundai Sime Darby
this result for the financial year. Motors garnered the Excellent Sales Award and Dealer
Enhancement Programme Award for Hyundai Motor
Company’s Asia Pacific Markets.
During the year under review, the Inokom assembly
facility also implemented its ambitious expansion plans
with the introduction of the BMW X3, MINI Countryman
and Hyundai Elantra to its range of products assembled.
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OPERATIONS REVIEW | MOTORS

SINGAPORE HONG KONG AND MACAU


Performance Motors achieved overall market leadership Both the Hong Kong (HK) and Macau operations saw
for BMW for a second consecutive year in 2012, making good growth in new car sales volume and overall
this an extraordinary achievement in the world of profitability. Again, for the third year running, both
BMW. Performance Premium Selection, its pre-owned HK and Macau achieved the Number One luxury brand
division supported this volume growth while Vantage position in 2012 for BMW sales in the respective
Automotive recorded impressive and consecutive year- markets.
on-year volume and market share improvements for the The Environmentally Friendly Vehicle policy, which
Ford and Peugeot brands. offers additional tax rebates for new cars, was further
To curtail rising ownership certificate premiums, tightened by the HK government in April 2013. This
regulators introduced a car loan quantum and loan policy made it more difficult for most European cars to
tenure restrictions in February 2013, sending the market qualify for the rebates, resulting in a slowdown in the
into a tailspin. Despite this and a difficult five months to overall market. Nonetheless, sales momentum has been
June 2013, the Singapore operations managed to post a recovering gradually as the impact dissipates.
set of respectable results. The Rolls-Royce and McLaren operations performed
well within the Super Luxury segment, with both
CHINA brands securing the position of the Top Selling Dealer
in the Asia Pacific region. New model launches of the
The Chinese economy has experienced a slowdown since Rolls-Royce Wraith and McLaren P1 will be the highlights
mid-2012. This has prevailed in the financial year with a of the year, with deliveries to start in the third quarter
much lower gross domestic product (GDP) growth rate of 2013.
than previous years. To ensure that growth remained
stable and maintained within a reasonable range, the
Chinese Government focused on structural economic AUSTRALIA AND NEW ZEALAND
reforms instead of short-term measures. The Australian distribution and retail operations
With tougher market conditions, the overall automotive experienced a very challenging year. Against the
market, including the luxury segment, experienced backdrop of a sharper-than-expected economic
slowdown, competing manufacturers offered large
a decline in margins due to heavy discounting. The
discounts to achieve sales targets. This was fueled by
Division’s dealerships were not spared by this setback,
a significant downturn in the mining sector, which also
which resulted in a decline in profit for the year despite
impacted the Corefleet rental business that is reliant on
good volume growth.
the mining industry for its fleet utilisation.
With margins for new cars under pressure, the Division
On the other hand, the New Zealand operations
will steer its focus towards optimising after-sales
delivered their best results in five years with PBIT
operations and growing the premium pre-owned cars
increasing across the retail, distribution and commercial
business to further enhance revenue and profit.
vehicles businesses. Cost efficiencies, secured through
reorganisation and investment in technology upgrades
across business units also contributed to its growth.

McLaren MP4-12C Spider


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OPERATIONS REVIEW | MOTORS

Hyundai Santa Fe

THAILAND
The Thailand operations benefited from a consumer
sentiment rebound after the major floods in late 2011
and the accelerated interest in car purchases following
the Government’s introduction of the first car buyer
scheme. As a result, the Thailand operations saw a
record profit for the financial year.
On the back of significant dealer network expansion and
enhancement, record sales were achieved for both the
BMW and Mazda brands, whilst the Division’s regional
strategic relationship with Ford was further cemented Ford Focus
with the opening of Ford dealerships for the first time
in Thailand.
Efforts from the Thailand Mazda operations were
rewarded with the receipt of Mazda’s Master Dealer
Award as well as Top Customer Satisfaction Index (CSI)
Award for both the Sales and After-sales categories
for Bangkok.

SUSTAINABILITY
In the financial year under review, the Division remained
steadfast in its commitment towards sustainability.
The Division is actively introducing cleaner technology
vehicles with low emissions and high fuel efficiency to
markets that supports such products. The first hybrid
truck from Hino, which exceeds Euro 5 emissions
regulations, is currently being distributed in New
Zealand. The operations also introduced the Mitsubishi
i-MiEV electric vehicle in Hong Kong and Macau; the
Porsche Cayenne and Panamera Hybrid models in
Range Rover
Malaysia; as well as BMW’s Active Hybrid products in
Singapore, Malaysia and Hong Kong.
To stay relevant and competitive in the global arena, the OUTLOOK & PROSPECTS
Division has introduced Business Process Improvement The Division is committed to deliver a sustainable profit
(BPI) throughout all business units to enhance year-on-year and dedicated in the execution of its Five-
operational efficiency. Amongst others, the Customer Year Strategy Plan. Expansion of the existing business
Feedback Management process was rolled out in August base and territorial reach as well as continuing organic
2012 and completed for all countries. BPI is an on-going growth initiatives will be key factors that will enable the
project where improvements will be identified and Division to grow in today’s challenging environment and
revisited on a yearly basis. deliver the expectations of the Group’s stakeholders.
140 Sime Darby Berhad | Annual Report 2013
Sime Darby Berhad | Annual Report 2013 141

Key Activities
Property Development
Property Investment

Key Countries of Operations


Australia
Malaysia
Singapore
United Kingdom
Vietnam

PROPERTY
Malaysia’s
Largest
Community
Developer
142 Sime Darby Berhad | Annual Report 2013

SIME DARBY PROPERTY


BOARD MEMBERS

1 2 3

4 5

6 7

1. Tan Sri Dato’ Sri Hamad Kama Piah Che Othman


2. Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Bugo
3. Tan Sri Dato’ Mohd Bakke Salleh
4. Dato’ Abd Wahab Maskan
5. Ir Dr Muhamad Fuad Abdullah
6. Tengku Datuk Seri Ahmad Shah Al-Haj ibni Almarhum
Sultan Salahuddin Abdul Aziz Shah Al-Haj
7. Dato’ Johan Ariffin
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OPERATIONS REVIEW | PROPERTY

Envisioned as the central commercial hub of Oasis Damansara, Oasis Square integrates business, living, retail and entertainment within one
lush urban oasis

OVERVIEW corresponding period. The higher PBIT is attributable to


improved momentum as a result of proactive measures
Sime Darby Property is an integrated property group
undertaken by the management. These measures include
with two core businesses, namely Property Development
the speeding up of gross contribution from locked-in
and Property Investment. In addition to Malaysia, it also
sales and accelerating the progress completion of units
has operations in Australia, Singapore, United Kingdom
sold. It was also achieved through innovative marketing
(UK) and Vietnam.
programmes as well as new sales of industrial plots in
The largest among property developers in Malaysia, Taman Pasir Putih, City of Elmina and Bandar Bukit Raja.
Sime Darby Property’s total gross development value
During the year, the Property Investment section
(GDV) currently stands at RM70.0 billion, with a vast
expanded its Gross Floor Area (GFA) of retail and office
landbank of 19,000 acres. From these landbank, six main
space to 3.0 million sq ft with an average gross asset
development ‘corridors’ have been identified:
yield of 9%. Average occupancy rate for the assets has
1. Selangor Vision City covering development areas remained at a healthy 83%. In addition, the Division
from Bukit Jelutong to Rawang in Selangor will continue to build up its portfolio of retail assets for
2. Subang Jaya Corridor which includes development recurring income. The total GFA will be further boosted
areas in Subang Jaya, UEP Subang Jaya, USJ Heights, by the redevelopment of the Sime Darby Centre in
Putra Heights and Ara Damansara in Selangor Singapore, and the developments of Melawati Mall and
3. Central Corridor in Selangor including pockets of Subang Jaya City Centre Mall.
development in Kuala Lumpur On the international front, particularly in London,
4. Sime Darby Vision Valley South covering development the property market has generally been active and
areas in the northern part of Negeri Sembilan sustainable, driven by household consumption and the
5. Southern Region Corridor in Johor service sector as well as sustained interest from overseas
buyers. During the year under review, Phase 1 of the 39-
6. Northern Corridor in Penang and Kedah
acre Battersea Power Station (BPS) in London, known
Despite the challenging property market, the revenue as Circus West, was successfully sold, generating total
for the year ended 30 June 2013 was at a record high of sales value of GBP685.0 million (RM3.34 billion). To
RM2.36 billion which is 12% higher than the previous date, approximately 4,000 people have registered their
year. The favourable result was mainly due to sales interest for future BPS phases.
recognition in Denai Alam, Bandar Bukit Raja, Bukit
Under the Sime Darby Affordable Housing Programme,
Jelutong, Taman Pasir Putih and City of Elmina.
a total of 506 units of affordable housing have been
Profit before interest and tax (PBIT) of RM571.5 launched to date in Bandar Ainsdale, Negeri Sembilan
million was also the highest operational profit (185 units) and Bandar Bukit Raja, Selangor (321 units).
since FY2007/2008, 22% higher than the previous A total of 21,120 units are planned to be built by 2018.
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OPERATIONS REVIEW | PROPERTY

PROPERTY DEVELOPMENT
Township Development
Sime Darby Property has continued to leverage on
its strength and track record of developing themed-
townships and commercial centres to spearhead
innovative initiatives that include integrated and niche
developments, transit-oriented developments (TOD),
business centres and retail malls.
To date, the Division has more than 15 active townships
in its stable. These include Ara Damansara, Subang Jaya,,
USJ Heights, Putra Heights, Bukit Jelutong, Bandar Bukit
Raja, Denai Alam, Saujana Impian, Taman Melawati, City
of Elmina, Bandar Ampar Tenang, Nilai Impian, Bandar
Ainsdale, Taman Pasir Putih and Bandar Universiti Pagoh.
In FY2012/2013, Sime Darby Property launched a total
of 2,433 units of residential, commercial and industrial
properties involving 42 phases across nine townships. It
successfully sold 1,718 units during the year, recording
an average take-up rate of 70.6%. Residential and
commercial properties in the townships of Denai The first two phases of the double-storey link houses Nobat at BBR
Alam, Bandar Bukit Raja and City of Elmina performed recorded a take-up rate of 99%
exceptionally well during the period.
In Putra Heights, Sime Darby Property’s Phase 6
Integrated Development development will also incorporate the TOD concept.
When it comes to integrated developments, Sime The 25-acre development will see residential and
Darby Property either spearheads its own projects or commercial properties as well as community facilities
participates in strategic joint venture partnerships with being integrated around a town square, the focal point
reputable companies to further increase the value of the of the overall development. As a TOD, the development
development. The Division’s integrated developments will leverage on its proximity to a bus interchange
consist of a mix of commercial and residential properties. facility and the convergence of the extended Kelana Jaya
These developments, which include serviced apartments and Bukit Jalil LRT lines due to be completed by 2015.
with retail facilities, Small Office Home Office Phase 6 is scheduled to be launched at the end of 2014
(SOHO), hotels, office spaces and retail malls, provide with a GDV of RM1.85 billion.
comprehensive lifestyle offerings which capitalise on
the Transit-Oriented Development (TOD) concept. Joint Venture Integrated Development
TOD refers to commercial buildings and residential Melawati Mall (formerly known as Melawati Lifestyle
properties that are integrated into transportation hubs Centre) is a joint venture development between Sime
or nodes to provide seamless mobility and ease of travel Darby Property and CapitaMalls Asia, Asia’s leading
for communities in and around the area. shopping mall developer, owner and manager. Targeting
the middle and upper-middle income household
Integrated Development featuring Transit-Oriented segments, Melawati Mall aims to provide comprehensive
Development (TOD) offerings that will include renowned international and
Sime Darby Proper ty’s first major integrated local fashion brands, food and beverage (F&B) and
development featuring the TOD concept is Subang Jaya entertainment outlets, an established supermarket
City Centre-East (SJCC-E). The development is expected operator, departmental store and cinema. Expected
to offer diverse commercial properties that include a to be opened in 2016, this lifestyle shopping mall will
retail mall, serviced apartments, SOHO and corporate be integrated into the Melawati town centre, serving a
offices. It will also feature a Park ‘n’ Ride facility for catchment population of 800,000 people living within a
the LRT and KTM stations that will be built as part of a 10-minute drive.
major transportation hub within the mature township of
Radia at Bukit Jelutong is an integrated development
Subang Jaya. SJCC-E, which is expected to be launched
comprising serviced apartments, offices and retail
in early 2014 with an estimated GDV of RM1.6 billion,
outlets developed by Sime Darby Sunrise Development
will further catalyse value appreciation in the township.
Sdn Bhd, a 50:50 joint venture company between
In addition to SJCC-E, Sime Darby Property plans to Sime Darby Berhad and UEM Sunrise Berhad. The
develop 361 units of serviced apartments in Subang Jaya. development, located within Sime Darby Property’s
Forming part of the SJCC Plan, it will be connected to upscale enclave in Shah Alam with a catchment
the future transportation hub planned for the township. population of 40,000 in the township itself, is expected
This project is expected to be launched in 2014 with an to become a catalyst for commercial activities and socio-
estimated GDV of RM230.0 million. economic growth. Radia was launched in the fourth
quarter of 2013.
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OPERATIONS REVIEW | PROPERTY

Oasis Damansara is spearheaded by Sime Darby Brunsfield KLGCC Resort Real Estate (KLGCC RRE) is envisioned
Holding Sdn Bhd, a joint venture company between Sime to be an internationally-acclaimed lifestyle hub. The
Darby Property and the Brunsfield Group. This 86-acre development will feature innovative architecture
integrated development is envisioned to be a sustainable that will take into account sustainable environmental
business and leisure hub that will eventually become the requirements. With a multiple award-winning golf
Central Business District of Petaling Jaya Utara (PJU). course at its heart, KLGCC RRE is set to become one
With a catchment population of approximately 80,000, of the sustainable urban developments within Greater
Oasis Damansara will feature world-class office buildings Kuala Lumpur.
and purpose-made retail developments incorporating
For the golf enthusiast, East Residences is Sime Darby
the latest security designs technology that could help
Property’s first residential development within the
prevent crime, ‘Place-making’ and sustainable elements.
landscaped grounds of the Kuala Lumpur Golf and
The entire development is expected to be completed by
Country Club.
2022.
The strategically located Lot 245, Jalan U Thant, a 1.16-
Niche Developments acre freehold area that faces the historic Royal Selangor
Golf Club and the Kuala Lumpur City Centre, will be
Sime Darby Property’s niche developments consist of
developed into a benchmark luxury condominium in
high-end luxury residential properties that are built to
tandem with its prestigious address.
cater to a discerning market segment with distinctive
needs.
Industrial and Business Parks
One of these developments is The Véo in Melawati Kuala
Taman Pasir Putih is a 675-acre development located
Lumpur. A freehold two-tower luxury condominium,
between the Pasir Gudang Industrial Area and Tanjung
The Véo integrates common smart office facilities
Langsat Industrial Complex in Johor. Leveraging on the
into community gardens. The development comprises
booming Iskandar Malaysia development, this project
350 units, with a built-up area ranging from 753 to
will be rebranded as ’Sime Darby Business Park, Iskandar
3,638 sq ft.
Malaysia’. Featuring clean and green technologies,
Another niche development is The Glades, a high-end the development offers freehold industrial lots for
residential and commercial property development which light industrial businesses involved in packaging,
sits on a 58-acre freehold site within its own precinct in procurement and logistics as well as freehold commercial
Putra Heights, Selangor. This gated and guarded low- lots for corporate offices and operational headquarters.
density development features a design that embraces
the principles of sustainability, complete with lush Themed Township
vegetation and a series of ponds called the ‘Green Basin’
City of Elmina is a 5,000-acre development located
at its heart.
along the Guthrie Corridor Expressway, west of Kuala
Kenny Hills Residences is another niche development Lumpur. When fully completed, the development will be
set amidst lush greenery in Bukit Tunku, the most the first to offer a comprehensive township dedicated to
exclusive enclave in the Kuala Lumpur City Centre. The the pursuit of a healthy and balanced lifestyle.
development comprises 63 luxury condo villas that span
across 4.75 acres.

The 5,000-acre development City of Elmina is a regional grouping of townships located along the Guthrie Corridor Expressway (GCE) which is
expected to contribute positively to Sime Darby Propety for the next 10 to 15 years
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OPERATIONS REVIEW | PROPERTY

City of Elmina has been conceptualised to embrace eight The development’s inaugural sales launch was held on 10
aspects of wellness - social, environmental, intellectual, January 2013 in London, followed by the global launch
family, occupational, physical, emotional and spiritual in Kuala Lumpur, Singapore and Hong Kong. Surpassing
– developed in line with the internationally recognised expectations, sales contracts for the initial phase have
Mercer’s Quality of Living Survey. At the end of been exchanged with purchasers for 841 units at a total
FY2012/2013, the first series of homes offered for sale value of GBP685.0 million (RM3.34 billion).
in the east of City of Elmina was fully sold with all 255
Subsequently, on 4 July 2013, Prime Minister of
units of double-storey link houses valued at a total of
Malaysia, Dato’ Sri Mohd Najib Tun Razak, together with
RM188.2 million taken up.
his UK counterpart David Cameron, and the Mayor of
The GDV for the development is estimated to be London, Boris Johnson, witnessed the ground-breaking
approximately RM17.0 billion which is expected to of the Battersea Power Station project at the site.
contribute positively to Sime Darby Property for the
next 10 to 15 years. In addition, the City of Elmina Sime Darby Affordable Homes
will also play a significant role in Selangor Vision City,
In line with its vision to become a leading developer of
a strategic plan that aims to see the entire Guthrie
sustainable communities, Sime Darby Property remains
Corridor becoming an economic growth catalyst within
committed to helping the Malaysian Government
Greater Kuala Lumpur and the Klang Valley.
address the demand for affordable housing, especially
Positioning itself as a Commercial Destination Township, in the country’s urban centres.
Nilai Impian 2 will be a mixed development comprising
The Division spearheads the Quality Affordable Sime
retail parks, health and education institutions,
Darby Homes (QASEH) programme that will see a total
commercial offices and shopping malls. Construction
of 21,120 units of affordable homes being built by the
for the development is expected to commence in
end of 2018. QASEH will include various types of landed
FY2013/2014.
and strata properties priced between RM100,000 and
Bukit Chemara in Seremban is an exclusive garden living RM600,000. These homes will be developed in Sime
development, with strong emphasis on privacy and Darby Property’s townships located throughout the
security set within lush greenery and hilly landscapes. Klang Valley and the Greater Kuala Lumpur conurbation
Phase 1 of the development, comprising 114 units area. However, the programme does not include low,
of double-storey link houses with a built-up area of low-medium or medium cost homes that are statutory
2,550 sq ft, is expected to be launched in end 2013. The requirements for the developers.
homes will be priced from RM600,000. Another 53 units
In the first half of 2013, Sime Darby Property launched
of these double-storey link houses along with 44 units
321 units of double-storey terrace homes in Bandar Bukit
of semi-detached homes are expected to be launched
Raja, Klang. The built-up area of these three-bedroom
in the first half of 2014. Prices for the semi-detached
and three-bathroom homes is between 1,310 and 1,380
homes will start from RM900,000.
sq ft. The homes will feature elements that promote
Bandar Universiti Pagoh (BUP) is a 4,100-acre development healthy and sustainable lifestyles with amenities that
based on a ‘university township’ concept. BUP will be include green areas with natural vegetation, reflexology
a self-contained, fully-integrated development that paths, basketball and futsal courts as well as a children’s
will comprise, amongst others, a 500-acre education playground.
hub known as the Pagoh Education Hub (PEH). The
The QASEH programme has been launched at Bandar
institutions that will be based in PEH are Universiti Tun
Ainsdale, a 562-acre freehold township strategically
Hussein Onn Malaysia, International Islamic University
located between Kuala Lumpur and Seremban, and close
Malaysia, Universiti Teknologi Malaysia and Pagoh
to Nilai town and Kuala Lumpur International Airport
Polytechnic.
(KLIA). A total of 352 units of affordable homes were
launched during the financial year, generating good
Property Development – Overseas support from home buyers.
The new Battersea Power Station project in London
Quality and affordable homes are also being developed
continues to strengthen Sime Darby Property’s brand
for employees. This includes 400 units of affordably
recognition and reputation as a leader in quality and
priced single-storey terrace houses, launched in the
innovation in the international marketplace. This will
first quarter of 2013, which will be built and offered for
help the brand further expand its presence overseas.
sale to Sime Darby Plantation’s estate and mill workers
With its consortium partners S P Setia and the at Carey Island.
Employees Provident Fund, Sime Darby Property will be
part of the redevelopment of the iconic 39-acre site. The
masterplan of the entire project envisions a sustainable
mixed development with the Power Station at its heart.
The 39-acre landmark will offer over 3,400 homes; over
1.7 million sq ft of office space; 552,716 sq ft of shops;
161,190 sq ft of F&B space; two hotels; 508,821 sq ft of
community, cultural and leisure space; and it is expected
to generate a significant number of new jobs.
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OPERATIONS REVIEW | PROPERTY

‘Suci’ homes, launched in Bandar Ainsdale, Negeri Sembilan, were well received by home buyers

PROPERTY INVESTMENT Also consistent with the Roadmap, Sime Darby Property
sold several low-yielding assets during the financial year
Sime Darby Property owns and manages assets in
under review, successfully monetising assets worth a
Malaysia, Singapore and the UK. It also manages prime
total of RM36.3 million. These assets include non-
assets owned by the Group locally and abroad. At the
strategic landbank and selected residential properties.
end of FY2012/2013, the Property Investment portfolio
has a total GFA of 3.0 million sq ft. In the competitive office space leasing business, Sime
Darby Property recorded an average occupancy rate of
As part of its strategy to enhance returns on its
66% in FY2012/2013, a drop compared to the previous
investments, the Property Investment Roadmap was
year’s rate of 79%. This reduction was due to vacancies
established with the aim of improving its existing
at Wisma Guthrie, a building that has been slated for
portfolio via acquisitions, organic development and
redevelopment. Nevertheless, the company’s average
asset enhancement. The Roadmap also calls for the
occupancy rate is expected to improve in FY2013/2014
rebalancing of its portfolio to unlock the value of some
as a result of aggressive lease marketing strategies.
of its existing assets as well as to recycle capital.
Sime Darby Property owns as well as manages Singapore
hospitality and leisure assets that include hotels, service In Singapore, Sime Darby Property owns and manages
apartments, golf courses and a convention centre. The three commercial assets, namely, the Sime Darby Centre,
company’s hospitality and leisure assets are located in Sime Darby Business Centre and Sime Darby Enterprise
Malaysia, Singapore, Australia and Vietnam. Centre. These assets have a GFA of 595,922 sq ft. It also
manages three commercial assets including Sime Darby
Despite operating in a challenging environment, Sime
Performance Centre, Vantage Automotive Centre and
Darby Property’s Hospitality and Leisure operations
Regent Centre that have a total GFA of 542,500 sq ft.
achieved a turnover of RM165.0 million during the
financial year under review. This performance was In FY2012/2013, the assets achieved an average
the result of innovative marketing and effective cost occupancy rate of 92%. This was slightly lower than the
management strategies. 95% recorded a year ago, as a result of plans to redevelop
the Sime Darby Centre into a suburban shopping mall.
Property Investment
United Kingdom
Malaysia Despite the economic uncertainties in Europe and
In Malaysia, Sime Darby Property owns and manages UK, Sime Darby Property in London and Edinburgh
Sime Darby Property Corporate Tower and Sime Darby recorded an average occupancy rate of 100% and 80%
Brunsfield Corporate Tower at Oasis Square, Wisma respectively during the financial year under review.
Sime Darby, Wisma Guthrie, Sime Darby Pavilion, As a whole, these assets achieved an average yield rate
Subang Avenue Retail Mall, the Universiti Tunku Abdul of 6% in FY2012/2013.
Rahman (UTAR) building, and Kompleks Sime Darby. In
total, it manages a net lettable area of 1,773,627 sq ft.
In tandem with the Property Investment Roadmap,
Sime Darby Property is currently implementing an asset
enhancement initiative to transform the Subang Avenue
Retail Mall into a more vibrant mall.
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OPERATIONS REVIEW | PROPERTY

Hospitality Vietnam
Malaysia Darby Park Vung Tau is located in the south-east of Ho
Chi Minh City, an area known as the country’s oil and
In FY2012/2013, Hotel Equatorial Melaka and PNB
gas hub. In FY2012/2013, the occupancy rate of Darby
Darby Park Executive Suites recorded an average
Park Vung Tau was recorded at an encouraging 84%. This
occupancy rate of 64% and 52% respectively. Both
is expected to strengthen even further in the future in
hotels have completed their refurbishment and room
view of the continued growth of the oil and gas industry
upgrading exercises during the year under review. These
in Vietnam.
enhancements are expected to increase occupancy rates
and average room rates in the future. Australia
The 133-room Genting View Resort in Pahang and the During the financial year under review, Darby Park
82-room Harvard Suasana Hotel in Kedah have become Serviced Residences in Subiaco and Darby Park
favourite getaway destinations. Both these properties Serviced Residences, Margaret River in Perth registered
will continue to focus on the family-vacation market occupancy rates of 76% and 51%, respectively.
while tapping opportunities from the exhibition and
convention sector. Leisure
Singapore Kuala Lumpur Golf and Country Club (KLGCC)
Darby Park Executive Suites (DPES) recorded an KLGCC continues to be recognised as one of the
occupancy rate of more than 75% during the year most prestigious golf clubs in the South East Asia. In
under review. The demand for DPES’ luxury service FY2012/2013, KLGCC hosted a number of world-class
suites are expected to increase further due to the tournaments including the Sime Darby LPGA Tournament
property’s strategic location, strong brand recognition and Maybank Malaysia Open.
and competitive room rates. DPES will focus on
attracting more business travellers as well as tourists Sime Darby Convention Centre (SDCC)
who are looking for superior service and comfortable SDCC has established itself as one of Kuala Lumpur’s
accommodation in the heart of the ‘Lion City’. sought-after venues for events. Its popularity stems
from its strategic location in Bukit Kiara. With a grand
ballroom, function rooms and an auditorium, SDCC is
able to cater to a broad range of events from conventions
to weddings.

Impian Golf and Country Club (IGCC)


Located in Kajang Selangor, IGCC offers an 18-hole
championship course covering a total of 142 acres. Its
facilities include a clubhouse, tennis courts, swimming
pool, gymnasium, golfer’s terrace, pro shop and practice
green.

Harvard Golf and Country Club (HGCC)


HGCC, w h ich w a s e sta b lish e d by th e Bri ti sh
administration and rubber planters in 1927, is one of the
oldest golf clubs in Malaysia. Located in Kedah, HGCC is
a 27-hole course.

INDUSTRY ENHANCEMENT INITIATIVES


“Place-making”, Urban Design and Sime Darby
Property’s Design Guidelines
At the heart of all design and development initiatives
is “Place-making”, Sime Darby Property’s urban design
goal. “Place-making” takes into account the many
different aspects of planning, design and management
of a given area. Focusing more on the customer, “Place-
making” seeks to understand an area’s assets, residents’
inspirations and aspirations, with the view to creating
townships that enhance health, happiness and well-
being.

The award-winning KLGCC has played host to a number of world Unlike the traditional approach to township planning
class tournaments including the Maybank Malaysia Open and the which focuses on efficient land use, the urban design
Sime Darby LPGA Tournament approach looks at creating innovative and sustainable
townships.
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OPERATIONS REVIEW | PROPERTY

Sime Darby Property’s customised Urban Design and Outlook and Prospects
Built Form Guidelines were developed based on global
The economic outlook both globally and regionally, as
best practices. These Guidelines will enable the Division
well as the Malaysian property market in the near-term
to set the industry benchmark in terms of quality and
continues to be challenging.
innovation. It will also help ensure that its brand values
and attributes are effectively communicated to its However, the prospects for Sime Darby Property’s
audience via its products. development in growth areas, especially in the Klang
Valley and Greater Kuala Lumpur, remain attractive
Sustainability Highlights in view of the wide range of products that it offers.
Consolidation of the property market will likely affect
Sime Darby Property has established a Sustainability
the overall take-up of future launches. While high-end
Blueprint to achieve its vision of becoming the leader
properties may be affected by the implementation of
in building sustainable communities. The Blueprint sets
tighter lending guidelines, demand in selected prime
out 14 key sustainability goals that cover the economy,
areas, and for landed and affordable housing within
environmental protection, organisational culture, safety
the Division’s developments is expected to remain
and health, product design and development as well as
reasonably active.
operational eco-efficiency.
Sales of residential properties below RM1.0 million
One of the key goals in the Blueprint is for Sime Darby
remain strong at sought-after locations and townships
Property to improve its score in its Sustainability Index
such as City of Elmina, Denai Alam and Bandar Bukit
(SUSDEX). The Index measures the sustainability
Raja. The residential properties with prices ranging
performance of the company’s townships and
from RM350,000 to RM1.5 million will contribute about
business units based on the Global Reporting Initiative
72% in terms of total units and 82% of total GSV to next
Framework, an internationally-recognised sustainability
year’s launches.
reporting structure.
Demand for quality retail properties in the Klang Valley
For FY2012/2013, Property Development achieved an
continues to be strong for the next 2 years. Occupancy
overall SUSDEX score of 64.2%, higher than its base
rates for offices are forecast to hover around 80% with
target of 60%. In the same period, Property Investment
a growing trend for companies to move into suburban
achieved a SUSDEX score of 62.3%, which was above its
areas and integrated developments such as hotels and
base target of 55%. Sime Darby Property aims to improve
shopping malls.
its SUSDEX ratings by 5% each year. This will put it on
course towards achieving an overall 95% sustainability This is anticipated to benefit Sime Darby Property’s
rating by 2020. future TODs such as SJ 7 and SJCC in Subang Jaya as
well as its current high-yielding assets under property
Sime Darby Property’s sustainability initiatives in investment. Occupancy rate for Malaysian assets is
FY2012/2013 expected to improve from 80% to 90% resulting in higher
contributions in future years, while redevelopment
Initiatives Indicators
projects for Singapore assets will lead to a higher net
Together in Two TREE programmes were lettable area and rental income.
Restoring organised at Bukit Jelutong
the Earth’s and Bandar Bukit Raja The property market in the UK, especially in London,
Environment where a total of 310 rare, has been fairly active and sustainable. This was driven
(TREE) Programme threatened and endangered primarily by the country’s economic recovery, buoyant
rainforest trees were local demand and strong interest from overseas buyers
planted. for residential properties. Meanwhile, the Malaysian
economy is expected to resume its growth, driven by
Green Heart Participants will undertake
moderate strength in domestic demand. Gradual fiscal
- Young year long planned activities
consolidation is on the cards as policy makers seek to
Sustainability on sustainability such as
contain budget deficit and maintain both public and
Ambassadors outdoor camping with nature
household debt within a sustainable threshold.
Programme and managing “Green Heart”
Recycling Centres for Sime
Darby Property township
residents.
Total carbon emission
for 2012 was recorded at
47,102.07 tCO2-e compared
Carbon Footprint to 52,567.69 tCO2-e in 2011.
Project
Sime Darby Property aims
to reduce its green house
emissions by 40% by 2020.

Details on the initiatives above and Sime Darby


Property’s sustainability efforts can be found in the Sime
Darby Group Annual Sustainability Report 2012/2013.
150 Sime Darby Berhad | Annual Report 2013
Sime Darby Berhad | Annual Report 2013 151

Key Activities
Power
Engineering Services
Ports & Logistics
Water Management

Key Countries of Operations


China
Malaysia
Singapore
Thailand

ENERGY &
UTILITIES
Third most
efficient port
(Weifang Port)
in Shandong
province, China
152 Sime Darby Berhad | Annual Report 2013

SIME DARBY ENERGY & UTILITIES


BOARD MEMBERS
(NON-CHINA)
1 2 3

4 5

6
1. Dato Sri Lim Haw Kuang
2. Tan Sri Dato’ Mohd Bakke Salleh
3. Madam Tong Poh Keow
4. Dato’ Ir Jauhari Hamidi
5. Dato’ Ahmad Pardas Senin
6. Tan Sri Rastam Mohd Isa
Sime Darby Berhad | Annual Report 2013
153
OPERATIONS REVIEW | ENERGY & UTILITIES

Port Dickson Power Berhad’s (PDP) power generating facility at Port Dickson has a combined gross capacity of 440MW of electricity

Overview Engineering Services


The Energy & Utilities Division continued to generate Mecomb Malaysia Sdn Bhd (MMSB) ended its financial
sustained earnings in the financial year under review, year with a series of accomplishments, notably the
despite operating in a tough global economic and success in securing several marque projects by the
business environment. The management team remained Project Division.This has further exemplified the merits
focused on growing all business units, namely, power of the Division’s business enhancement initiatives,
generation and engineering service to fulfil the strategic underpinned by its proprietary Boutique Contracting
business initiatives set out in the Five-Year Strategy Model.
Blueprint. The succession of keynote projects awarded to MMSB
The Division aims to sustain operational excellence in in the final quarter of the financial year under review
the power generation unit and become the preferred which included the Mass Rapid Transit (MRT) Project’s
provider of integrated engineering solutions in fire protection package, Kuala Terengganu Specialist
Malaysia, Thailand and Singapore. As part of its efforts Hospital’s Low Voltage (LV) services and Foresta Sri
to pursue strategic portfolio growth, a comprehensive Damansara’s Air Condition and Mechanical Ventilation
risk management framework was conducted to align its (ACMV) package, resonate with MMSB’s intrinsic
operating units and explore synergies in the areas of competencies and commercial competitiveness as well
trading, utilities and engineering services as the company’s growing precedence with key industry
players.
In FY2012/2013, the Division recorded a PBIT of
RM170.0 million, a decrease of 23% in comparison with Mecomb Singapore continued to strengthen its
the same period last year. relationship with major customers such as KeppelFels
and Jurong Shipyard during the year under review.
The recovery in the marine industry in Singapore saw
continuing operations the company securing strong orders for the next two
Power to three years. In addition, the company’s pump skid
The Power Business Unit’s financial results for the year solutions were also successful in clinching significant
under review saw a reduction compared to FY2011/2012, petrochemical projects from key customers in Jurong
due to the one-off recognition for deferred revenue Island.
from the Port Dickson power plant. However, the During the year, Mecomb Singapore also secured the
Unit’s financial results were above the target set for pneumatic tube system project at Singapore General
FY2012/2013. Operational performance remained Hospital and Singapore’s National Heart Centre. The
steady with high electricity consumption from Tenaga pneumatic tube system, which transports documents,
Nasional Berhad in Malaysia, the Electricity Generating blood samples and important items in the hospitals,
Authority of Thailand and industrial customers in plays a crucial role in improving hospital management
Thailand. and productivity.
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154
OPERATIONS REVIEW | ENERGY & UTILITIES

Mecomb Thailand continues to pursue its core • O S H r i s k m a n a g e m e n t r e v i e w o n H a z a r d


competencies, especially in the expansion of its channel Identification, Risk Assessment and Risk Control
network for electrical components. This has allowed (HIRARC)
the company to reap considerable and sustainable sales • Activities focusing on leading indicators such as
growth in both the OEM and panel-builder markets. toolbox meeting, near-miss reporting, and safety
The company also leveraged on its core competency walkabouts
in software applications to enhance its proprietary • Implementing lagging indicators as one of the safety
Intelligent Car Parking system in order to fulfil market targets or Key Performance Indicators (KPI)
needs. This resulted in the company securing numerous
projects such as Siam Retail, Ngamwongwan Shopping Outlook and Prospects
Mall and Promenade.
For the past two years, the growth strategy of the
Division has been to focus on building up capabilities
Discontinued Operations by redefining its core business as well as leveraging on
Oil & Gas existing talent and opportunities available within the
Division.
Sime Darby Engineering Sdn Bhd (SDE)
Continuous urbanisation and industrialisation in
The novation of the Kebabangan Project (KBB Project)
Malaysia, Singapore and Thailand, where E&U Non-
to MMHE as of 1 April 2012 marks the E&U Non-
China has a firm presence, will drive demand for
China Division’s exit from the oil & gas sector. During
engineering products and services as well as electricity.
FY2012/2013, the Division realigned its focus on areas
where it could achieve a better leadership position.
Malaysia
Nonetheless, SDE continues to perform and fulfil its
In Malaysia, both the Industrial Production Index (IPI)
existing contractual obligations namely, the two Oil and
and electricity generation growth have moderated to
Natural Gas Corporation (ONGC) projects. The B193-
the 2007 levels, and is expected to remain in line with the
5WHP project has been successfully handed over to
country’s moderate GDP outlook. Thus, the country’s
ONGC while the B193 – Process Platform is scheduled
electricity consumption is expected to remain stable.
to be handed over to ONGC in December 2013.
E&U Non-China is among the beneficiaries of high
Bakun Hydroelectric Dam growth in the property and infrastructure sectors.
The Bakun project achieved Substantial Completion The Division’s growth is in tandem with the positive
status with the issuance of the Taking Over Certificate drive in the property sector which is mainly driven by
as well as the Certification for the Whole Works by the developments in Iskandar Malaysia. The MRT project is
client. Remaining activities are limited to managing the also expected to enhance revenue for the Division.
rectification list, documentation and overseeing the end
of the defects liability period. Thailand
In Thailand, GDP growth for 2013 and 2014 is expected
Sustainability to moderate, as a weak external environment creates
Environment headwinds on the export front. Nevertheless, the
implementation of the post-flood public capital
Climate Change Management – Carbon Inventory and expenditure (CAPEX) plans will support the economy.
Monitoring
Electricity generation peaked in mid-2010 and decreased
As a continuation from the previous year, the Group’s
to moderate levels in mid-2011 before plunging as a
Carbon Inventory and Monitoring programme, Divisional
result of the floods.It has since recovered in 2012 and will
Sustainability and Quality Management (DSQM)
continue to see a normalised rate of growth in the near
completed the measurement and calculations of all
future due to the recovery in automobile production.
Operating Units’ (OUs) carbon emission for 2012.
Overall, positive growth is expected in the Thailand
Based on this, the Power Business Unit emitted 0.51 tons
economy, supported by public and private consumption
of carbon dioxide (CO2) for every megawatt of electricity
which will drive the demand for engineering products.
generated. At the same time, Mecomb Group emitted
2.32 tonnes of CO2 for every RM1.0 million in revenue.
Singapore
Health and Safety The prospect of the Singapore operations is expected
to be positive in view of the strong orders from Brazil
The Division recorded zero fatality and zero Lost Time
for rigs as well as from the petrochemicals sector. This
Incidents (LTI) in FY2012/2013. This achievement
provides an opportunity for E&U Non-China to expand
was due to the continuous awareness programmes on
its scope, services and provision of spare parts for its
Occupational Safety and Health (OSH) implemented by
engineering products.
the Division. Some of these programmes include:
Sime Darby Berhad | Annual Report 2013 155

SIME DARBY ENERGY & UTILITIES


BOARD MEMBERS
(CHINA)
1 2 3

4 5

6 7 8

1. Dato Sri Lim Haw Kuang


2. Dato’ Azmi Mohd Ali
3. Datuk Zaiton Mohd Hassan
4. Tan Sri Dato’ Mohd Bakke Salleh
5. Madam Tong Poh Keow
6. Mr Timothy Lee Chi Tim
7. Encik Mohamad Abdul Halim Ahmad
8. Datuk Elias Kadir
Sime Darby Berhad | Annual Report 2013
156
OPERATIONS REVIEW | ENERGY & UTILITIES

In December 2012, Weifang Port launched its container operations making it the sole operator of container lines within Shandong’s Yellow River Delta

Overview by 9.2% to 28.6 million tonnes, compared to 26.2


million tonnes in FY2011/2012. This was primarily
The operations of Energy & Utilities China, which is
due to the resilient throughput demand and the full
based in the Shandong province, encompass the Ports
operationalisation of Jining Sime Darby Longgong
& Logistics and Water Management business units.
Port Co Ltd (South Port) despite challenging market
In the financial year under review, Energy & Utilities
conditions.
China posted a PBIT of RM53.1 million, representing a
decrease of 15.3% compared to RM62.7 million during The Division continues to be optimistic on the long term
the same period last year. The reduction in PBIT was prospects of its Ports & Logistics business unit in the
mainly due to the challenging economic environment region. Hence, the company will continue to embark
as well as the increased cost of raw water for Weifang on organic expansion plans with particular emphasis
Water. and commitment on Weifang Port’s capacity expansion
and value-added services to create greater value for its
stakeholders in the next three to five years.
PortS & Logistics
In the year under review, Sime Darby’s port operations in
Weifang Port
China reported an increase in operational performance
in the financial year with total throughput increasing Located on the southern Bohai Rim of the Shandong
Peninsula, Weifang Port offers strategic access to its
Sime Darby Berhad | Annual Report 2013
157
OPERATIONS REVIEW | ENERGY & UTILITIES

immediate and regional hinterland. In line with its results, with an 8.8% decrease in volume from 33.9
strategic blueprint, Weifang Port hopes to capture million cubic metres to 31.0 million cubic metres.
additional hinterland demand by adding container The decreased water consumption was largely due to
berth facilities and increasing current berth capacity lower industrial activity arising from a moderation in
to become a leading port operator in the region. The China’s economic growth. Nonetheless, the company
construction of three new 20,000-tonne berths, which continues to improve its facilities and pipeline coverage
began in March 2012 and due to be completed this year, to ensure uninterrupted supply to a larger customer
will contribute towards this goal. base. Currently, the company has the capacity to provide
140,000 cubic metres per day.
The commencement of container operations with
Weifang Port’s first container shipment in December
2012, combined with the establishment of dedicated Sustainability - Occupational
container shipping routes connecting Weifang Port, are Safety & Health
significant milestones achieved this financial year.
In FY2012/2013, Sime Darby Energy & Utilities
For the year under review, Weifang Port registered a China emphasised heavily on Occupational Safety
3.1% decrease in total throughput from 18.4 million and Health practices through the establishment of
tonnes in FY2011/2012 to 17.8 million tonnes in a dedicated Environment, Safety and Health (ESH)
FY2012/2013. This was due to a harsher than usual department for the Division. Over the next five years,
winter season and decreased industrial consumption of the ESH department will focus on implementing various
raw materials, in line with China’s economic moderation. compliance and management systems in accordance
However, Weifang Port expects to record better with Sime Darby’s ESH policies.
performance in the coming year with the completion
of its 20,000 tonne berths contributing to increased
capacity. Outlook and Prospects
Weifang Port is on track with its five-year development
Jining Ports plan of doubling its throughput capacity. Additional
capital expenditure of RM1.4 billion has been allocated
Sime Darby’s Jining cluster of ports currently consists of for the development of three new 30,000-tonne multi-
three fully operational ports, namely, Jining Sime Darby purpose berths, three new 30,000-tonne general cargo
Port Co Ltd (North Port), Jining Sime Darby Guozhuang berths and two new 50,000-tonne liquid berths over
Port Co Ltd (City Port) and Jining Sime Darby Longgong the next few years. The outlook for container handling
Port Co Ltd (South Port). operations in Weifang Port is expected to be positive
For the year under review, the Jining Ports registered with more container throughput being handled at the
a 38.5% increase in total throughput from 7.8 million Port and the establishment of additional regular routes
tonnes in FY2011/2012 to 10.8 million tonnes in to other ports in the region.
FY2012/2013 due to a recovery in demand from City In the next financial year, Jining Sime Darby Taiping
Port and the full operationalisation of South Port. Port Co Ltd (Taiping Port) is expected to commence
operations and contribute to the Jining Group of Ports’
Water Management performance.
During the year under review, Weifang Sime Darby WSDWM intends to continuously expand its water
Water Management Co Ltd (formerly known as Weifang treatment capacity to meet the growing demand from
Sime Darby Water Co Ltd) (WSDWM) reported lower new and existing customers in the next few years.

Panoramic view of Taiping Port located in Zoucheng, a county-level city in the south of Jining. The port is expected to be fully operational
by end of 2013
158 Sime Darby Berhad | Annual Report 2013
Sime Darby Berhad | Annual Report 2013 159

Key Activities
Secondary and Tertiary Care Hospitals
Nursing and Health Sciences College

Key Countries of Operations


Malaysia

HEALTHCARE
To become
a leading
healthcare
provider in Asia
by delivering
sustainable and
high quality
outcomes to all
stakeholders
160 Sime Darby Berhad | Annual Report 2013

Subang Jaya Medical Centre has built a sterling reputation as an internationally recognised, award-winning medical centre in the region

Overview Healthcare – Medical


The Healthcare Division continued its long tradition of Subang Jaya Medical Centre (SJMC) formerly known as
providing quality medical care and professional services Sime Darby Medical Centre Subang Jaya
to its patients, strengthening its position as one of The Healthcare Division’s flagship hospital, SJMC,
Malaysia’s leading healthcare providers during the year continues to achieve exemplary financial results for
under review. FY2012/2013. The hospital recorded an impressive
For the year ended 30 June 2013, the Healthcare Division PBIT of RM49.0 million compared to RM37.0 million in
recorded a profit before interest and tax (PBIT) of the previous year, an improvement of 32%, mainly due
RM24.1 million compared to RM26.1 million the previous to operational excellence initiatives.
year, a decrease of approximately 8%. The shortfall was SJMC continues to concentrate on its Centres of
mainly due to higher overhead costs incurred with the Excellence (COE) in Cancer, Urology (specifically men’s
opening of two new hospitals, Ara Damansara Medical health), Digestive and Liver Health, and Blood Diseases.
Centre (ADMC) and ParkCity Medical Centre (PMC). The Cancer and Radiosurgery Centre (Cancer Centre)
The Division recorded multiple strategic milestones in is well-positioned as the regional COE for cancer
FY2012/2013. This included the opening of its third treatment and is a comprehensive one-stop centre that
full-fledged multi-disciplinary hospital, PMC, Kuala is well-equipped and dedicated to the treatment of
Lumpur on 12 December 2012, and the divestment of the disease. In FY2012/2013 alone, more than 27,000
the ambulatory daycare centre, Sime Darby Specialist patients had undergone chemotherapy and radiation
Centre Megah in April 2013. The divestment was a therapy at the Cancer Centre.
strategic direction for the Division to re-focus only on Fully committed to advocating awareness and educating
hospital operations in Malaysia. the public on cancer, the Healthcare Division once
This financial year was also historic for the Division again partnered with the Cancer Research Initiatives
as Sime Darby Berhad entered into a joint venture Foundation (CARIF) in support of yet another initiative
agreement with Australia’s largest private hospital – the launch of the Patient Navigation Programme, a
group, Ramsay Health Care Ltd, on 26 March 2013. programme aimed at improving the quality of a patient’s
Called Ramsay Sime Darby Health Care Sdn Bhd life and the survival chances of those suffering from
(formerly known as Sime Darby Global Healthcare Sdn breast cancer in Malaysia. The event took place on
Bhd) (RSDHC), the joint venture is equally owned by 8 October 2012 at SJMC and was attended by the Ladies
both parties and consolidates all Sime Darby’s portfolio Professional Golf Association (LPGA) star players, Ariya
of healthcare assets in Malaysia with Ramsay’s three Jutanugarn, Christie Kerr, Natalie Gulbis and Malaysia’s
hospitals in Indonesia. RSDHC is focused on expanding own Jean Chua.
the healthcare business throughout Asia with the
aspiration of becoming the leader in the regional
healthcare industry.
Sime Darby Berhad | Annual Report 2013 161

Ara Damansara Medical Centre (ADMC) formerly known PMC is also the blueprint hospital for the Division’s
as Sime Darby Medical Centre Ara Damansara initiative in the implementation of the automated
Since opening its doors on 12 January 2012, ADMC Healthcare Management Information System (HMIS).
has shown commendable results. In FY2012/2013, the The revolutionary system will not only integrate all
hospital recorded an increase in revenue of RM36.0 business functions (i.e patient waiting time, electronic
million compared to RM7.0 million in the previous medical record, wireless imaging, patient billing) but
financial year. will promote a sustainable working environment with a
paperless concept. The HMIS will also be implemented in
At full capacity, ADMC is a 220-bed tertiary hospital staggered phases at ADMC and SJMC in the near future.
with an array of specialties offering world-class
treatment and care. It is also the first private medical
New Project – Mediplex
facility in Malaysia with COE in Brain, Heart, and Spine
and Joints cases. The hospital is currently developing a The Healthcare Division is also venturing into a hybrid
comprehensive Stroke Centre and Heart Attack Centre offering of health, wellness and lifestyle living under
to complement the other niche specialties available. the name Mediplex. Upon completion, Mediplex will
be Malaysia’s first purpose-built healthcare and retail
Fully equipped with full-fledged rehabilitation facilities complex where wellness is integrated into healthcare,
and services which can be tailored according to each retail and leisure as the main focus of the development.
patient’s needs, ADMC enables its patients to receive
comprehensive and expert post-treatment care to aid Located as an annex to SJMC, the seven-storey building is
their management and recovery. part of SJMC’s hospital expansion initiative. Envisioned
as a multi-tenanted, integrated and holistic lifestyle and
wellness plaza, potential tenants will comprise selected
physician practices, wellness products, retail and
therapy clinics/salons, wellness, international cuisine
and lifestyle-themed food and beverages outlets,
healthcare diagnostic services as well as rejuvenation
spas and patient support care equipment and products.
With 56.6% of construction completed as at the end of
FY2012/2013, the Mediplex is expected to commence
operations by 2014.

Healthcare – Education
Sime Darby Nursing & Health Sciences College
In FY2012/2013, Sime Darby Nursing and Health
Sciences College (Sime Darby College) continued
to offer quality education to Malaysian and foreign
students. Established in 1995 and as one of the pioneers
Ara Damansara Medical Centre is equipped with advanced medical
in healthcare education in Malaysia, Sime Darby College
technologies and a dedicated team of healthcare practitioners, has delivered industry-relevant curriculum, producing
providing holistic patient care and clinical experience quality graduates whose services are sought after locally
and internationally.
ParkCity Medical Centre (PMC) formerly known as Sime
For the year under review, Sime Darby College introduced
Darby Medical Centre ParkCity
two new programmes in line with their mission to
The opening of its third hospital, PMC on 12 December produce competent and high calibre professionals in the
2012 marked another major milestone for the healthcare services.
Healthcare Division. The hospital is strategically located
to serve surrounding densely populated residential Introduced in February 2013, the Estate Hospital
neighbourhoods, among them, Desa ParkCity, Bandar Assistants’ Skills enhancement programme for Sime
Manjalara, Kepong and Bandar Sri Damansara. Darby Plantation is a refresher programme that enables
Estate Hospital Assistants to enhance their skills and
The 300-bed hospital is a full-fledged multi-disciplinary knowledge.
hospital focusing on Women & Children’s Health as
well as Elderly Health. This includes a breast clinic for The Diploma in Healthcare Service programme, which is
surgeries and child developmental clinic for assessment under the school of allied health science, is the first to
and treatment in hearing, speech, behaviour and motor offer management skills in multiple disciplines such as
skills. A unique rehabilitation programme for Attention patient management and hospitality, medical tourism
Deficit Hyperactivity Disorder (ADHD) and autistic and information technology. Introduced in April 2013,
children has also been established. In addition, PMC the programme aims to nurture and enable students to
offers a sub-specialty Hand Clinic which provides a competently serve in the hospital/healthcare industries
wide range of services from surgical reconstruction to such as in the areas of frontline services, customer
rehabilitation. care, international patient logistics, healthcare-related
Information Technology and patient contact centres.
162 Sime Darby Berhad | Annual Report 2013

In FY2012/2013, Sime Darby College received full Outlook and Prospects


accreditation from the Malaysian Qualifications Agency
The collaboration between Sime Darby Berhad and
(MQA) for its Diploma in Medical Lab Technology,
notable Australian healthcare player, Ramsay Health
Foundation in Science Programme and the Post Basic
Care Limited (Ramsay), led to the incorporation of
Critical Care Programme. On the same note, the
RSDHC.
Diploma in Physiotherapy is next in line to obtain full
accreditation having already undergone the auditing Ramsay is the largest private hospital operator in
process by the MQA. Australia with business operations in Australia, United
Kingdom, France and Indonesia. The organisation
Maintaining its track record of academic excellence,
operates more than 120 hospitals and day surgery
Sime Darby College was once again recognised for the
facilities across four continents, treating over one
quality of its graduates following the 100% pass rates
million patients per annum. Employing over 30,000 staff
achieved for the Malaysia Nursing Board Exams in
globally, Ramsay is well-respected in the healthcare
December 2012 and March 2013 respectively.
industry for operating quality private hospitals and for
During the year under review, Sime Darby College also its excellent record in hospital management and patient
embarked on a Corporate Social Responsibility initiative care.
where 23 Orang Asli students were selected to undergo
The joint venture, which combines all of Sime Darby’s
training and skills enhancement in Basic Healthcare.
healthcare assets portfolio in Malaysia with Ramsay’s
The programme aims to equip the students with skills
three hospitals in Indonesia (RS Premier Jatinegara,
that will enable them to easily find employment in the
RS Premier Surabaya and RS Premier Bintaro), is in line
support service areas of the healthcare industry.
with Sime Darby’s Strategy Blueprint to build a regional
presence through aggressive expansion involving
Sustainability joint venture partnerships and co-branding with
The Healthcare Division believes in the welfare of its reputable partners. The new development will allow the
people and is firmly committed to the safety and health Healthcare Division to penetrate and capture the rapidly
of employees and patients. In FY2012/2013, the Division growing opportunities in Asia whilst tapping into the
reported zero fatality, a 22% decrease in incident rate strengths and expertise of Ramsay. Opportunities for
as well as a 25% decrease in frequency rate, proof of value creation are in the pipeline, via key synergies such
its efforts to ensure that operations are conducted in a as adoption of best practices and cross border clinical
safe environment. The Division also organised a series collaboration.
of hygiene campaigns to educate patients and reinforce RSDHC, which commenced operations on 1 July 2013,
hygiene practices to hospital personnel. The campaigns aims to become the leading healthcare provider in Asia
stressed the importance of hand hygiene, established by delivering sustainable and high quality outcomes to
guidelines on proper hand washing, increased the all stakeholders.
number of hand sanitisers in hospitals, which was
followed by a study to monitor and assess compliance
with hygiene guidelines.
The Division also enhanced patient safety by inculcating
International Patient Safety Goals (IPSG) into their
delivery of care. IPSG consists of six key areas related
to the correct identification of patients, effective
communication, safety of high-alert medication, safety
during surgery, management of healthcare associated
infections and patient falls.
The Healthcare Division is also committed to driving a
culture of customer service excellence through their
Service Transformation programme. In March 2013,
the Division published two new handbooks on “Service
Excellence & Standards of Behaviour” and “Dress Code
& Conduct and Facility and Housekeeping Standards”.
These handbooks are the newest addition to the series
of publications that were developed to standardise the
unique brand of care and customer service that patients
experience throughout the hospitals.
While Healthcare Division is a minor contributor to
the Group’s greenhouse gas emissions profile (around
0.6%), it continues to participate alongside other
Divisions in efforts to reduce the Group’s emissions
intensity. The Division is implementing a range of ParkCity Medical Centre was designed on the carbon-footprint
projects in its hospitals to reduce energy consumption concept; putting emphasis on creating a natural healing environment
while maintaining an excellent level of patient comfort with natural sunlight, ventilation and a greenery garden, to provide
the perfect ambience for patients to heal and rejuvenate
and quality of care.
Sime Darby Berhad | Annual Report 2013 163

ALLIED PRODUCTS &


SERVICES

Insurance Broking and Services


The Insurance Broking and Services Group reported
satisfactory performance for the year under review
despite keen competition in the markets where the
Group is present.

Consumer Products
Tesco Stores (Malaysia) Sdn Bhd, a joint-venture with
Tesco plc in which the Group owns a 30 percent stake,
registered lower profits for the year under review. The
company has 47 stores opened throughout Malaysia
currently.
164 Sime Darby Berhad | Annual Report 2013
Sime Darby Berhad | Annual Report 2013 165

Spectrum of Responsibilities
Financial and Operational Growth
Operational Responsibility
Operational Accountability
Operational Transparency
Environmental Management
Stakeholder Engagement
Environmental Conservation
Social Responsibility

Focus Areas
Marketplace
Workplace
Community
Environment

CORPORATE
RESPONSIBILITY
Developing
Sustainable
Futures
Through
Shared Value
Creation
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166
CORPORATE RESPONSIBILITY

Proactive Instil Develop


Shared Value Strategic
Risk Performance Thought
Creation Reporting
Management Culture Leadership

Internal Corporate Responsibility External Corporate Responsibility

M C

Sime Darby CR Spectrum of Responsibility

OVERVIEW OF CORPORATE At Sime Darby, CR exists as a spectrum of responsibilities.


At one end, it focuses on financial and operational
RESPONSIBILITY AT SIME DARBY integrity, good governance and strategic growth, and
For Sime Darby, Corporate Responsibility (CR) is realised on the other it emphasises on a strong commitment
through shared value creation and the way the Group towards sound environmental practices, conservation,
articulates its role as a good corporate citizen. It is stakeholder engagement and strategic philanthropy.
reflected in the Group’s commitment not only towards
good governance, but also its efforts to go beyond Implementation and improvement is continuous and
compliance in the Marketplace, Workplace, Community embedded through collaborative efforts. These are
and the Environment. This is done with due cognisance established through a network that is both multi-
of the challenges and needs of all its stakeholders, both stakeholder centric and multi-disciplinary. Various
present and in the future. functions and departments within Sime Darby such
as Strategy and Business Development, Human
The Group’s long term approach also aims to balance Resources (HR), Legal, Risk Management, Compliance,
and sustain the needs of its operations in light of global Sustainability and Quality Management (SQM),
issues and demands. It focuses on maintaining good Corporate Social Responsibility (CSR), Communications
economic value, one that goes beyond legal, ethical and & Corporate Affairs and the Foundation (YSD), all
regulatory compliance. All this is driven by its strong integrate elements of CR into their policies, procedures
core values of Respect & Responsibility, Integrity, and practices. These functions share common core values
Excellence & Enterprise. that are crucial in integrating CR into Sime Darby’s value
chain.
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CORPORATE RESPONSIBILITY

Sime Darby CR Strategy


The CR strategic goals for Sime Darby have been developed to embed accountability and responsibility into its business
operations. Internal programmatic plans and standards are developed to assist the Group to create shared value within
and along its supply chain in all countries of operation. The Group is committed to manage both business and stakeholder
risks effectively and sustainably, report initiatives through a transparent governance structure and, instil and sustain a
performance culture of continuous improvement. The Group’s ultimate goal is to be able to contribute to global best
practices, become a CR thought leader and an exemplary corporate citizen, whilst still maintaining profitability and good
business.
The following summarises Sime Darby’s goals, strategic 5 year targets and focus areas for CR for the year under review:

GOALS KEY TARGETS FOCUS AREAS

• Develop opportunities for sustainability-led innovations, • Financial & Operational Growth


responsible business practices and collaborative CR
• Operational Responsibility
Shared efforts
• Operational Transparency
Value • Generate shared positive impact and growth within target
Creation communities by 2017 • Stakeholder Engagement
• Continuous growth and enhancement of employee • Environmental Conservation
engagement initiatives • Social Responsibility

Effective • Develop and maintain global reporting guidelines • Operational Transparency


Strategic and consistency in submissions to ensure continuous
• Operational Accountability
Reporting improvements for effective stakeholder engagement

• Embed sustainability risks into Sime Darby’s Enterprise


Risk Management Framework • Operational Accountability
Effective
• Develop and maintain management and mitigation • Operational Responsibility
Risk
procedures and tools • Environmental Management
Management
• Develop proactive management systems to comply with • Stakeholder Engagement
regulations and address issues beyond compliance

• Continuous reduction in Health and Safety incident rates • Financial & Operational Growth
Instil and target zero fatalities • Operational Transparency
Performance • Institutionalise global benchmarking and continuous • Environmental Management
Culture improvement initiatives
• Stakeholder Engagement
• Maintain high ethical corporate values

• Develop active knowledge exchange platform and sharing • Stakeholder Engagement


Develop to deliver sector expertise
Thought • Operational Transparency
Leadership • Contribute to ‘best-practice’ standards and progress
development • Operational Accountability
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168
CORPORATE RESPONSIBILITY

Performance Summary
Sime Darby’s CR efforts respond to global challenges by providing and developing solutions that cater to local needs,
whilst not losing sight of the bigger global picture. These relevant localised solutions and mitigation strategies are
conducted through its business reach across more than 20 countries worldwide. The following indicators summarises
various CR initiatives implemented throughout the Group in an effort to operationalise the Group’s CR Strategy.
To supplement this executive summary, a report on the CR projects for the financial year with a focus on Sime Darby
Plantation is available in the Sime Darby Sustainability Report. Further information, including programmatic plans, photos
and beneficiary accounts of Sime Darby’s CR initiatives across the Divisions are also available www.simedarby.com/cr.
For information on projects by Sime Darby Foundation (YSD), kindly refer to the Yayasan Sime Darby Annual Report 2013.

Child advocates and participants of the Children for Child Protection Forum and Exhibition 2012, held in partnership between Sime Darby,
UNICEF, Childline Malaysia and Ministry of Women, Family and Community Development

Sime Darby Unimills Innovation Centre Europe in the


Sime Darby Property Affordable Homes Initiative was launched in support of the Netherlands offers extensive new product development
Malaysian government’s PR1MA Project that aims to enable low to middle income (NPD) expertise, thus allowing technical and commercial
earners the opportunity to own good quality homes at affordable prices assessment and monitoring of sustainable palm oil
development

Key Initiatives Indicator FY FY


Key Focus
2011/2012 2012/2013
Lean Six Sigma and continuous Total savings 14.8 million 28.15 million
improvement RM

Health and Safety


Incident rate (number of incidents/1000 Rate 45.11 37.99
employees)
Frequency rate (number of incidents / Rate 18.9 16.14
1,000,000 man hours)
Workplace
Severity rate (number of lost days / Rate 226.13 310.65
1,000,000 man hours)
Group fatalities (ESH) Number 8 12

Talent Management
Group’s total employees Employees 108,675 110,645
Total talent development Average 16 15
training hours
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169
CORPORATE RESPONSIBILITY

Key Initiatives Indicator FY FY


Key Focus
2011/2012 2012/2013

Environmental Management
Total carbon emission by the Group Tonnes CO2-e 3.279 million 3.801million
Restoration of natural resources Projects >9 >5
Waste management Projects 9 6
Water saving & energy efficient initiatives Lights bulbs *n/a 893
installed
Environment
Environmental Engagement at the Workplace
Green Office Campaign at Sime Darby Employees > 200 > 450
Property

Environmental Conservation
Rehabilitation, conservation & protection MYR 7,073,278 11,194,097
species and biodiversity

Community Investment
Collaborative food aid and financial Families 200 400
literacy initiatives for urban poor
(Malaysia)
Target units to be built in Malaysia Housing units 420 321
(out of a total of 21,120 units to be (Phase 1) (Bandar (Bandar
completed by 2016) Ainsdale) Bukit Raja)
Housing provision for employees and Countries Malaysia Malaysia
plantation workers Liberia Liberia
Indonesia
Infrastructure improvements and access Projects 9 34
to basic amenities

Providing Access to Healthcare


Engagement and awareness Engagements 6 44

Children and Youth Development


Child rights and development Initiatives 30 261
Number of beneficiaries engaged People > 890 > 3,750

Community Providing Universal Education


Workplace Childcare provision (Malaysia) Facilities *n/a 75
Scholarships and bursaries for nationals of MYR 22,224,981 22,134,936
Malaysia, Indonesia, China & Liberia

Strategic Philanthropic Giving


Beneficiaries benefited from Beneficiaries > 10,000 > 57,000
contributions
Government and Non-Government Organisations > 30 > 130
Organisations (NGO) engaged

Promoting Healthy Lifestyle and Developing Sporting Talent


Malaysian 3rd 2nd
Premier League
Sime Darby Football Club Malaysia 2nd 2nd
Football
Association Cup
Sports clinic and activities for children Children *n/a 216
Funds raised through sports tournaments MYR 581,262 471,333
Community engagements through sports People *n/a 250

Note: Where projects are new, *n/a will be used in the preceding column to indicate that no measures were available during FY2011/2012
Sime Darby Berhad | Annual Report 2013
170
CORPORATE RESPONSIBILITY

Highlights of Initiatives
Operationalising Corporate Responsibility in Sime Darby
At Sime Darby, “Developing Sustainable Futures” means
the integration and balance of economic, environmental
and social considerations and requirements in the way
the Group maintains, develops and grows its various
businesses. The Group operationalises CR through
various initiatives in key focus areas. The following
examples provide an overview snapshot of the areas
of CR that Sime Darby incorporates into its operations.
More information on the projects are available via
www.simedarby.com/cr.
The production of palm biodiesel and its distribution in selected
countries are managed by Sime Darby Plantation in Carey Island
Strategic Goal Instill Performance Culture
and Teluk Panglima Garang, Malaysia with a combined annual
Financial & Operational Growth capacity of 90,000 tonnes
Key Area(s)
Operational Accountability
Key Focus Marketplace / Workplace

Quality and Lean Six Sigma (LSS)


The Group has incorporated continuous improvement
methodologies within its supply chain to enhance
operational efficiency. The Lean Six Sigma (LSS) exercise
was established to maintain leadership in core businesses
and to instil, maintain and improve performance culture.
The Group’s LSS Business Management Strategy
Blueprint, provides the framework for planning,
training, project identification and implementation for
the next five years. For the period under review, 106
projects were completed, 479 Green Belts (LSS Project
Managers) were trained and a total savings valued at Through Lean Six Sigma Initiatives the Group has managed to
maintain and improve efficiency and performance culture
RM 28.15 million was recorded for the Group.

R&D on sustainable palm oil are being carried out at various facilities such as Sime Darby Plantation’s R&D Centres in Carey Island and Banting,
Malaysia, as well as Unimills Innovation Centre Europe in the Netherlands, Hudson and Knight Innovation Centre Africa in South Africa and Minamas
Research Centre in Indonesia

106 projects
Completed under Lean Six Sigma exercise for FY2012/2013
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CORPORATE RESPONSIBILITY

Environment, Safety and Health (ESH) Strategic Goal Instil Performance Culture
The Sime Darby sustainability governance framework
prioritises safety and health as a key measure of the Environmental Management
Group’s performance. Safety and health initiatives Key Area(s) Operational Accountability
are developed to ensure regulatory compliance and to Operational Responsibility
promote sector leadership in health and safety culture
within the operations. This is monitored and measured Marketplace / Workplace /
Key Focus
through an Incident Frequency Rate (FR) and a Severity Environment
Rate (SR) index, as well as other monitoring tools on
accident occurrences. Carbon management
The Group’s SQM departments in the various Divisions,
monitor the operations’ carbon emissions through a
Carbon Reduction Strategy. Through this initiative, the
Group aims to reduce emission intensity to reduce costs,
enhance operational effectiveness and meet customer
expectations. Sime Darby’s carbon inventory includes six
Divisions in eight key countries of operation: Malaysia,
Indonesia, Australia, China, Thailand, Singapore, the
Netherlands and South Africa. This constitutes over 95
percent of the Group’s global operations.
Biogenic emissions from renewable sources are also
monitored. The reduction strategy focuses primarily
on the performance of the Plantation Division which
contributes the majority (around 79 per cent) of the
Group’s carbon emissions. Recognising this, Plantation
The Idea House is the first carbon neutral residence in South East has committed to a 40 per cent reduction in emissions
Asia and it embodies Sime Darby Property’s commitment towards intensity (tCO2-e/mt CPO produced) by 2020, from its
integrating green technologies into our township development and 2009 baseline levels. Secondary reduction targets have
residential designs
also been established for other Divisions.

Sime Darby Group’s Carbon Emission

1.0%

16.0%

1.0%

2.0%
Plantation
1.0% FY2012/2013 Industrial
Total Carbon
emission, Motors
tonnes CO2-e
Property

Energy & Utilities

Others

79.0%

RM28.15 million
Savings recorded through implementation of Lean Six Sigma exercise for FY2012/2013
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CORPORATE RESPONSIBILITY

Strategic Goal Shared Value Creation


Key Area(s) Stakeholder Engagement
Workplace/Community/
Key Focus
Environment

Engaging Employees through Volunteerism


Acknowledging that employees are its greatest asset,
the Group strives to respond to the needs of human
capital development through employee engagements
carried out under the Sime Darby Volunteers Programme
(SDVP). The SDVP is a cross-divisional effort that aims
to improve community living and livelihoods, and reduce
environmental impact through collective engagements.
It fosters employee esprit de corps, teamwork,
camaraderie and enhances a sense of belonging to the
Sime Darby Group.
‘Reach Out Programme’ with the patients of the Paediatric Institute,
Various initiatives have been conducted by the Group, Hospital Kuala Lumpur, one of the Sime Darby Volunteers Programme
ranging from volunteering efforts with orphanages, old (SDVP)
folks homes, special needs organisations, human rights
causes, as well as tree planting, recycling efforts and
enviromental awareness programmes.
The following table illustrates the performance
indicators under Sime Darby Volunteers Programme
since its inception in 2011. Further information is
available on https://volunteer.simedarby.com

Indicators To date
Total SDVP projects in Malaysia recorded 50
in web portal
Number of volunteers registered in SDVP 1,682
web portal
Number of Malaysian volunteer 414
participation (unique)*
Collective activism efforts driven by employees include stakeholder
Number of volunteer hours contributed >11,300 engagement and social responsibility. Photo of Morakot employees
(for Malaysia) assisting to clean up Wat Samrong Tai, Thailand

Other volunteer projects worldwide >30


(to be integrated into SDVP web portal)
Unique* refers to individual volunteers that have participated
in at least one project.

Distribution of food aid under the soup kitchen to the homeless and Volunteer-centric project by employees provided a platform to contribute
urban poor around Kuala Lumpur promote better understanding of towards community development, i.e refurbishment of Semenyih
community needs and camaraderie amongst employees Community Centre, Malaysia under the Jalinan Ikhtiar Programme

218 paediatric patients


Engaged through Reach-Out & Read (ROaR) and Reach-Out & Create with Kids (ROCK) initiatives with 66 trained volunteers
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CORPORATE RESPONSIBILITY

Strategic Goal Develop Thought Leadership


Key Area(s) Environmental Conservation
Key Focus Environment

Ensuring Environmental Sustainability by Conserving


the Environment, Protecting the Ecosystem and
Rehabilitating Endangered Species
The Group is committed to put in place sustainable
practices that minimises its environmental footprint,
manages natural resources and waste, while promoting
energy efficiency to reduce impact on the environment.
The Group’s environmental conservation efforts
include research and development, forest rehabilitation
programmes, biodiversity research collaboration and
The ‘Eco-Symbiosis’ sustainability project by Sime Darby Power LCP Ltd
protection of ecosystem endangered species through
and Sime Darby O&M Ltd engaged school children and communities rehabilitation of habitats supported by Yayasan
around Laem Chabang and Manorom, Thailand Sime Darby.

Environmental conservation and eco-awareness efforts include the tree Tam and Puntung, two residents of Borneo Rhinoceros Sanctuary
planting activity by employees of China Engineers Ltd, Nanning, China (BRS) in Sabah - sponsored by YSD in support of endangered species

‘River and Trees for Life’ is one of the environmental – community initiatives carried out by the employees of Sime Darby Property,
Malaysia and their family members

RM11,194,097
Spent on Rehabilitation and Conservation Programmes, including protection of endangered and vulnerable species
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CORPORATE RESPONSIBILITY

Empowerment through education is one of Sime Darby’s stakeholder-centric initiatives aimed at assisting project affected communities. This includes
the provision of school infrastructure, teaching and learning aid, transportation and scholarships for the school children and youth of Liberia

Strategic Goal Shared Value Creation Providing Access to Universal Education – Developing
and Advancing Human Capital through Educational
Social Responsibility Opportunities
Key Area(s)
Stakeholder Engagement Sime Darby realises that provision of universal education
Key Focus Community assists in breaking barriers of poverty, promotes nation
building and overall development of civil society. The
Supporting Community Development, Advocating Group has investments in educational opportunities
Human Rights and Promoting Equality and Fairness t h r o u g h d i s b u r s e m e n t s o f YS D ’ s E x c e l l e n c e
Community development programmes at Sime Darby Scholarships, Enrichment Scholarships, Special Support
focuses on providing local solutions to communities in Bursary and educational assistance. In addition, the
need and relevant stakeholders. The main areas driven Group also provides employee children with early
by the Group include amongst others, creation of education through various Child Care Centres at the
employment, supporting and advocating human rights, work place and at Sime Darby’s plantations.
provision of shelter, public infrastructure and amenities,
access to basic healthcare, alleviation of poverty, as Promoting Sports through Development of Outstanding
well as international relief aid and assistance through Talent and Encouraging Healthy Lifestyle
charitable contributions. The Group, through YSD supports outstanding talents in
Golf, Cycling, Tennis and Cricket. For the period under
review, YSD invested approximately RM34,293,251 for
Malaysians to excel in the field of sports and compete
at the international arena. Sime Darby also encourages
healthy lifestyle amongst its employees through the
annual Sime Darby Group Games (SDGG). Employees
from across the Group compete with each other in
the spirit of camaraderie and good sportsmanship, to
emerge as the Group’s Champion.
Development and Preservation of Arts & Culture through
Recognition of Cultural Heritage Arts
Being present in numerous countries worldwide brings
forward the opportunity for Sime Darby to assist in
promoting local arts and cultural heritage. Whether it is
in support of artistic talents, dying arts, or integrating
Scholarships and bursaries are awarded by Yayasan Sime Darby to cultural heritage into product designs, Sime Darby
academically excellent and economically challenged students and persons acknowledges that being a member of society includes
with disabilities the respect for different cultures and heritage.

This section summarises the implementation of Sime Darby’s CR strategy and highlights some of the initiatives undertaken.
Discover more of Sime Darby CR programmes and projects at www.simedaby.com/cr

5,400 stakeholders
Engaged through various initiatives under the Child Protection Policy (CPP) Programme for FY2012/2013
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CORPORATE RESPONSIBILITY

Examples of CR initiative in various localities

Hastings Deering Institute of Technology Australia


CEL Hong Kong employees in the ‘Sowers Action - Challenging 12 Hours’, a fundraising
conducts Caterpillar ‘s Indigeous Youths Pre-Vocation
walk to provide educational solutions for children living in rural mountainious regions
Programme that aims to provide employment
of China that walk for 1-2 hours to school every day
opportunity for indigenous youths

Children of the School Holiday Programme under the Child


Children of the indigenous Orang Asli of Pos Lenjang, Pahang and Pos Piah, Perak
Protection Policy (CPP) were engaged and empowered
having fun in an activity during Kembara Hyundai RTM 2013 with volunteers from
with the knowledge, confidence and skills to enable them
Hyundai – Sime Darby Motors
take action on their personal safety and well-being

Sime Darby Football Club (SDFC) celebrating the end of a victorious season in the Malaysian 2013 Premier League and their promotion to the 2014 Super
League. The Football Club is part of the initiative to strengthen the nucleus of Malaysian football and promote sports excellence
176 Sime Darby Berhad | Annual Report 2013

AWARDS
Month Division Awards received Presented / Awarded by

July 2012 Plantation Best Rubber Plantation Management Malaysian Rubber Board
Award & CSR Award to Bukit Pilah
Estate
Motors Car of the Year Award to Hyundai Asian Auto Allianz Industry
Elantra Awards 2012
October Plantation National Excellent OSH Award 2012 National Council of Occupational
2012 for the Agriculture Sector to Salak Safety and Health
Estate
November Property Property CEO of the Year’ to FIABCI Malaysia
2012 Dato’ Abd Wahab Maskan, Sime Darby
Property’s Managing Director
Healthcare Industry Excellence Award in Malaysia Business Awards
Healthcare Services to Ramsay Sime Ceremony 2012 by Kuala Lumpur
Darby Health Care (formerly known as Malay Chamber of Commerce
Sime Darby Healthcare)
Property Best Villa Development (Malaysia)’ South East Asia Property Awards
Award to The Residence, one of the 2012
offerings under Sime Darby Property’s
The Glades development
December Motors Car of the Year award (for Large SUVs) Autocar Asean.
2012 to Hyundai Santa Fe (Automotive magazine )
Energy & Most Popular Graduate Employer GTI Media,( in recognition of
Utilitites Finalist’ award for the Energy, Oil & Malaysia’s 100 Leading Graduate
Gas and Utilities sector to Sime Darby Employers 2012)
Energy & Utilities
Plantation Best Estate Award (in the 1,001-4,000 Anugerah Industri Kelapa Sawit
ha category) in Peninsular Malaysia to Malaysia by Malaysian Palm Oil
Kempas Estate Board
January Group Head Winner of General Counsel Award International Law Office (ILO)
2013 Office (for General Commercial) to Ms Choo Asia Pacific
Suit Mae General Counsel Sime Darby
Berhad
Property Runner-up for ‘Best Clubhouse in Asia Regional Asian Golf Monthly
Pacific’ to KLGCC Awards 2012
Sime Darby Berhad | Annual Report 2013
177
AWARDS

Month Division Awards received Presented / Awarded by

February Motors Ford’s 2012 Record Sales Year Award Ford Motor Company
2013 to Sime Darby Auto Connexion - the
Ford Distributor for Malaysia
Plantation No. 1 leading palm oil brand in Consumer-based survey
Thailand to Morakot conducted by Marketeer, one
of Thailand’s most respected
magazines
Industrial Caring Company Award to CEL Hong Kong Council of Social
(Hong Kong) Service (HKCSS) in recognition
of CEL corporate citizenship and
support for public welfare.
April Property Gold Award ( property development Putra Brand Awards
2013 category) to Sime Darby Property
(4th consecutive year)
Property ‘Golf Club of the Year’ to KLGCC Annual ParGolf Awards
(3rd consecutive year)
May Healthcare Excellence in Electronic Medical 2013 Frost & Sullivan Malaysia
2013 Record (EMR) Implementation Award Excellence Award
to Ramsay Sime Darby Health Care
(formerly known as Sime Darby
Healthcare)
Plantation ‘Trusted Brand Award 2013’ for the Reader’s Digest (Thailand)
10th consecutive year to Morakot
Plantation Supplier of the Year’ (dry goods) Famous Brands 2013
Award to Sime Darby Hudson &
Knight (South Africa)
June Group Head Best Chief Financial Officer for Malaysia Investor Relations
2013 Office Investors Relations 2013 to Madam Association (MIRA)
Tong Poh Keow, Group Chief Financial
Officer (category-largest 30 stocks in
Malaysia by market capitalisation)
Group Head Winner of Quality of Annual Report/ Malaysia Investor Relations
Office Formal Disclosure 2013 Association (MIRA)
Property Business Continuity Institute (BCI) BCI Asia
Asia Top 10 developers Award to Sime
Darby Property
178 Sime Darby Berhad | Annual Report 2013

CORPORATE
DIARY
2012
July Caterpillar Machines Delivered to Penjom Mine
Tractors Malaysia, a Caterpillar dealership under Sime Darby Industrial, delivered the first
batch of machines ordered by PT J Resources Nusantara at Penjom Gold Mine, Kuala Lipis.
The machines, comprising three Cat 77E Off-Highway Trucks, were delivered at a handover
ceremony on 27 July 2012.

Acquisition of new Porsche dealership in Sydney


Sime Darby Motors’ Australian operations acquired the Porsche Centre Parramatta dealership,
representing its first venture into the retail sector with a prestigious brand. The new dealership
commenced operations on 31 July 2012.

August iPhone App for Healthcare


Ramsay Sime Darby Health Care (formerly known as Sime Darby Healthcare) became the first
private healthcare provider in Malaysia to develop an iPhone application with the launch of the
Ramsay Sime Darby Health Care iPhone App on 14 August 2012.

September All-new Ford Focus debuts in Malaysia


Sime Darby Auto Connexion, the distributor for Ford vehicles in Malaysia, launched the new
fuel-efficient Ford Focus to the Malaysian public.

October Ramsay Sime Darby Health Care (formerly known as Sime Darby Healthcare) Introduces the
Wellness System for Golfers
The Wellness System for Golfers, introduced in collaboration with MST Golf and KLGCC was
launched on 4 October 2012. The healthcare packages designed aims to promote the recovery
and quality of life through innovative and caring health services.

SEM Wheel Loaders Unveiled


Shandong Equipment Malaysia Sdn Bhd (SEM), a company under Sime Darby Industrial, launched
the SEM Wheel Loaders at the Tractors Malaysia branch in Ipoh. Held on 17 October 2012, the
event saw the unveiling of compact, small and mid-sized wheel loaders to the Malaysian market.

Sime Darby Contributes to Liberians


An allocation of USD420,000 (RM1.29 million) was made by the Sime Darby Group for
scholarships and bursaries to 27 Liberians as financial aid to help in their pursuit of tertiary
education.
Sime Darby Berhad | Annual Report 2013
179
CORPORATE DIARY

November Sime Darby Property to develop Malaysia’s First Multi-Varsity Education Hub
Sime Darby Property, through four Special Purpose Vehicles (SPV), signed concession
agreements with the Malaysian Government and four institutions of higher learning to build
the country’s first Multi-Varsity Education Hub in Pagoh. Held on 7 November 2012, the signing
ceremony was witnessed by Deputy Prime Minister, Tan Sri Muhyiddin Yassin, and Minister of
Higher Education, Dato’ Seri Mohamed Khaled Nordin.

Sime Darby Property received the ISO 50001: 2011 certification from SIRIM QAS International
Sdn Bhd
Sime Darby Property became the first organisation in Malaysia to receive the ISO15000:2011
certification from SIRIM QAS International for successfully implementing an energy management
system on its property assets. Despite being a 20 year-old building, Wisma Sime Darby, where
the Group Head Office is located, managed to obtain this Gold Standard in Energy Management
System.

December Tractors Malaysia Organised the Construction and Infrastructure Equipment Exhibition (CIEX)
For the first time, Tractors Malaysia organised CIEX, the biggest Caterpillar heavy equipment
exhibition in Malaysia. Held at the Tractors Engineering Complex in Puchong from
5-8 December 2012, CIEX showcased over 30 Caterpillar heavy equipment, products and
services. Tractors Malaysia also launched the Cat 773E Off-Highway Trucks and Cat 740B
Articulated Dumb Trucks in conjunction with the exhibition.

ParkCity Medical Centre (formerly known as Sime Darby Medical Centre ParkCity) Opens
Ramsay Sime Darby Health Care’s (formerly known as Sime Darby Healthcare) soft launch of its
third medical centre, PMC, took place on 12 December 2012. The 300-bed hospital is a full-
fledged multi-disciplinary hospital focusing on women and children’s health as well as elderly
health.

CEL Clinches Mining Equipment Deal with Xinjiang Construction Company


CEL secured the sale of mining equipment to Qing’an, one of the contractors for the Shenhua
Group, the largest coal production company in the world. The mining equipment purchased
include six units of Cat 793D Off-Highway Trucks (OHT), 14 units of 777D OHTs, one 6040
electric-drive hydraulic shovel and five units of Cat 390D Hydraulic excavators. These, together
with six units of Cat 777D OHTs sold in 2011, represents CEL’s strength and capability in serving
mining customers in Xinjiang.

Weifang Sime Darby Port Co Ltd (WSDP) Launches Container Line Operations
WSDP, the first container handling service provider in Weifang City and the sole port operator
of container lines in Shandong’s Yellow River Delta, reached a milestone with the launch of its
container line operations. The launch also signified the inaugural shipment of containers for
Weifang Port and allows the port to offer customers a convenient and cost-efficient shipping
option into the hinterland areas of the central Shandong province.

First MINI Showroom Opens in Changsha, China


Sime Darby Motors opened its first MINI showroom in Changsha, China. The showroom is
equipped with comprehensive MINI-styled facilities and displays the newest range of MINI
models.
Sime Darby Berhad | Annual Report 2013
180
CORPORATE DIARY

CORPORATE
DIARY
2013
January Inaugural Sales Launch in Malaysia for Battersea Power Station
The Malaysian sales launch for the Battersea Power Station redevelopment project in London
was officiated by Dato’ Seri Chor Chee Heung, Minister of Housing and Local Government on
12 January 2013 at the Setia International Centre in Bangsar. Sime Darby Property, together
with consortium partners S P Setia and Employees Provident Fund are redeveloping the iconic
39-acre site in London.

February Sime Darby Motors Takes Over Citroen


Sime Darby Motors took over the operations of Citroen under a global Peugeot-Citroen plan to
combine both brands under a single distributorship in Australia and New Zealand.
Sime Darby Berhad | Annual Report 2013
181
CORPORATE DIARY

March Housing Scheme for Plantation Workers


The Sime Darby Plantation Housing Scheme, a new housing initiative for current and retired
Malaysian plantation workers in Carey Island, was launched by the Prime Minister of Malaysia,
Dato’ Sri Mohd Najib bin Tun Abdul Razak on 8 March 2013. This scheme is a collaborative effort
between Sime Darby Property, Sime Darby Plantation and Yayasan Sime Darby.

Joint Venture with Ramsay Health Care Ltd Announced


Sime Darby Berhad entered into a joint venture agreement with Australia’s largest private
hospital group, Ramsay Health Care Ltd, on 26 March 2013. The joint venture entity, called
Ramsay Sime Darby Health Care (RSDHC), consolidates all Sime Darby’s portfolio of healthcare
assets in Malaysia with Ramsay’s three hospitals in Indonesia.

Going Pink for Charity


Tractors Malaysia initiated the Pink Xcavator for Cancer Research (PIXCR) programme in an
effort to promote cancer awareness and raise RM100,000 for the Cancer Research Initiative
Foundation (CARIF). Under this programme, a Caterpillar 320D Hydraulic Excavator which has
been painted pink is available for rental to Tractors Malaysia’s customers for a 12-month period
beginning March 2013.

Sime Darby Property Launches ‘Green Heart - Young Sustainability Ambassador Programme’
The ‘Green Heart - Sime Darby Property Young Sustainability Ambassador Programme’ was
launched on 25 March 2013 to empower employees’ children to learn the importance of
sustainable living as well as preservation of the earth and the environment. The programme also
aims to inculcate social and leadership skills among the children.

April New Range Rover Model Unveiled


Range Rover (Malaysia) introduced its new Range Rover model to the Malaysian market. This
model features the world’s first all-aluminium monocoque body.

May Sime Darby Property Launches Affordable Homes at Bandar Bukit Raja
Phase One of Sime Darby Property’s Affordable Homes in Bandar Bukit Raja, comprising 321
units of double-storey terrace homes, was launched by the Prime Minister of Malaysia, Dato’ Sri
Mohd Najib Tun Abdul Razak on 3 May 2013.

June Motors Division Launches Three New Models


Sime Darby Motors introduced three new models to the Malaysian market:
• Ford presented its latest addition to its Malaysian line-up, the segment-redefining Ford Kuga.
• Hyundai Santa Fe (Malaysia) and Hyundai-Sime Darby Motors unveiled the Inokom Santa Fe,
a seven-seater mid-sized Sport Utility Vehicle (SUV), licensed by Hyundai.
• BMW launched the MINI Countryman from the Inokom assembly line.
182 Sime Darby Berhad | Annual Report 2013

Statement on
Directors’ Responsibility

The Directors are required by the Companies Act, 1965 (Act) to prepare financial statements for each financial year
which give a true and fair view of the state of affairs of the Group and the Company at the end of the financial year
and the results and the cash flows of the Group and the Company for the financial year. As required by the Act and the
Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the financial statements have been prepared
in accordance with the Financial Reporting Standards issued by the Malaysian Accounting Standards Board and the
provisions of the Act.
The Directors consider that in preparing the financial statements for the financial year ended 30 June 2013 set out
on pages 195 to 353, the Group has used the appropriate accounting policies, consistently applied and supported by
reasonable and prudent judgements and estimates. The Directors have responsibility for ensuring that the Group and the
Company keeps accounting records which disclose with reasonable accuracy the financial position of the Group and the
Company and enable them to secure that the financial statements comply with the Act. The Directors have the general
responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities.
This statement is made in accordance with a resolution of the Board of Directors dated 24 September 2013.
Sime Darby Berhad | Annual Report 2013 183

REPORTS AND
FINANCIAL
STATEMENTS
FOR THE
YEAR ENDED
30 JUNE 2013
184 Sime Darby Berhad | Annual Report 2013

CONTENTS
185 Directors’ Report
191 Statement by Directors
192 Statutory Declaration
193 Auditors’ Report
195 Financial Statements
195 Statements of Profit or Loss
196 Statements of Comprehensive Income
198 Statements of Financial Position
200 Statements of Changes in Equity
202 Statements of Cash Flows
206 Notes to the Financial Statements
1 General Information 30 Accrued Billings and Others
2 Basis of Preparation 31 Construction Contracts
3 Summary of Principal Accounting Policies 32 Cash Held under Housing Development Accounts
4 Critical Accounting Estimates and Judgement 33 Bank Balances, Deposits and Cash
in Applying Accounting Policies 34 Non-Current Assets Held for Sale and Liabilities
5 Revenue Associated with Assets Held for Sale
6 Operating Expenses 35 Share Capital
7 Other Operating Income 36 Performance-Based Employee Share Scheme
8 Jointly Controlled Entities 37 Reserves
9 Associates 38 Borrowings
10 Finance Income 39 Finance Lease Obligation
11 Finance Costs 40 Payables
12 Tax Expense 41 Provisions
13 Discontinued Operations 42 Retirement Benefits
14 Earnings Per Share 43 Deferred Income
15 Dividends 44 Progress Billings and Others
16 Other Comprehensive Income 45 Contingent Liabilities and Commitments
17 Property, Plant and Equipment 46 Material Litigation
18 Biological Assets 47 Acquisitions
19 Prepaid Lease Rentals 48 Disposals
20 Investment Properties 49 Segment Information – Group
21 Land Held for Property Development 50 Related Parties
22 Subsidiaries 51 Financial Instruments
23 Available-for-sale Investments 52 Financial Risk and Capital Management
24 Intangible Assets 53 Holding Companies
25 Deferred Tax 54 List of Subsidiaries, Jointly Controlled Entities
26 Derivatives and Associates
27 Receivables 55 Comparatives
28 Inventories 56 Approval of Financial Statements
29 Property Development Costs

354 Supplementary Information


Sime Darby Berhad | Annual Report 2013 185

DIRECTORS’
REPORT
For the financial year ended 30 June 2013

The Directors are pleased to present their Report together with the audited financial statements of the Group and of the
Company for the financial year ended 30 June 2013.

Principal Activities
The Company is principally an investment holding company. The principal activities of the subsidiaries, jointly controlled
entities and associates are as stated in Note 54 to the financial statements.
The principal activities of the Group were previously divided into six businesses namely, Plantation, Property, Industrial,
Motors, Energy & Utilities and Healthcare. Following the completion of a joint venture arrangement on the Healthcare
business on 30 June 2013, the Group has reclassified Healthcare as part of other businesses. Details of the joint venture
arrangement are described in the section on Changes in Group Composition in this Report.
Other than the above, there were no significant changes in the nature of the Group’s activities during the financial year.

Financial Results
The results of the Group and of the Company for the financial year ended 30 June 2013 are as follows:

Group Company
RM million RM million
Profit before tax 4,462.2 1,708.0
Tax expense (983.0) 1.8
Profit from continuing operations 3,479.2 1,709.8
Profit from discontinued operations 352.4 –
Profit for the year 3,831.6 1,709.8

Attributable to owners of :
- the Company
- from continuing operations 3,348.2 1,709.8
- from discontinued operations 352.4 –
3,700.6 1,709.8
- non-controlling interests 131.0 –
Profit for the year 3,831.6 1,709.8

Dividends
Since the end of the previous financial year, the Company has paid the following dividends:

RM million
a. Final single tier dividend of 25.0 sen per share paid on 14 December 2012 in respect of the
financial year ended 30 June 2012; and 1,502.4
b. Interim single tier dividend of 7.0 sen per share paid on 10 May 2013 in respect of the
financial year ended 30 June 2013 420.7

On 29 August 2013, the Directors recommended the payment of a final single tier dividend of 27.0 sen per share for the
financial year ended 30 June 2013 amounting to RM1,622.6 million (final dividend). The entitlement and payment dates
for the final dividend will be announced later. The proposed final dividend is subject to the approval of the shareholders
of the Company at the forthcoming Annual General Meeting.
Sime Darby Berhad | Annual Report 2013
186
DIRECTORS’ REPORT

Dividends (continued)
Subject to the relevant regulatory approvals and the shareholders’ approval being obtained at an Extraordinary General
Meeting to be convened, the Company proposes to undertake a dividend reinvestment plan (Proposed DRP). The
Directors have determined that the Proposed DRP, if approved, will apply to the final dividend and shareholders of the
Company will be given an option to elect to reinvest the entire final dividend in new ordinary share(s) of RM0.50 each
in the Company (Sime Darby Shares) in accordance with the Proposed DRP. The Directors have also determined that the
issue price of the new Sime Darby Shares to be issued pursuant to the final dividend will be at a 5% discount to the volume
weighted average market price of the Sime Darby Shares for the 5 market days immediately prior to the price fixing date,
which will be announced later.

Reserves and Provisions


All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.

Share Capital and Debentures


There were no issuances of shares and debentures during the financial year.

Performance-Based Employee Share Scheme


At the Extraordinary General Meeting held on 8 November 2012, the Company’s shareholders approved the establishment
of a performance-based employee share scheme (the Scheme) under which new ordinary shares of RM0.50 each in the
Company will be granted to eligible employees and executive directors of the Group. The Scheme was effected on 15
January 2013 following the submission of the By-Laws for the Scheme to Bursa Malaysia Securities Berhad, the receipt
of all required approvals and the compliance with the requirements pertaining to the Scheme.
The salient features of the Scheme are as disclosed in Note 36 to the financial statements. As at the date of this Report,
the Company has yet to grant any shares under the Scheme.

Changes in Group Composition


The major changes in Group composition during the financial year are as follows:
a. Plantation
On 17 December 2012, Sime Darby Plantation Sdn Bhd completed the disposal of its entire 49% equity interest in
Tenom Crumb Sdn Bhd to Sabah Rubber Industry Board for a cash consideration of RM3.0 million.
b. Property
i. On 4 July 2012, the Group, S P Setia Berhad and Kwasa Global (Jersey) Limited entered into a Subscription
and Shareholders’ Agreement to regulate their participation in Battersea Project Holding Company Limited
(BPHC), a company established in Jersey in the agreed proportion of 40%, 40% and 20%, respectively. BPHC
via its subsidiary, Battersea Project Land Company Limited, completed the acquisition of the Battersea Power
Station site in London, United Kingdom on 4 September 2012 for GBP400.0 million (equivalent to RM1,972.0
million).
ii. On 6 November 2012, Sime Darby Johor Development Sdn Bhd (SDJD), Tunas Selatan Pagoh Sdn Bhd (TSP)
and Sime Darby Property Selatan Sdn Bhd (SDPS) entered into a Shareholders’ Agreement to regulate the
relationship between SDJD and TSP as shareholders of SDPS for the development of the Pagoh Education Hub.
SDPS, via four wholly owned subsidiaries, had on 7 November 2012, entered into four separate concession
agreements (CAs) with Universiti Tun Hussein Onn Malaysia, International Islamic University Malaysia,
Universiti Teknologi Malaysia and the Government of Malaysia to undertake the planning, design, financing,
construction, landscaping, equipping, installation, completion, testing and commissioning of facilities and
infrastructure, including carrying out the asset management services for the respective universities and Pagoh
Polytechnic and the shared facilities, collectively known as the Pagoh Education Hub on a Private Finance
Initiative basis under the concept of “Build-Lease-Maintain-Transfer”. The concession period of the CAs is
twenty three years, including the construction period of three years.
iii. On 27 May 2013, Sime Darby Property (Amston) Pte Ltd completed the disposal of its entire 49% equity
interest in Bluefields Investments Pte Ltd to Mount Claremont Investments Pte Ltd for a cash consideration
of SGD3.5 million (equivalent to RM8.7 million).
Sime Darby Berhad | Annual Report 2013
187
DIRECTORS’ REPORT

Changes in Group Composition (continued)


The major changes in Group composition during the financial year are as follows: (continued)

c. Industrial
On 9 July 2012, Hastings Deering (Australia) Ltd acquired 31.67% of the equity interest in Nova Power Pty Ltd
(Nova Power) and on 21 June 2013, increased its interest to 33.70% for a total cash consideration of AUD2.4 million
(equivalent to RM7.5 million). The principal activity of Nova Power is the provision of low emission power to support
electricity distribution networks.
d. Motors
On 3 July 2012, Sime Darby Motors Group (Australia) Pty Limited acquired 2 ordinary shares of AUD1.00 each in
Sime Darby Motors Retail (Australia) Pty Limited (SDMRA), representing the entire issued and paid-up share capital
of SDMRA at par for cash. The principal activity of SDMRA is to operate motor dealerships in Australia. On 6 July
2012, SDMRA completed the acquisition of Porsche Centre Parramatta, Sydney for a cash consideration of AUD4.3
million (equivalent to RM14.0 million).
e. Energy & Utilities
i. On 17 October 2012, Sime Darby Marine (Hong Kong) Pte Ltd completed the disposal of its entire 50% equity
interest in Halani Sime Offshore (L) Inc to Halani International Ltd for a cash consideration of HKD17.4 million
(equivalent to RM7.0 million).
ii. On 6 November 2012, Sime Darby Energy Sdn Bhd (SDE) completed the acquisition of the remaining 30%
equity interest in Chubb Malaysia Sendirian Berhad from Gunnebo Holdings APS for a cash consideration of
RM8.8 million.
iii. On 29 November 2012, Sime Darby Overseas (HK) Limited (SDOHK) entered into equity purchase agreements
for the acquisition of the remaining 51% equity interest in its jointly controlled entities, Weifang Weigang
Dredging Project Co Ltd (WWDP) and Weifang Weigang Tugboat Services Co Ltd from Beijing Yintong Guoji
Investment Advisory Co Ltd for a cash consideration of RMB36.7 million and RMB15.3 million respectively
(equivalent to RM18.4 million and RM7.7 million respectively). Consequently, both entities and Weifang
Binhai Haiwei Dredging Project Co Ltd, subsidiary of WWDP, became subsidiaries of the Group.
iv. On 2 January 2013, SDE completed the disposal of its entire equity interest of 50% + 1 share in Sime-SIRIM
Technologies Sdn Bhd to SIRIM Berhad for a cash consideration of RM9.9 million.
v. On 14 May 2013, SDE completed the disposal of its entire 40% equity interest in Mustang Sime Darby Sdn Bhd
to Mustang Engineering Limited for a cash consideration of RM0.5 million.
vi. On 28 June 2013, Weifang Sime Darby West Port Co Ltd (WSDWP), Weifang Sime Darby Liquid Terminal Co
Ltd (WSDLT) and Weifang Sime Darby General Terminal Co Ltd (WSDGT) were incorporated in China with the
registered share capital of RMB200 million each held by SDOHK (99%) and Weifang Sime Darby Port Co Ltd
(1%). The principal activities of WSDWP and WSDGT are port construction, management and operation while
the principal activities of WSDLT are construction, management and operation of a liquid terminal.
f. Healthcare
On 26 March 2013, Sime Darby Holdings Berhad (SDH) entered into an arrangement with AH Holdings Health Care
Pty Ltd (AHHC), a wholly owned subsidiary of Ramsay Health Care Ltd, to establish a joint venture, whereby SDH
will divest its healthcare and education business (held under Sime Darby Healthcare Sdn Bhd), and AHHC will also
divest its Indonesian healthcare business into Sime Darby Global Healthcare Sdn Bhd (SDGH). Arising from the
divestments, both SDH and AHHC, as joint venturers will each have an equal shareholding in SDGH and, in addition,
SDH will also receive a cash consideration of RM390.0 million. SDGH was renamed Ramsay Sime Darby Health Care
Sdn Bhd on 12 April 2013.
The arrangement was completed on 30 June 2013 and the Group received a partial payment of RM187.3 million of
the total cash consideration of RM390.0 million on 1 July 2013. The balance of RM202.7 million shall be paid over
a three-year period. Consequent to the completion of the arrangement, the Group recognised a gain of RM340.6
million.
The joint venture is part of the Group’s strategy to accelerate the growth plans of its healthcare business to
penetrate and capture the rapidly growing opportunities in Asia.
Sime Darby Berhad | Annual Report 2013
188
DIRECTORS’ REPORT

Changes in Group Composition (continued)


The major changes in Group composition during the financial year are as follows: (continued)

g. Others
i. On 3 December 2012, Sime Darby Global Berhad (SDG) was incorporated in Malaysia. Its entire issued and
paid-up share capital is held by SDH. The principal activities of SDG comprise the establishment of a multi-
currency Islamic securities programme and to undertake all transactions in relation thereof.
ii. On 3 December 2012, Sime Darby Allied Products Berhad completed the acquisition of the remaining
30% equity interest in Sime Rengo Packaging (M) Sdn Bhd (SRP) from Rengo Company Limited for a cash
consideration of RM14.2 million. SRP changed its name to Sime Darby Packaging Sdn Bhd on 11 January 2013.

Directors
The Directors who have held office since the date of the last Report are as follows:
Dato’ Abdul Ghani Othman (Chairman) (Appointed on 1 July 2013)
Tan Sri Dato’ Sri Hamad Kama Piah Che Othman (Deputy Chairman)
Tan Sri Samsudin Osman
Tan Sri Dato’ Sri Dr Wan Abdul Aziz Wan Abdullah (Appointed on 10 December 2012)
Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin
Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Bugo
Tan Sri Datuk Dr Yusof Basiran
Tan Sri Dato’ Mohd Bakke Salleh
Datuk Zaiton Mohd Hassan
Dato Sri Lim Haw Kuang
Dato’ Henry Sackville Barlow
Dato’ Azmi Mohd Ali
Ir Dr Muhamad Fuad Abdullah (Appointed on 4 February 2013)
Tun Musa Hitam (Retired on 8 November 2012)
Dato’ Sreesanthan Eliathamby (Retired on 8 November 2012)

Directors’ Benefits
During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the object or
objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures
of, the Company or any other body corporate.
Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than
benefits disclosed as Director’s remuneration and benefits-in-kind in Note 6(c) to the financial statements) by reason of
a contract made by the Company or a related corporation with the Director or with a firm of which he or she is a member,
or with a company in which he or she has a substantial financial interest except for any benefits which may be deemed to
have arisen from the transactions disclosed in Note 50 to the financial statements.

Directors’ Interests in Shares


According to the Register of Directors’ Shareholdings, the Director who held office at the end of the financial year and
has interest in shares in or debentures of the Company is as follows:

Number of ordinary shares of RM0.50 each


At date of appointment Addition Disposal At 30 June 2013
Ir Dr Muhamad Fuad Abdullah 1,060 – – 1,060
Sime Darby Berhad | Annual Report 2013
189
DIRECTORS’ REPORT

Directors’ Interests in Shares (continued)


Other than as disclosed above, the Directors in office who held participatory interest made available by a subsidiary of
the Company up to the date of this Report are as follows:
Kuala Lumpur Golf & Country Club Berhad

Participatory interests Type of membership


Dato’ Abdul Ghani Othman Honorary
Tan Sri Samsudin Osman Honorary
Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin Honorary
Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Bugo Honorary
Tan Sri Datuk Dr Yusof Basiran Honorary
Tan Sri Dato’ Mohd Bakke Salleh Honorary
Dato Sri Lim Haw Kuang Honorary
Dato’ Henry Sackville Barlow Honorary
Dato’ Azmi Mohd Ali Honorary
Ir Dr Muhamad Fuad Abdullah Honorary

Statutory Information on the Financial Statements


a. Before the statements of profit or loss, comprehensive income and financial position of the Group and of the
Company were made out, the Directors took reasonable steps:
i. to ascertain that proper action had been taken in relation to the writing off of bad debts and the impairment
for doubtful debts, and satisfied themselves that all known bad debts had been written off and adequate
impairment had been made for doubtful debts; and
ii. to ensure that any current assets, which were unlikely to realise in the ordinary course of business, their values
as shown in the accounting records of the Group and of the Company, have been written down to amounts
which they might be expected to realise.
b. At the date of this Report, the Directors are not aware of any circumstances:
i. which would render the amount written off for bad debts or the amount of impairment for doubtful debts in
the financial statements of the Group and of the Company inadequate to any substantial extent; or
ii. which would render the values attributed to current assets in the financial statements of the Group and of the
Company misleading; or
iii. which have arisen which render adherence to the existing method of valuation of assets or liabilities of the
Group and of the Company misleading or inappropriate.
c. As at the date of this Report:
i. there are no charges on the assets of the Group and of the Company which have arisen since the end of the
financial year to secure the liability of any other person; and
ii. there are no contingent liabilities in the Group and in the Company which have arisen since the end of the
financial year other than those arising in the ordinary course of business.
d. At the date of this Report, the Directors are not aware of any circumstances not otherwise dealt with in the Report
or financial statements which would render any amount stated in the financial statements misleading.
e. No contingent or other liability has become enforceable or is likely to become enforceable within the period of
twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially
affect the ability of the Group and of the Company to meet their obligations as and when they fall due.
Sime Darby Berhad | Annual Report 2013
190
DIRECTORS’ REPORT

Statutory Information on the Financial Statements (continued)

f. In the opinion of the Directors:


i. the results of the operations of the Group and of the Company during the financial year were not substantially
affected by any item, transaction or event of a material and unusual nature except for the effect of the joint
venture and divestment of the Healthcare business as stated in Note 13 to the financial statements; and
ii. no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the
financial year and the date of this Report which is likely to affect substantially the results of the operations of
the Group and of the Company for the financial year in which this Report is made.

Immediate and Ultimate Holding Companies


The Directors regard Permodalan Nasional Berhad as its immediate holding company and Yayasan Pelaburan Bumiputra
as its ultimate holding company. Both companies are incorporated in Malaysia.

Auditors
The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.

Signed in accordance with a resolution of the Board of Directors dated 24 September 2013

Dato’ Abdul Ghani Othman Tan Sri Dato’ Mohd Bakke Salleh
Chairman President & Group Chief Executive/
Executive Director

Kuala Lumpur
24 September 2013
Sime Darby Berhad | Annual Report 2013 191

Statement By
Directors
Pursuant to Section 169 (15) of the Companies Act, 1965

We, Dato’ Abdul Ghani Othman and Tan Sri Dato’ Mohd Bakke Salleh, two of the Directors of Sime Darby Berhad, do
hereby state that, in the opinion of the Directors, the financial statements set out on pages 195 to 353 are drawn up so as
to give a true and fair view of the state of affairs of the Group and of the Company as at 30 June 2013 and of the results and
the cash flows of the Group and of the Company for the financial year ended on that date, in accordance with the Financial
Reporting Standards issued by the Malaysian Accounting Standards Board and the provisions of the Companies Act, 1965.
The supplementary information set out in Note 57 on page 354 have been prepared in accordance with the Guidance on
Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to
Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.
Signed in accordance with a resolution of the Board of Directors dated 24 September 2013

Dato’ Abdul Ghani Othman Tan Sri Dato’ Mohd Bakke Salleh
Chairman President & Group Chief Executive/
Executive Director

Kuala Lumpur
24 September 2013
192 Sime Darby Berhad | Annual Report 2013

Statutory
Declaration
Pursuant to Section 169 (16) of the Companies Act, 1965

I, Tong Poh Keow, the officer primarily responsible for the financial management of Sime Darby Berhad, do solemnly and
sincerely declare that the financial statements set out on pages 195 to 353 are, to the best of my knowledge and belief,
correct, and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions
of the Statutory Declarations Act, 1960.

Tong Poh Keow


(MIA 4625)
Group Chief Financial Officer

SUBSCRIBED AND SOLEMNLY DECLARED by the abovenamed Tong Poh Keow, at Kuala Lumpur, Malaysia on
24 September 2013.
Before me,

S. Inderaju
Commissioner for Oaths (No. W451)
Kuala Lumpur
Sime Darby Berhad | Annual Report 2013 193

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF SIME DARBY BERHAD
(Incorporated in Malaysia)

REPORT ON THE FINANCIAL STATEMENTS


We have audited the financial statements of Sime Darby Berhad on pages 195 to 353, which comprise the statements of
financial position as at 30 June 2013 of the Group and of the Company, and the statements of profit or loss, comprehensive
income, changes in equity and cash flows of the Group and of the Company for the year then ended, and a summary of
significant accounting policies and other explanatory notes, as set out on Notes 1 to 56.

Directors’ Responsibility for the Financial Statements


The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view
in accordance with Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. The
Directors are also responsible for such internal control as the Directors determine are necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgement, including the assessment of risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider
internal control relevant to the entity’s preparation of the financial statements that give a true and fair view in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company
as of 30 June 2013 and of their financial performance and cash flows for the year then ended in accordance with Financial
Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.

PricewaterhouseCoopers (AF 1146), Chartered Accountants,


Level 10, 1 Sentral, Jalan Travers, Kuala Lumpur Sentral, P.O.Box 10192, 50706 Kuala Lumpur, Malaysia
T: +60(3) 2173 1188, F: +60(3) 2173 1288, www.pwc.com/my
194 Sime Darby Berhad | Annual Report 2013

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF SIME DARBY BERHAD (CONTINUED)
(Incorporated in Malaysia)

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS


In accordance with the requirements of the Companies Act, 1965 (the Act) in Malaysia, we also report the following:
a. In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company
and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions
of the Act.
b. We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not
acted as auditors, which are indicated in Note 54 to the financial statements.
c. We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s
financial statements are in form and content appropriate and proper for the purposes of the preparation of the
financial statements of the Group and we have received satisfactory information and explanations required by us
for those purposes.
d. The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse
comment made under Section 174(3) of the Act.

OTHER REPORTING RESPONSIBILITIES


The supplementary information set out in Note 57 on page 354 is disclosed to meet the requirement of Bursa Malaysia
Securities Berhad (Bursa Malaysia) and is not part of the financial statements. The Directors are responsible for the
preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of
Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Listing Requirements,
as issued by the Malaysian Institute of Accountants (MIA Guidance) and the directive of Bursa Malaysia. In our opinion,
the supplementary information is prepared in all material respects, in accordance with the MIA Guidance and the directive
of Bursa Malaysia.

OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies
Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of
this report.

PRICEWATERHOUSECOOPERS MOHAMMAD FAIZ BIN MOHAMMAD AZMI


(No. AF: 1146) (No. 2025/03/14 (J))
Chartered Accountants Chartered Accountant

Kuala Lumpur
24 September 2013
Sime Darby Berhad | Annual Report 2013
195
FINANCIAL STATEMENTS

STATEMENTS OF
PROFIT OR LOSS
For the financial year ended 30 June 2013
Amounts in RM million unless otherwise stated

Group Company
Note 2013 2012 2013 2012

Revenue 5 46,812.3 47,254.5 1,685.0 2,733.3


Operating expenses 6 (43,689.4) (42,790.8) (88.2) (15.0)
Other operating income 7 1,518.2 1,323.1 76.0 10.9
Operating profit 4,641.1 5,786.8 1,672.8 2,729.2
Share of results of jointly controlled entities 8(a) 25.9 14.2 – –
Share of results of associates 9(a) 115.2 100.4 – –
Profit before interest and tax 4,782.2 5,901.4 1,672.8 2,729.2
Finance income 10 127.3 178.6 197.2 160.3
Finance costs 11 (447.3) (385.5) (162.0) (227.7)
Profit before tax 4,462.2 5,694.5 1,708.0 2,661.8
Tax expense 12 (983.0) (1,301.7) 1.8 16.1
Profit from continuing operations 3,479.2 4,392.8 1,709.8 2,677.9
Profit/(loss) from discontinued operations
(net of tax) 13(a) 352.4 (46.4) – –
Profit for the year 3,831.6 4,346.4 1,709.8 2,677.9

Profit/(loss) for the year attributable to owners of:


- the Company
from continuing operations 3,348.2 4,196.6 1,709.8 2,677.9
from discontinued operations 352.4 (46.4) – –
3,700.6 4,150.2 1,709.8 2,677.9
- non-controlling interests 131.0 196.2 – –
3,831.6 4,346.4 1,709.8 2,677.9

Sen Sen
Earnings/(loss) per share attributable to owners
of the Company: 14
Basic
- from continuing operations 55.72 69.83
- from discontinued operations 5.86 (0.77)
61.58 69.06
Diluted
- from continuing operations 55.71 69.83
- from discontinued operations 5.86 (0.77)
61.57 69.06

The notes on pages 206 to 353 form an integral part of these financial statements.
Sime Darby Berhad | Annual Report 2013
196
FINANCIAL STATEMENTS

Statements of
Comprehensive Income
For the financial year ended 30 June 2013
Amounts in RM million unless otherwise stated

Group Company
Note 2013 2012 2013 2012

Profit for the year 3,831.6 4,346.4 1,709.8 2,677.9

Other comprehensive income/(loss)


Items that will be reclassified subsequently to
profit or loss
Currency translation differences:
- subsidiaries (639.0) 14.0 – –
- jointly controlled entities (7.9) (6.0) – –
- associates (7.9) (1.3) – –
Net change in fair value of:
- available-for-sale investments 17.1 33.9 – –
- cash flow hedges 57.0 (149.1) – –
Share of other comprehensive income of:
- jointly controlled entities 9.9 – – –
- associates 0.8 5.5 – –
Tax expense (13.8) 15.4 – –
(583.8) (87.6) – –

Items that will not be reclassified subsequently


to profit or loss
Actuarial losses on defined benefit pension plans (19.0) (33.1) – –
Share of actuarial losses on defined benefit
pension plans of a jointly controlled entity (48.0) – – –
Tax expense 2.8 (3.0) – –
(64.2) (36.1) – –

Reclassification adjustments from equity


Reclassified to profit or loss:
- currency translation differences on:
- repayment of investment in subsidiaries 17.7 – – –
- disposal/liquidation of subsidiaries – (9.5) – –
- changes in fair value on disposal of available-
for-sale investment (0.2) (36.7) – –
- changes in fair value of cash flow hedges as
adjustment to revenue and other income (114.0) (4.8) – –
Reclassified changes in fair value of cash flow
hedges to inventories 0.6 (11.9) – –
Tax expense 35.2 11.0 – –
(60.7) (51.9) – –
Sime Darby Berhad | Annual Report 2013
197
FINANCIAL STATEMENTS

Statements of Comprehensive Income


For the financial year ended 30 June 2013 (continued)

Amounts in RM million unless otherwise stated

Group Company
Note 2013 2012 2013 2012

Total other comprehensive loss from continuing


operations (708.7) (175.6) – –
Other comprehensive loss from discontinued
operations 13 – (4.6) – –
16 (708.7) (180.2) – –

Total comprehensive income for the year 3,122.9 4,166.2 1,709.8 2,677.9

Total comprehensive income/(loss) for the year


attributable to owners of:
- the Company
from continuing operations 2,652.6 4,022.3 1,709.8 2,677.9
from discontinued operations 352.4 (51.0) – –
3,005.0 3,971.3 1,709.8 2,677.9
- non-controlling interests 117.9 194.9 – –
3,122.9 4,166.2 1,709.8 2,677.9

The notes on pages 206 to 353 form an integral part of these financial statements.
Sime Darby Berhad | Annual Report 2013
198
FINANCIAL STATEMENTS

Statements of
financial position
As at 30 June 2013
Amounts in RM million unless otherwise stated

Group Company
Note 2013 2012 2013 2012

NON-CURRENT ASSETS
Property, plant and equipment 17 14,096.4 14,003.7 – –
Biological assets 18 2,498.5 2,417.1 – –
Prepaid lease rentals 19 1,141.1 1,115.9 – –
Investment properties 20 633.4 374.8 – –
Land held for property development 21 864.2 835.2 – –
Subsidiaries 22 – – 6,325.4 6,059.1
Jointly controlled entities 8(b) 1,295.8 284.1 – –
Associates 9(b) 1,585.8 1,492.4 – –
Available-for-sale investments 23 118.7 111.8 – –
Intangible assets 24 915.0 864.5 – –
Deferred tax assets 25 924.0 819.6 – –
Tax recoverable 391.0 331.8 – –
Derivatives 26 136.9 3.2 – –
Receivables 27 656.5 442.2 4,942.2 1,700.0
25,257.3 23,096.3 11,267.6 7,759.1

CURRENT ASSETS
Inventories 28 8,714.5 9,491.9 – –
Property development costs 29 2,068.3 1,764.3 – –
Receivables 27 6,057.2 6,932.0 6,754.9 8,393.5
Accrued billings and others 30 1,244.2 1,561.6 – 18.0
Tax recoverable 287.1 128.7 – –
Derivatives 26 45.3 28.6 – –
Cash held under Housing Development Accounts 32 560.3 540.9 – –
Bank balances, deposits and cash 33 4,093.5 4,564.7 317.5 315.1
23,070.4 25,012.7 7,072.4 8,726.6

Non-current assets held for sale 34 130.4 42.2 – –

TOTAL ASSETS 48,458.1 48,151.2 18,340.0 16,485.7


Sime Darby Berhad | Annual Report 2013
199
FINANCIAL STATEMENTS

Statements of Financial Position


As at 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

Group Company
Note 2013 2012 2013 2012

EQUITY
Share capital 35 3,004.7 3,004.7 3,004.7 3,004.7
Share premium 100.6 100.6 100.6 100.6
Reserves 37 7,228.9 7,855.4 5,725.1 5,725.1
Retained profits 16,762.1 15,055.4 3,964.1 4,177.4
ATTRIBUTABLE TO OWNERS OF THE COMPANY 27,096.3 26,016.1 12,794.5 13,007.8
Non-controlling interests 884.8 873.8 – –
TOTAL EQUITY 27,981.1 26,889.9 12,794.5 13,007.8

NON-CURRENT LIABILITIES
Borrowings 38 7,993.4 3,930.8 2,400.0 1,700.0
Finance lease obligation 39 157.8 – – –
Payables 40 – – 2,529.5 –
Provisions 41 92.0 83.6 – –
Retirement benefits 42 154.5 124.7 – –
Deferred income 43 291.0 183.7 – –
Deferred tax liabilities 25 642.2 537.1 3.2 –
Derivatives 26 1.9 52.7 – –
9,332.8 4,912.6 4,932.7 1,700.0

CURRENT LIABILITIES
Payables 40 8,235.8 9,432.4 112.8 127.9
Progress billings and others 44 80.0 64.5 – –
Borrowings 38 2,092.2 5,872.6 500.0 1,650.0
Finance lease obligation 39 6.5 – – –
Provisions 41 233.5 383.6 – –
Deferred income 43 61.6 51.2 – –
Tax payable 229.3 431.7 – –
Derivatives 26 115.0 112.7 – –
11,053.9 16,348.7 612.8 1,777.9

Liabilities associated with assets held for sale 34 90.3 – – –

TOTAL LIABILITIES 20,477.0 21,261.3 5,545.5 3,477.9

TOTAL EQUITY AND LIABILITIES 48,458.1 48,151.2 18,340.0 16,485.7

The notes on pages 206 to 353 form an integral part of these financial statements.
Sime Darby Berhad | Annual Report 2013
200
FINANCIAL STATEMENTS

Statements of
CHANGES IN EQUITY
For the financial year ended 30 June 2013
Amounts in RM million unless otherwise stated

Attributable
to owners Non-
Group Share Share Retained of the controlling Total
2013 Note capital premium Reserves profits Company interests equity

At 1 July 2012 3,004.7 100.6 7,855.4 15,055.4 26,016.1 873.8 26,889.9


Profit for the year – – – 3,700.6 3,700.6 131.0 3,831.6
Other comprehensive loss
for the year 16 – – (631.7) (63.9) (695.6) (13.1) (708.7)
Total comprehensive
(loss)/income – – (631.7) 3,636.7 3,005.0 117.9 3,122.9
Share of capital reserve
of associates – – 2.8 – 2.8 – 2.8
Transfer between reserves – – 2.4 (2.4) – – –
Transactions with owners:
- issue of shares in
subsidiaries – – – – – 9.5 9.5
- acquisition of non-wholly
owned subsidiaries 47(a) – – – – – 11.3 11.3
- acquisition of non-
controlling interests 47(b) – – – (4.5) (4.5) (18.5) (23.0)
- disposal of subsidiaries 48(a) – – – – – (4.7) (4.7)
- liquidation of
subsidiaries – – – – – (1.0) (1.0)
- dividends paid 15 – – – (1,923.1) (1,923.1) (103.5) (2,026.6)
At 30 June 2013 3,004.7 100.6 7,228.9 16,762.1 27,096.3 884.8 27,981.1

2012
At 1 July 2011 3,004.7 100.6 7,995.1 12,929.9 24,030.3 787.2 24,817.5
Profit for the year – – – 4,150.2 4,150.2 196.2 4,346.4
Other comprehensive loss
for the year 16 – – (142.9) (36.0) (178.9) (1.3) (180.2)
Total comprehensive
(loss)/income – – (142.9) 4,114.2 3,971.3 194.9 4,166.2
Transfer between reserves – – 3.2 (3.2) – – –
Transactions with owners:
- acquisition of a non-
wholly owned
subsidiary – – – – – 1.0 1.0
- acquisition of non-
controlling interest – – – (62.4) (62.4) (34.2) (96.6)
- dividends paid 15 – – – (1,923.1) (1,923.1) (75.1) (1,998.2)
At 30 June 2012 3,004.7 100.6 7,855.4 15,055.4 26,016.1 873.8 26,889.9
Sime Darby Berhad | Annual Report 2013
201
FINANCIAL STATEMENTS

Statements of Changes in Equity


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

Company Share Share Retained Total


2013 Note capital premium Reserves profits equity

At 1 July 2012 3,004.7 100.6 5,725.1 4,177.4 13,007.8


Profit for the year – – – 1,709.8 1,709.8
Transactions with owners:
- dividends paid 15 – – – (1,923.1) (1,923.1)
At 30 June 2013 3,004.7 100.6 5,725.1 3,964.1 12,794.5

2012
At 1 July 2011 3,004.7 100.6 5,725.1 3,422.6 12,253.0
Profit for the year – – – 2,677.9 2,677.9
Transactions with owners:
- dividends paid 15 – – – (1,923.1) (1,923.1)
At 30 June 2012 3,004.7 100.6 5,725.1 4,177.4 13,007.8

An analysis of the movements in each category within reserves is set out in Note 37.

The notes on pages 206 to 353 form an integral part of these financial statements.
Sime Darby Berhad | Annual Report 2013
202
FINANCIAL STATEMENTS

Statements of
CASH FLOWs
For the financial year ended 30 June 2013
Amounts in RM million unless otherwise stated

Group Company
Note 2013 2012 2013 2012

Cash flow from operating activities


Profit from continuing operations 3,479.2 4,392.8 1,709.8 2,677.9
Adjustments for:
- dividends from subsidiaries – – (1,685.0) (2,733.3)
- amortisation of prepaid lease rentals 48.3 46.1 – –
- depreciation and amortisation 1,241.3 1,135.5 – –
- share of results of jointly controlled
entities and associates (141.1) (114.6) – –
- finance income (127.3) (178.6) (197.2) (160.3)
- finance costs 447.3 385.5 162.0 227.7
- tax expense 983.0 1,301.7 (1.8) (16.1)
- other non-cash items [note (a)] (149.1) (194.3) – (10.9)
Changes in working capital: 5,781.6 6,774.1 (12.2) (15.0)
- inventories and rental assets (4.4) (2,224.4) – –
- property development costs (273.8) (216.8) – –
- land held for property development (41.6) (5.2) – –
- receivables and others 409.4 (1,007.8) 17.3 (134.8)
- payables and others (901.5) 860.6 (1.4) 1.4
Cash generated from/(used in)
operations 4,969.7 4,180.5 3.7 (148.4)
Tax (paid)/refund (1,384.3) (1,686.4) 5.0 20.7
Dividends received from:
- subsidiaries – – 1,685.0 2,732.6
- jointly controlled entities 1.0 0.8 – –
- associates 33.9 63.4 – –
Income received from available-for-sale
investments 64.4 53.9 – –
Operating cash flow from continuing
operations 3,684.7 2,612.2 1,693.7 2,604.9
Operating cash flow from discontinued
operations 13 16.0 43.4 – –
Net cash from operating activities 3,700.7 2,655.6 1,693.7 2,604.9
Sime Darby Berhad | Annual Report 2013
203
FINANCIAL STATEMENTS

Statements of Cash Flows


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

Group Company
Note 2013 2012 2013 2012

Cash flow from investing activities


Finance income received 119.1 172.8 172.1 144.3
Proceeds from sale of property, plant
and equipment 775.3 75.8 – –
Proceeds from sale of investment
properties 26.6 61.3 – –
Net cash outflow from sale of
subsidiaries 48(a) (10.4) (1.5) – –
Proceeds from sale of a jointly controlled
entity 48(b) 7.0 – – –
Proceeds from sale of associates 48(c) 12.2 22.2 – –
Proceeds from sale of available-for-sale
investments 40.4 87.2 – –
Proceeds from liquidation of an
associate 4.7 – – –
Purchase of property, plant and
equipment (1,884.4) (1,426.7) – –
Costs incurred on biological assets (154.1) (70.1) – –
Payment for prepaid lease rentals (101.0) (98.9) – –
Purchase of investment properties (15.6) (1.3) – –
Acquisition of subsidiaries and
businesses 47(a) (7.3) (1,170.3) – –
Subscription of shares in subsidiaries – – (266.3) (1,240.1)
Subscription of shares in jointly
controlled entities (457.5) (12.9) – –
Acquisition and subscription of shares in
associates (25.8) (795.8) – –
Purchase of available-for-sale
investments (30.2) (10.0) – –
Purchase of intangible assets (73.9) (7.9) – –
(Increase)/decrease in amounts due from
subsidiaries – – (1,526.8) 1,377.4
Others (60.8) 11.2 – –
Investing cash flow (used in)/from
continuing operations (1,835.7) (3,164.9) (1,621.0) 281.6
Investing cash flow used in discontinued
operations 13 (325.7) (51.8) – –
Net cash (used in)/from investing
activities (2,161.4) (3,216.7) (1,621.0) 281.6
Sime Darby Berhad | Annual Report 2013
204
FINANCIAL STATEMENTS

Statements of Cash Flows


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

Group Company
Note 2013 2012 2013 2012

Cash flow from financing activities


Capital repayment and distribution by a
subsidiary to owners of non-controlling
interests (1.0) – – –
Purchase of additional interest in
subsidiaries 47(b) (23.0) – – –
Increase /(decrease) in amount due to a
subsidiary – – 2,453.9 (999.5)
Proceeds from shares issued to owners
of non-controlling interests 9.5 – – –
Finance costs paid (441.9) (425.7) (151.1) (145.7)
Long-term borrowings raised 4,757.5 1,893.9 700.0 –
Repayment of long-term borrowings (2,182.1) (491.8) (300.0) –
Revolving credits, trade facilities and
other short-term borrowings (net) (2,050.9) 1,164.5 (850.0) 150.0
Dividends paid (2,026.6) (1,998.2) (1,923.1) (1,923.1)
Financing cash flow (used in)/from
continuing operations (1,958.5) 142.7 (70.3) (2,918.3)
Financing cash flow from/(used in)
discontinued operations 13 48.0 (1.6) – –
Net cash (used in) /from financing
activities (1,910.5) 141.1 (70.3) (2,918.3)

Net (decrease)/increase in cash and cash


equivalents (371.2) (420.0) 2.4 (31.8)
Foreign exchange differences (103.0) (18.8) – –
Cash and cash equivalents at beginning
of the year 5,077.8 5,516.6 315.1 346.9
Cash and cash equivalents at end of the
year [note (b)] 4,603.6 5,077.8 317.5 315.1
Sime Darby Berhad | Annual Report 2013
205
FINANCIAL STATEMENTS

Statements of Cash Flows


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

Group Company
Note 2013 2012 2013 2012

a. Other non-cash items:

Income from available-for-sale


investments (64.4) (53.9) – –
Loss/(gain) on disposal of
- property, plant and equipment (70.7) (46.7) – –
- investment properties (10.7) (30.8) – –
- subsidiaries (5.2) 1.2 – –
- a jointly controlled entity (7.0) – – –
- associates (4.5) – – –
- available-for-sale investments (0.2) (66.4) – –
Write offs of :
- property, plant and equipment 18.5 17.7 – –
- biological assets 9.2 3.0 – –
Write-down of inventories (net) 60.9 80.8 – –
Impairment/(reversal of
impairment):
- property, plant and equipment (48.3) 13.3 – –
- biological assets – (0.3) – –
- prepaid lease rentals – (4.9) – –
- investment properties 5.3 (1.6) – –
- intangible assets 0.5 4.9 – –
- receivables 25.8 17.7 – –
Changes in fair value of derivatives (127.9) 19.4 – –
Unrealised foreign currencies
exchange loss/(gain) 153.8 51.8 – (10.9)
Reversal of provision for
performance guarantees and
bonds (84.2) (193.0) – –
Others – (6.5) – –
(149.1) (194.3) – (10.9)

b. Cash and cash equivalents at end of the year:

Cash held under Housing


Development Accounts 32 560.3 540.9 – –
Bank balances, deposits and cash 33 4,093.5 4,564.7 317.5 315.1
Bank overdrafts 38 (50.2) (27.8) – –
4,603.6 5,077.8 317.5 315.1

The notes on pages 206 to 353 form an integral part of these financial statements.
Sime Darby Berhad | Annual Report 2013
206
FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
For the financial year ended 30 June 2013
Amounts in RM million unless otherwise stated

1. General Information
The Company is principally an investment holding company. The principal activities of the subsidiaries, jointly
controlled entities and associates are as stated in Note 54.
The principal activities of the Group were previously divided into six businesses namely, Plantation, Property,
Industrial, Motors, Energy & Utilities and Healthcare. Following the completion of a joint venture arrangement on
the Healthcare business on 30 June 2013, the Group has reclassified Healthcare as part of other businesses. Details
of the joint venture arrangement are described in Note 48(a).
Other than the above, there were no significant changes in the nature of the Group’s activities during the financial
year.

2. Basis of Preparation
The financial statements of the Group and of the Company are prepared in accordance with the provisions of the
Companies Act, 1965 and comply with the Financial Reporting Standards (FRS) issued by the Malaysian Accounting
Standards Board (MASB). The financial statements have been prepared under the historical cost convention except
as disclosed in the summary of principal accounting policies.
In November 2011, the MASB issued the Malaysian Financial Reporting Standards Framework (MFRS Framework)
to replace the FRS Framework. MFRS Framework is a fully IFRS-compliant framework which is applicable for all
non-private entities for annual periods beginning on or after 1 January 2012, other than the Transitioning Entities
(TEs), which may defer adoption by three years in view of imminent changes which may change current accounting
treatments.
TEs are non-private entities within the scope of MFRS 141 – Agriculture and IC Interpretation 15 – Agreements for
the Construction of Real Estate, including their parent, significant investor and venturer.
The Group and the Company, being a TE, will continue to apply the existing FRS Framework and adopt the MFRS
Framework with effect from 1 July 2015.
a. Financial reporting standards under the existing FRS Framework that have been adopted in preparing these
financial statements
Revision and amendments to standards that have been adopted:
• Revised FRS 124 – Related Party Disclosures
Revised FRS 124 simplifies the definition of related party and provides partial exemption from disclosures
for government-related entities instead of full exemption.
• Amendments to FRS 7 – Financial Instruments : Disclosures
Amendments to FRS 7 stipulates the disclosure requirements for all transferred financial assets that are
not derecognised and also for any continuing involvement in a transferred financial asset.
• Amendments to FRS 101 – Presentation of Financial Statements
FRS 101 requires items of ‘other comprehensive income’ including their associated tax to be presented
into two groupings which consists of those that would not be reclassified subsequently to profit or loss
and those that will be reclassified subsequently to profit or loss when specific conditions are met.
The adoption of the above did not result in any significant changes to the Group’s and Company’s results and
financial position.
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207
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

2. Basis of Preparation (continued)


b. Financial reporting standards under the existing FRS Framework that have yet to be adopted in preparing
these financial statements
i. New, revision and amendments to standards and interpretations that will be effective for the annual
periods beginning on or after 1 January 2013:
• FRS 10 – Consolidated Financial Statements
FRS 10 replaces IC Interpretation 112 – Consolidation - Special Purpose Entities and the
consolidation section in FRS 127 – Consolidated and Separate Financial Statements. It defines and
sets out the principle of control to identify whether an investor controls an investee and establishes
control as the basis for consolidation.
• FRS 11 – Joint Arrangements
FRS 11 supersedes FRS 131 – Interests in Joint Ventures. It classifies joint arrangements into
two types – joint operations and joint ventures by focusing on the rights and obligations of the
arrangements. The option to proportionate consolidate joint venture’s results and financial
position in the venturer’s financial statements is no longer allowed.
• FRS 12 – Disclosure of Interests in Other Entities
FRS 12 provides disclosure requirements for all forms of interests in subsidiaries, joint arrangements,
associates and unconsolidated structured entities. Disclosures include significant judgements and
assumptions made in determining the nature of the entity’s interest in another entity and the risks
associated with those interests.
• FRS 13 – Fair Value Measurement
FRS 13 defines fair value, sets out the measurement framework and stipulates the disclosure
requirements. It explains how to measure fair value and does not change the measurement
objective as established in existing FRSs.
• Revised FRS 119 – Employee Benefits
Revised FRS 119 eliminates the limits of the “corridor approach” where only a portion of the
actuarial gains and losses is recognised to profit or loss.
• Revised FRS 127 – Separate Financial Statements
The revised FRS 127 only deals with the accounting and disclosure requirements for investments
in subsidiaries, associates and joint ventures in the separate financial statements of the parent.
• Revised FRS 128 – Investments in Associates and Joint Ventures
The revised FRS 128 prescribes the accounting for investment in associates as well as joint ventures
where the equity method of accounting is required in accordance with FRS 11.
• Amendments to FRS 7 – Financial Instruments: Disclosures
Amendments to FRS 7 sets out the additional disclosure requirements on the effects or potential
effects including any rights of a netting arrangement of a financial asset and a financial liability.
• Amendments to FRS 101 – Presentation of Financial Statements
Amendments to FRS 101 clarifies the difference between the minimum required comparative
information and the voluntary additional comparative information.
• Amendments to FRS 116 – Property, Plant and Equipment
Amendments to FRS 116 clarifies that items such as spare parts, stand-by equipment and servicing
equipment shall be recognised as property, plant and equipment when they meet the definition of
property, plant and equipment. Otherwise, such items are classified as inventory.
• Amendments to FRS 132 – Financial Instruments: Presentation
Amendments to FRS 132 clarifies that income tax relating to distributions to holders of an equity
instrument and to transaction costs of an equity transaction shall be accounted for in accordance
with FRS 112 Income Taxes.
• Amendments to FRS 134 – Interim Financial Reporting
Amendments to FRS 134 clarifies that an entity shall disclose the total assets and liabilities for a
particular reportable segment only when the amounts are regularly provided to the chief operating
decision maker and there has been a material change from the amount disclosed in the last annual
financial statements for that reportable segment.
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208
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

2. Basis of Preparation (continued)


b. Financial reporting standards under the existing FRS Framework that have yet to be adopted in preparing
these financial statements (continued)
ii. Amendments to standards that will be effective for annual periods beginning on or after 1 January 2014:
• Amendments to FRS 10 – Consolidated Financial Statements
Amendments to FRS 10 introduces exception to the principle that all subsidiaries shall be
consolidated. The amendments define an investment entity and require a parent that is an
investment entity to measure its investment in particular subsidiaries at fair value through profit
or loss instead of consolidating those subsidiaries in its consolidated financial statements.
• Amendments to FRS 12 – Disclosure of Interests in Other Entities
Amendments to FRS 12 offers new disclosure requirements for a parent when it becomes or ceased
to be an investment entity and also disclosure requirements for each unconsolidated subsidiary.
• Amendments to FRS 127 – Separate Financial Statements
Amendments to FRS 127 clarifies that if a parent is required, in accordance with paragraph 31 of
FRS 10, to measure its investment in a subsidiary at fair value through profit or loss, it shall also
account for its investment in that subsidiary in the same way in its separate financial statements.
• Amendments to FRS 132 – Financial Instruments: Presentation
Amendments to FRS 132 offers additional guidance on the criterion and right to offset a financial
asset and a financial liability following amendments made to FRS 7 – Financial Instruments:
Disclosures.
iii. New and amendments to standards that will be effective for annual periods beginning on or after 1
January 2015:
• FRS 9 – Financial Instruments
FRS 9 retains but simplifies the mixed measurement model and establishes two primary
measurement categories for financial instruments: amortised costs and fair value. All instruments
are to be measured at fair value except for debt instruments that qualify for amortised cost
accounting.
It allows an option to present fair value changes in equity instruments in profit or loss or other
comprehensive income and it is an irrevocable election on initial recognition.
Reclassification of financial liability between fair value and amortised cost is prohibited while
financial asset can only be reclassified when the entity changes its business model for managing
the financial asset. Any difference between the carrying amount and fair value on reclassification
is recognised in profit or loss.
• Amendments to FRS 7 – Financial Instruments: Disclosures
Amendments to FRS 7 prescribes the disclosure requirements on the classifications and
measurements of financial assets and liabilities in accordance with the requirement of FRS 9 upon
initial application.
Except as disclosed, the adoption of the above will not result in any significant changes to the Group’s and
Company’s results and financial position.

3. Summary of Principal Accounting Policies


These principal accounting policies have been applied consistently in dealing with items that are considered material
in relation to the financial statements, and to all the financial years presented, unless otherwise stated.
a. Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and all its subsidiaries
made up to the end of the financial year and are prepared using uniform accounting policies for like transactions
and other events in similar circumstances.
Sime Darby Berhad | Annual Report 2013
209
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

3. Summary of Principal Accounting Policies (continued)


a. Basis of consolidation (continued)
i. Subsidiaries
Subsidiaries are those enterprises in which the Group has a long-term equity interest and which are
controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern
the financial and operating policies of an enterprise so as to obtain benefits from its activities. The
existence and effect of potential voting rights that are currently exercisable or convertible are considered
when assessing whether the Group controls another entity.
Subsidiaries are consolidated using the acquisition method of accounting except for those subsidiaries
acquired under common control. Under the acquisition method of accounting, the financial statements
of subsidiaries are consolidated from the date on which control is transferred to the Group and de-
consolidated from the date when control ceases. The consideration is measured at the fair value of the
assets given, equity instruments issued and liabilities incurred at the date of exchange. Contingent
consideration is recorded at fair value as component of the purchase consideration with subsequent
adjustment resulting from events after the acquisition date taken to profit or loss. Acquisition related
costs are recognised as expenses when incurred.
In a business combination achieved in stages, previously held equity interests in the acquiree are re-
measured to fair value at the date of acquisition and any corresponding gain or loss is recognised in the
profit or loss.
Identifiable assets, liabilities and contingent liabilities assumed in a business combination are measured
at their fair values, at the date of acquisition. The excess of the consideration and the fair value of
previously held equity interests over the Group’s share of the fair value of the identifiable net assets
acquired at the date of acquisition is reflected as goodwill. Any gain from bargain purchase is recognised
directly in the profit or loss.
All intercompany transactions and balances are eliminated on consolidation. Unrealised losses on
transactions with and between Group companies are eliminated on consolidation to the extent of the
cost of the asset that can be recovered, and the balance that provides evidence of reduction in net
realisable value or an impairment of the asset transferred are recognised in the profit or loss.
When control ceases, the disposal proceeds, if any, and the fair value of any retained investment are
compared to the Group’s share of the net assets disposed. The difference together with the carrying
amount of allocated goodwill and the cumulative amount of any exchange differences that relate to the
subsidiary is recognised in the profit or loss as gain or loss on disposal of the subsidiary.
Non-controlling interests are presented on the statements of financial position and changes in equity
separate from equity attributable to owners of the Company. Non-controlling interests in the results of
the Group are presented in the statements of profit or loss and comprehensive income as an allocation
of the total profit or loss and total comprehensive income for the financial year between owners of non-
controlling interests and the Company.
Transactions with owners of non-controlling interests without a change in control are treated as
transactions with equity owners of the Group. For purchases of additional interests from owners of non-
controlling interests, the difference between the consideration paid and the non-controlling interests
acquired is recorded in equity. Similarly, in the case of partial disposal of interests to owners of non-
controlling interests, the difference between the consideration received and the amount by which the
non-controlling interest is adjusted is recognised in equity.
ii. Business combinations under common control
Business combinations under common control are accounted using the predecessor method of
merger accounting. Under the predecessor method of merger accounting, the profit or loss and other
comprehensive income include the results of each of the combining entities from the earliest date
presented or from the date when these entities came under the control of the common controlling party
(if later).
The assets and liabilities of the combining entities are accounted for based on the carrying amounts from
the perspective of the common controlling party, or the combining entities if the common controlling
party does not prepare consolidated financial statements.
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210
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

3. Summary of Principal Accounting Policies (continued)


a. Basis of consolidation (continued)
ii. Business combinations under common control (continued)
The difference in cost of acquisition over the aggregate carrying value of the assets and liabilities of
the combining entities as of the date of the combination is taken to equity. Transaction cost for the
combination is recognised in the profit or loss.
Similar treatment applies in the Company’s separate financial statements when assets and liabilities
representing the underlying businesses under common control are directly acquired by the Company.
In accounting for business combinations in the Company’s separate financial statements, the excess of
the cost of acquisition over the aggregate carrying amounts of assets and liabilities as of the date of the
combination is taken to equity.
iii. Jointly controlled entities
Jointly controlled entities are corporations, partnerships or other entities over which there is a
contractually agreed sharing of control by the Group with one or more parties where the strategic
financial and operating decisions relating to the entities require unanimous consent of the parties
sharing control. The Group’s interests in jointly controlled entities are accounted for in the consolidated
financial statements using the equity method of accounting.
Equity accounting involves recognising in the statements of profit or loss and comprehensive income, the
Group’s share of profits less losses and other comprehensive income of jointly controlled entities based
on their latest audited financial statements or management accounts. Where necessary, adjustments
are made to the results and net assets of jointly controlled entities to ensure consistency of accounting
policies with those of the Group. The Group’s investment in jointly controlled entities is recorded at cost
inclusive of goodwill and adjusted thereafter for accumulated impairment loss and the post-acquisition
change in the Group’s share of net assets of the jointly controlled entities.
Equity accounting is discontinued when the Group’s carrying amount of the interest in a jointly controlled
entity reaches zero, or reaches the limit of the obligations in the case when the Group has incurred
obligations or guaranteed obligations in respect of the jointly controlled entity.
Unrealised gains on transactions between the Group and its jointly controlled entities are eliminated to
the extent of the Group’s interest in the jointly controlled entities. Unrealised losses are also eliminated
on the same basis but only to the extent of the costs that can be recovered, and the balance that provides
evidence of reduction in net realisable value or an impairment of the assets transferred are recognised
in the profit or loss.
When joint control ceases, the disposal proceeds, if any, and the fair value of any retained investment
are compared to the carrying amount of the investment as of that date. The difference together with the
cumulative amount of any exchange differences that relate to the jointly controlled entity is recognised
in the profit or loss as gain or loss on disposal of the jointly controlled entity.
iv. Associates
Associates are entities in which the Group is in a position to exercise significant influence. Significant
influence is the power to participate in the financial and operating policy decisions, but not control over
those policies.
Investments in associates are accounted for in the consolidated financial statements using the
equity method of accounting and are initially recorded at cost. The Group’s investment in associates
includes goodwill identified on acquisition net of any accumulated impairment loss. For the purpose of
impairment, the entire carrying amount of each investment is tested as a single asset.
The Group’s share of its associates’ post-acquisition profits or losses is recognised in the profit or loss,
and its share of post-acquisition movements in reserves is recognised in other comprehensive income.
Where necessary, adjustments are made to the results and net assets of associates to ensure consistency
of accounting policies with those of the Group. The cumulative post-acquisition movements are adjusted
against the carrying amount of the investment.
Equity accounting is discontinued when the Group’s carrying amount of the investment in an associate
reaches zero, or reaches the limit of the obligations in the case when the Group has incurred obligations
or guaranteed obligations in respect of the associate.
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211
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

3. Summary of Principal Accounting Policies (continued)


a. Basis of consolidation (continued)
iv. Associates (continued)
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of
the Group’s interest in the associates. Unrealised losses are also eliminated on the same basis but only
to the extent of the costs that can be recovered, and the balance that provides evidence of reduction in
net realisable value or an impairment of the assets transferred are recognised in the profit or loss.
When significant influence ceases, the disposal proceeds, if any, and the fair value of any retained
investment are compared to the carrying amount of the investment as of that date. The difference
together with the cumulative amount of any exchange differences that relate to the associate is
recognised in the profit or loss as gain or loss on disposal of the associate.
b. Foreign currencies
i. Functional currency
Financial statements of subsidiaries, jointly controlled entities and associates are prepared using the
currency of the primary economic environment in which the entity operates, i.e. the functional currency.
The consolidated financial statements are presented in Ringgit Malaysia, which is the Company’s
functional currency and the Group’s presentation currency.
ii. Transactions and balances
Foreign currency transactions and monetary items are translated into the functional currency using the
exchange rates prevailing at the transaction dates and at the end of the reporting period, respectively.
Foreign exchange differences arising from settlement of such transactions and from the translation of
foreign currency monetary items at year end exchange rates are recognised in the profit or loss.
iii. Translation of foreign currency financial statements
For consolidation purposes, the results and financial position of all the group entities that have a
functional currency different from the Group’s presentation currency are translated into the Group’s
presentation currency as follows:
• income and expenses in the statements of profit or loss and comprehensive income are translated
at average exchange rates for the financial year;
• assets and liabilities in the statements of financial position, including goodwill and fair value
adjustments arising on the acquisition of a foreign entity are translated at exchange rates ruling at
the end of the reporting period; and
• all resulting translation differences are recognised in other comprehensive income
Intercompany loans where settlement is neither planned nor likely to occur in the foreseeable future, are
treated as part of the parent’s net investment. Translation differences arising therefrom are recognised
in other comprehensive income.
The cumulative translation differences recorded in exchange reserves in respect of a foreign subsidiary,
branch, jointly controlled entity or associate are recognised to profit or loss when control over the
subsidiary or branch, joint control over the jointly controlled entity or significant influence over the
associate is lost. In the case of partial disposal without losing control over a subsidiary with foreign
operation, proportionate share of the cumulative amount of the exchange differences is re-attributed
to non-controlling interests. For partial disposal of interest in a jointly controlled entity or investment
in an associate without losing the joint control or significant influence, the proportionate share of the
cumulative exchange differences recognised in other comprehensive income is reclassified from equity
to profit or loss.
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212
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

3. Summary of Principal Accounting Policies (continued)


b. Foreign currencies (continued)
iv. Principal exchange rates

Year end rates Average rates


2013 2012 2013 2012
RM RM RM RM
Australian dollar (AUD) 2.94 3.23 3.17 3.18
British pound (GBP) 4.85 4.97 4.84 4.88
Chinese renminbi (RMB) 0.52 0.50 0.49 0.48
European Union euro 4.15 4.00 3.99 4.14
Hong Kong dollar 0.41 0.41 0.40 0.40
Indonesian rupiah (1,000)(IDR) 0.32 0.34 0.32 0.34
New Zealand dollar 2.48 2.53 2.53 2.48
Singapore dollar (SGD) 2.51 2.50 2.49 2.45
Thailand baht 0.10 0.10 0.10 0.10
United States dollar (USD) 3.18 3.19 3.09 3.08
c. Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment
losses. Cost includes expenditure that is directly attributable to the acquisition of an asset or part of an asset.
The carrying amount of the replaced part is derecognised and all repairs and maintenance costs are charged
to the profit or loss during the financial year in which they are incurred.
Finance cost incurred on borrowings related to assets under construction is capitalised until the asset is ready
for its intended use.
Valuation adjustments on certain Malaysian plantation land and buildings were incorporated into the financial
statements. In 1998, the Group applied the transitional provision in MASB Approved Accounting Standard IAS
16 – Property, Plant and Equipment, which allows the Group to continue carrying those land and buildings in
the financial statements on the basis of their previous revaluation. Surpluses arising on previous revaluation
are credited to revaluation reserve. On the disposal of revalued assets, amounts in revaluation reserve relating
to those assets are transferred to retained profits. Other than depreciation and impairment adjustments, there
has been no subsequent valuation recorded on those land and buildings.
Freehold land is not depreciated as it has indefinite life. Assets in the course of construction are shown as
capital work in progress. Depreciation on these assets commences when they are ready for use. Other property,
plant and equipment are depreciated on a straight-line basis to write down the cost or valuation of each asset
to their residual values over their estimated useful lives. The principal annual depreciation rates are:

Leasehold land over the lease period ranging from 30 to 999 years
Buildings 2% to 20%, or the lease term if shorter
Plant and machinery 2% to 20%, or the lease term if shorter
Rental assets 10% to 33.3%
Vehicles, equipment and fixtures 5% to 33.3%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, annually.
The carrying amount of an item of property, plant and equipment is derecognised on disposal or when no
future economic benefits are expected from its use or disposal. The difference between the net disposal
proceeds, if any, and the carrying amount is recognised in the profit or loss.
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213
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

3. Summary of Principal Accounting Policies (continued)


d. Biological assets
i. Malaysia
New planting expenditure incurred on land clearing and upkeep of trees to maturity is capitalised at cost
as biological assets and is not amortised. Replanting expenditure is charged to the profit or loss in the
financial year in which the expenditure is incurred.
However, if the land on which the trees are planted is on a lease term, the capitalised costs will be
amortised to the profit or loss on a straight-line basis over the last planting cycle before the expiry of
the lease.
ii. Indonesia and Liberia
New planting expenditure incurred on land clearing and upkeep of trees to maturity and replanting
expenditure incurred in replanting old planted areas are capitalised at cost as biological assets and
amortised on a straight-line basis over the economic useful lives of the trees, or the remaining period of
the lease, whichever is shorter.
e. Prepaid lease rentals
Prepaid lease rentals represent payment for rights to use land over a predetermined period that is accounted
for as an operating lease and is stated at cost less amount amortised and accumulated impairment losses.
The prepaid lease rentals are amortised on a straight-line basis over the lease period ranging from 10 to 59
years.
f. Investment properties
Investment properties are land and buildings held for rental income and/or capital appreciation which are not
substantially occupied or intended to be occupied for use by, or in the operations of the Group.
Investment properties are stated at cost less accumulated depreciation and accumulated impairment losses.
Freehold land and buildings under construction are not depreciated. Other investment properties are
depreciated on a straight-line basis to write down the cost of each asset to their residual values over their
estimated useful lives. The principal annual depreciation rates are:

Leasehold land over the lease period ranging from 50 to 99 years


Buildings 2% to 5%, or the lease term if shorter
The residual values and useful lives are reviewed, and adjusted if appropriate, annually.
g. Land held for property development
Land held for property development consists of cost of land on which no significant development work
has been undertaken or where development activities are not expected to be completed within the normal
operating cycle. Land held for property development is classified as non-current asset and carried at cost less
accumulated impairment losses, if any.
Cost associated with the acquisition of land includes the purchase price of the land, professional fees, stamp
duties, commissions, conversion fees and other relevant levies.
Land held for property development is transferred to property development costs under current assets when
development activities have commenced and are expected to be completed within the normal operating cycle.
h. Investments in subsidiaries
Investments in subsidiaries and intercompany loans which are treated as part of the parent’s net investment
are recorded at costs less accumulated impairment losses, if any, in the Company’s financial statements.
i. Intangible assets
i. Goodwill
Goodwill represents the excess of the consideration and the fair value of previously held interests over
the Group’s share of the fair value of identifiable assets, liabilities and contingent liabilities of the
acquiree at the date of acquisition.
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214
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

3. Summary of Principal Accounting Policies (continued)


i. Intangible assets (continued)
i. Goodwill (continued)
Goodwill on acquisition of subsidiaries is recognised as an intangible asset and is stated at cost less
accumulated impairment losses. Goodwill is allocated to cash generating units for the purpose of
impairment testing. When control of a subsidiary ceases, the gain or loss on disposal includes the
carrying amount of allocated goodwill.
Goodwill on acquisition of jointly controlled entities and associates is included as part of the cost of
investments in jointly controlled entities and associates. Such goodwill is tested for impairment as part
of the overall net investment in each jointly controlled entity and associate.
ii. Research and development costs
Research costs are charged to the profit or loss in the financial year in which the expenditure is incurred.
Internally generated development costs which fulfill certain commercial and technical feasibility criteria
are capitalised. Subsequently such capitalised development costs are amortised from the commencement
of commercial production of the product to which they relate on a straight-line basis over the period
of the expected benefit, not exceeding a period of 5 years. Impairment testing is performed annually
on development activities which have not entered commercial production. Development activity is also
tested for impairment whenever indication of impairment exists.
iii. Trademarks, assets usage rights, customer relationships and distribution rights
Trademarks, assets usage rights, customer relationships and distribution rights are capitalised at cost.
Trademarks, assets usage rights and customer relationships with a finite useful life are carried at cost
less accumulated amortisation and accumulated impairment losses. Amortisation is calculated using the
straight-line basis over their contractual periods or estimated useful lives.
The principal annual amortisation rates are:

Trademarks 5% - 20%
Assets usage rights 5%
Customer relationships 12.5%

The distribution rights represent the right to sell and service products in various service territories on
an exclusive basis with no predetermined service period. Accordingly, it is not amortised but tested for
impairment annually and whenever indication of impairment exists.
iv. Computer software
Expenditure on computer software that is not an integral part of the related hardware is treated as an
intangible asset and is carried at cost less accumulated amortisation. Amortisation is calculated using
the straight-line basis over their estimated useful lives. The annual amortisation rates are 10% to 33.3%.
Projects in progress are not amortised as these computer software are not yet available for use.
j. Non-current assets held for sale
Non-current assets or groups of assets are classified as “held for sale” if their carrying amounts will be
recovered principally through a sale transaction rather than through continuing use, and when all the following
criteria are met:
• a decision to sell has been made;
• the assets are available for sale immediately;
• the assets are being actively marketed at a price that is reasonable in relation to its current fair value; and
• a sale has been or is expected to be concluded within the next twelve months from the date of
classification.
Before they are classified as held for sale, the measurement of the assets and associated liabilities is brought
up to-date in accordance with their respective accounting policies.
Depreciation ceases when an asset is classified as non-current assets held for sale. Non-current assets held for
sale are stated at the lower of carrying amount and fair value less cost to sell.
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215
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

3. Summary of Principal Accounting Policies (continued)


k. Inventories
Inventories are stated at the lower of cost and net realisable value. The cost of inventories is determined on a
weighted average basis except for the following:
Heavy equipment, motor vehicles and completed
development units Specific identification basis
Replacement parts First in first out basis
The cost of raw materials, consumable stores, replacement parts and trading inventories represents cost of
purchase plus incidental costs, and in the case of other inventories, includes design costs, cost of materials,
direct labour, other direct costs and related production overheads based on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less cost to completion
and selling expenses.
l. Property development costs
The cost of land, related development costs common to whole projects and direct building costs less cumulative
amounts recognised as expense in profit or loss for property under development are carried in the statements
of financial position as property development costs. Revenue and expense recognised in profit or loss are
determined by reference to the stage of completion of the development activity in respect of the development
units sold. Any expected loss on development projects, is recognised as an expense immediately.
At end of each reporting period, the cumulative revenue recognised and progress billings made for each
development unit sold are compared. Where the revenue recognised exceed the billings to the purchaser, the
net amount is shown as accrued billings. Where the billings to the purchaser exceed revenue recognised, the
net amount is shown as progress billings.
m. Construction contracts
Construction costs include the costs attributable to a contract for the period from the date of securing the
contract to the final completion of the contract.
When the outcome of the contract can be estimated reliably, the percentage of completion method is used to
determine the appropriate amount of revenue and costs to be recognised in a given period. The percentage of
completion is determined by referring to either the proportion of costs incurred to-date to the total estimated
costs or the completion of a physical proportion of contract work to-date. When the outcome of a construction
contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs
incurred that is probably recoverable. When it is probable that contract costs will exceed total contract
revenue, the expected loss is recognised as an expense immediately.
At end of each reporting period, the cumulative costs incurred, profits or losses recognised and progress
billings made for each contract work are compared. Where costs incurred and profits or losses recognised
exceed progress billings, the net amount is shown as amount due from customers on construction contracts.
Where progress billings exceed costs incurred and profits or losses recognised, the net amount is shown as
amount due to customers on construction contracts.
n. Financial assets
The Group’s financial assets are classified into three categories in Note 51(a) and the accounting policies for
each of these categories are as follows:
i. Financial assets at fair value through profit or loss
Financial assets are classified as fair value through profit or loss if they are held for trading. Derivatives
are categorised as held for trading unless they are designated and are effective hedging instrument.
The Group does not have any financial assets designated as fair value through profit or loss upon initial
recognition.
These financial assets are measured at fair value and transaction costs are expensed in profit or loss. Any
gain or loss arising from changes in fair value are recognised in profit or loss.
ii. Loans and receivables
Financial assets with fixed or determinable payments that are not quoted in an active market are classified
as loans and receivables. These financial assets are recorded at fair value plus transaction costs and
thereafter, they are measured at amortised cost using the effective interest method less accumulated
impairment losses.
Sime Darby Berhad | Annual Report 2013
216
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

3. Summary of Principal Accounting Policies (continued)


n. Financial assets (continued)
The Group’s financial assets are classified into three categories in Note 51(a) and the accounting policies for
each of these categories are as follows: (continued)
iii. Available-for-sale financial assets
Available-for-sale financial assets are financial assets that are designated as available for sale or are not
classified in any of the two preceding categories. These financial assets are recorded initially at fair value
plus transaction costs and thereafter, they are measured at fair value. Except for impairment, foreign
exchange gains and losses on translation of monetary available-for-sale financial assets such as debt
instruments, interest calculated using the effective interest method and dividends which are recognised
in profit or loss, any gain or loss arising from changes in fair value are recognised in other comprehensive
income. On derecognition, the cumulative gain or loss is reclassified from available-for-sale reserve to
profit or loss.
Financial assets are classified as current assets for those having maturity dates of less than 12 months after
the reporting date, and the balance is classified as non-current. For available-for-sale financial assets, the
classification is based on expected date of realisation of the assets.
Regular way purchase or sale of a financial asset is recognised on the settlement date i.e. the date that an asset
is delivered to or by the Group. A contract that requires or permits net settlement of the change in the value of
the contract is not a regular way contract. Such contract is accounted for as a derivative in the period between
the trade date and the settlement date.
o. Derivatives and hedging activities
Derivatives are measured at fair value. A derivative that is neither designated nor an effective hedging
instrument is categorised under fair value through profit or loss and changes in its fair value is recognised in
profit or loss. In the case of a derivative that qualifies for cash flow hedge, the effective portion of changes
in its fair value is recognised in other comprehensive income. The gain or loss is removed from equity and
included in profit or loss in the same period or periods during which the hedged item affects profit or loss. In
the case of a hedge of a forecast transaction which results in the recognition of a non-financial asset or a non-
financial liability, the gain or loss is removed from equity and included in the carrying amount of the asset or
liability.
The gain or loss is also removed from equity and included in profit or loss when a derivative expires, no longer
meets the criteria for hedge accounting, or the forecasted transaction is no longer expected to occur.
Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.
Derivatives are classified as current asset or current liability for those having maturity dates of less than 12
months after the reporting period, and the balance is classified as non-current.
p. Impairment
Goodwill and other intangible assets that have an indefinite useful life or not yet available for use are not
subject to amortisation and are tested for impairment. Other non-financial assets are assessed for indication of
impairment. If an indication exists, an impairment test is performed. In the case of financial assets, investment
in subsidiaries, interest in jointly controlled entities and investment in associates, they are assessed for
objective evidence of impairment.
This exercise is performed annually and whenever events or circumstances occur indicating that impairment
may exist.
The recognition and measurement of impairment are as follows:
i. Non-financial assets
An impairment loss is recognised for the amount by which the carrying amount of the non-financial asset
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs
to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels
for which there are separately identifiable cash flows (cash-generating units).
Impairment loss on a revalued asset is treated as revaluation decrease to the extent that the impairment
loss does not exceed the amount in the revaluation surplus for the same asset. Impairment loss on non-
financial assets stated at historical costs is charged to profit or loss.
Sime Darby Berhad | Annual Report 2013
217
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

3. Summary of Principal Accounting Policies (continued)


p. Impairment (continued)
The recognition and measurement of impairment are as follows: (continued)
i. Non-financial assets (continued)
Except for goodwill, assets that were previously impaired are reviewed for possible reversal of the
impairment at the end of each reporting period. Any subsequent increase in recoverable amount is
recognised in the profit or loss unless it reverses an impairment loss on a revalued asset in which case
it is taken to revaluation reserve. Reversal of impairment loss is restricted by the carrying amount that
would have been determined had no impairment loss been recognised for the asset in prior years.
An impairment loss recognised for goodwill is not reversed.
ii. Subsidiaries, jointly controlled entities and associates
An impairment loss is recognised for the amount by which the carrying amount of the subsidiary, jointly
controlled entity or associate exceeds its recoverable amount. The recoverable amount is the higher of
an asset’s fair value less costs to sell and present value of the estimated future cash flows expected to
be derived from the investment including the proceeds from its disposal.
Any subsequent increase in recoverable amount is recognised in profit or loss.
iii. Loans and receivables
Loans and receivables are assessed individually and thereafter collectively for objective evidence of
impairment. If evidence exists, the amount of impairment loss is measured as the difference between the
asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s
original effective interest rate. The impairment loss is recognised in profit or loss. Reversal of impairment
loss to profit or loss, if any, is restricted to not resulting in the carrying amount of the financial asset that
exceeds what the amortised cost would have been had the impairment not been recognised previously.
iv. Available-for-sale financial assets
A significant or prolonged decline in the fair value of the available-for-sale financial assets below its
cost is considered as an indicator that the assets are impaired. If any such evidence exists for available-
for-sale financial assets, the decline in fair value together with the cumulative loss recognised in other
comprehensive income, if any, is taken to profit or loss.
Reversal of impairment losses through profit or loss in subsequent period is only made if the financial
asset is a debt instrument and the increase in fair value can be objectively related to an event occurring
after the impairment loss was recognised in profit or loss.
q. Share capital
Proceeds from ordinary shares issued are accounted for as equity, with the nominal value of the shares being
separately disclosed as share capital. Cost directly attributable to the issuance of new equity shares are shown
in equity as a deduction from the proceeds.
Dividends to owners of the Company and non-controlling interests are recognised in the statement of changes
in equity in the period in which they are declared.
r. Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past
events, where it is probable that an outflow of resources will be required to settle the obligation, and when a
reliable estimate of the amount can be made. Provisions are measured at the present value of the expenditure
expected to be required to settle the obligation using a pre-tax rate that reflects current market assessment
of the time value of money and the risks specific to the obligation. The increase in the provision due to the
passage of time is recognised as interest expense.
i. Warranties
The Group recognises the estimated liability to repair or replace products still under warranty at the
end of the reporting period. This provision is calculated based on past history of the level of repairs and
replacements.
Sime Darby Berhad | Annual Report 2013
218
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

3. Summary of Principal Accounting Policies (continued)


r. Provisions (continued)
ii. Performance guarantees and bonds
Provisions for performance guarantees and bonds are recognised when crystallisation is probable. When
crystallisation is possible, the performance guarantees and bonds are disclosed as contingent liabilities.
iii. Risk sharing
The risk sharing arrangement is with a third party leasing company for financing customers’ purchase of
equipment from the Group whereby the Group guarantees the payment from its customers under the
lease agreement up to a pre-determined amount. Provision are recognised for the obligation that the
Group has to pay the leasing company should the customers default and the amount is estimated based
on a percentage of risk sharing ratio over the total outstanding lease portfolio.
s. Deferred income
Deferred income comprises the following:
i. Maintenance income – is deferred and recognised by reference to the percentage of the estimated
total costs for each of the maintenance contracts with customers to provide service and support for
customers’ machinery.
ii. Advance annualised licence fees – are deferred and recognised on a fixed annualised amount on a
straight-line basis over the term of the golf club memberships.
iii. Government grants – are recognised at fair value when there is reasonable assurance that the Group
will comply with the conditions attached to them and the grants will be received. Grants are treated as
deferred income and allocated to profit or loss over the useful lives of the related assets or the period of
operating expenditure to which the grants are intended to compensate.
t. Employee costs
i. Short-term employee benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the
period in which the services are rendered by employees.
ii. Defined contribution pension plans
A defined contribution pension plan is a pension plan under which the Group pays fixed contributions
into a separate entity. The Group has no legal or constructive obligations to pay further contributions if
the fund does not hold sufficient assets to pay all employees the benefits relating to employee service
in the current and prior periods.
The Group has various defined contribution pension plans in accordance with local conditions and
practices in the countries in which it operates. The Group’s contributions to defined contribution pension
plans are charged to profit or loss in the financial year in which they relate.
iii. Defined benefit pension plans
A defined benefit pension plan is a pension plan that is not a defined contribution pension plan. Typically
defined benefit pension plans define an amount of pension benefit that an employee will receive on
retirement, usually dependent on one or more factors such as age, years of service and compensation.
The Group has various defined benefit pension plans, some of which are funded by payments from
the relevant Group companies in various countries. The Group’s defined benefit pension plans are
determined based on a periodic actuarial valuation by external consultants where the amount of the
benefits that eligible employees have earned in return for their services in the current and prior years
are estimated.
The liabilities in respect of the defined benefit pension plans are the present values of the defined
benefit obligations at the end of the reporting period, adjusted for actuarial gains and losses and past
service costs, and reduced by the fair value of the plan assets. The defined benefit obligations, calculated
using the Projected Unit Credit Method, are determined by independent actuaries, considering the
estimated future cash outflows.
Actuarial gains or losses arising from market adjustments and changes in actuarial assumptions are
recognised in other comprehensive income.
Sime Darby Berhad | Annual Report 2013
219
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

3. Summary of Principal Accounting Policies (continued)


t. Employee cost (continued)
iv. Termination benefits
Termination benefits are payable whenever an employee’s employment is terminated before the normal
retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefits.
The Group recognises termination benefits when it is demonstrably committed to either terminate the
employment of current employees according to a detailed formal plan without possibility of withdrawal
or to provide termination benefits as a result of a proposal to encourage voluntary redundancy. Benefits
falling due more than 12 months after the end of the reporting period are discounted to present value.
v. Share-based compensation
The Group and the Company operate an equity-settled, share-based compensation plan for its employees.
Employee services received in exchange for the grant of the Company’s shares are recognised as an
expense in the profit or loss over the vesting period of the grant, with a corresponding increase in equity.
The total amount to be expensed over the vesting period is determined by reference to the fair value of
the shares granted:
• including any market performance conditions;
• excluding the impact of any service and non-market performance vesting conditions (for example,
profitability, sales growth targets and remaining an employee of the entity over a specified time
period); and
• excluding the impact of any non-vesting conditions (for example, the requirement for employees
to save).
Non-market vesting conditions are included in the assumptions to arrive at the number of shares that are
expected to vest. At the end of the reporting period, the Group and the Company revise its estimates of
the number of shares that are expected to vest. The impact of the revision of original estimates, if any,
is recognised in the profit or loss, with a corresponding adjustment to equity.
The fair value of shares granted to employees of subsidiaries are recharged by the Company to the
subsidiaries.
vi. Other long-term employee benefits
Other long-term employee benefits such as deferred compensation payable twelve months or more
after the service period are calculated based on the Group’s and the Company’s policy using the same
methodology as other post employment benefits.
u. Financial liabilities
The Group’s financial liabilities are classified into three categories in Note 51(a) and the accounting policies
for each of these categories are as follows:
i. Financial liabilities at fair value through profit or loss
Financial liabilities are classified as fair value through profit or loss if they are held for trading. Derivatives
are categorised as held for trading unless they are designated and are effective hedging instruments. The
Group does not have any financial liabilities designated as fair value through profit or loss upon initial
recognition.
ii. Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to
reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due.
Financial guarantee contracts are recognised initially at fair value plus transaction costs and thereafter,
at the higher of the best estimate of the expenditure required to settle the present obligation at the
end of the reporting period and the amounts initially recognised less, where appropriate, cumulative
amortisation recognised.
Sime Darby Berhad | Annual Report 2013
220
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

3. Summary of Principal Accounting Policies (continued)


u. Financial liabilities (continued)
The Group’s financial liabilities are classified into three categories in Note 51(a) and the accounting policies
for each of these categories are as follows: (continued)
iii. Other financial liabilities
All other financial liabilities are recognised initially at fair value plus transaction costs and thereafter,
at amortised cost using the effective interest method. Amortisation is charged to profit or loss. The
borrowing costs is capitalised as part of the cost of an asset and ceases when the asset is substantially
completed for its intended use or sale, if the borrowing costs is directly attributable to the acquisition,
construction or production of the asset.
Financial liabilities are classified as current liabilities for those having maturity dates of less than 12 months
after the end of the reporting period, and the balance is classified as non-current.
v. Cash and cash equivalents
For the purpose of the statements of cash flows, cash and cash equivalents include cash in hand, deposits held
at call with banks and cash held under Housing Development Accounts, net of bank overdrafts.
w. Revenue recognition
Revenue from sale of goods and performance of services are recognised at the fair value of the consideration
received or receivable upon delivery of goods or performance of services, net of discounts, allowances,
indirect taxes and liquidated ascertained damages.
Revenue from property development is recognised by reference to the stage of completion of the development
activity in respect of development units sold. The stage of completion is measured by the completion of
a physical proportion of contract work to-date. Revenue from construction contracts is recognised on the
percentage of completion method by reference to either the proportion of costs incurred to-date to the total
estimated costs or the completion of a physical proportion of contract work to-date.
Revenue for the Group is stated after eliminating sales within the Group.
Other revenue is recognised on the following basis:
i. Interest income – recognised on an accrual basis, using the effective interest method
ii. Dividend income – recognised when the right to receive payment is established.
x. Operating leases
Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted
for as operating leases. Rentals on operating leases are charged to the profit or loss on a straight-line basis
over the lease term.
y. Finance leases
Lease of property, plant and equipment where the Group has substantially all the risk and rewards of ownership
are classified as finance lease. The assets are capitalised at the lower of the fair value of the leased assets and
the present value of the minimum lease payments at the inception of the respective leases. The corresponding
liabilities are classified as finance lease obligation.
Lease payments are allocated between the finance charges and finance lease obligation. The finance cost
is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the
remaining finance lease obligation.
Property, plant and equipment acquired under finance leases is depreciated over the shorter of the useful life
of the assets and the lease term.
z. Tax
The tax expense for the financial year comprises current and deferred tax. Tax is recognised in profit or loss,
except to the extent that it relates to items recognised directly in other comprehensive income. In this case,
the tax is recognised in other comprehensive income.
Sime Darby Berhad | Annual Report 2013
221
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

3. Summary of Principal Accounting Policies (continued)


z. Tax (continued)
The current income tax charge for the Company is the expected income taxes payable in respect of the taxable
profit for the financial year and is measured using the tax rates that have been enacted at the end of the
reporting period. The current income tax charge for the Group is calculated on the basis of the tax laws enacted
or substantively enacted at the end of the reporting period in the countries where the Company’s subsidiaries
operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of
amounts expected to be paid to the tax authorities.
Deferred tax is recognised on temporary difference arising between the tax bases of assets and liabilities and
their carrying amounts in the financial statements. However, deferred tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction other than a business combination that at the time of
the transaction affects neither accounting nor taxable profit or loss.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilised. Deferred tax is recognised on temporary differences
arising on investments in subsidiaries, jointly controlled entities and associates except where the timing of the
reversal of the temporary difference can be controlled and it is probable that the temporary difference will
not reverse in the foreseeable future.
Deferred tax is measured at the tax rates (and laws) that have been enacted or substantively enacted at the
end of the reporting period and are expected to apply when the related deferred income tax asset is realised
or the deferred income tax liability is settled
aa. Commodity future and forward contracts
Commodity contracts are entered into to manage exposure to adverse movements in vegetable oil prices.
Certain contracts are entered into and continue to be held for the purpose of the receipt or delivery of
the physical commodity in accordance with the Group’s expected purchase, sale or usage requirements.
Accordingly, such contracts are deemed not to be financial instruments. Gains or losses arising from these
contracts are deferred and included in the measurement of the purchase or sale transactions only upon the
recognition of the anticipated transactions.
Contracts entered other than for the purpose of the receipt or delivery of physical commodity are treated as
derivatives.
ab. Contingent liabilities
The Group does not recognise contingent liabilities but discloses their existence in the notes to the financial
statements. A contingent liability is a possible obligation that arises from past events whose crystallisation
will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the
control of the Group or a present obligation that is not recognised because it is not probable that an outflow
of resources will be required to settle the obligation. A contingent liability also arises in the extremely rare
circumstances where there is a liability that is not recognised because it cannot be measured reliably.
ac. Segment reporting
Segment information is presented in a manner that is consistent with the internal reporting provided
to management for the allocation of resources and assessment of its performance. These are affected
predominantly by differences in the products and services provided. The Group’s operating businesses are
organised and managed separately according to the nature of the products and services provided, with each
segment representing a strategic business unit that offers different products and serves different markets.
Segment revenue, expense, assets and liabilities are those amounts resulting from operating activities of a
segment that are directly attributable to the segment and the relevant portion that can be allocated on a
reasonable basis to the segment. Segment revenue, expense, assets and liabilities are determined before
intragroup balances and intragroup transactions are eliminated as part of the consolidation process, except
to the extent that such intragroup balances and transactions are between Group companies within a single
segment. Intragroup transactions which in substance represent reallocation of non-current assets from a
segment to another segment are also eliminated. Inter-segment pricing is based on similar terms as those
available to external parties.
Sime Darby Berhad | Annual Report 2013
222
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

4. Critical Accounting Estimates and Judgement in Applying Accounting Policies


The consolidated financial statements are prepared in accordance with FRS issued by the MASB. The summary of
principal accounting policies as described in Note 3 are essential to understand the Group’s results of operations,
financial position, cash flows and other disclosures. The preparation of financial statements in conforming with
FRS requires the use of certain critical accounting estimates that involve complex and subjective judgements and
the use of assumptions, some of which may be for matters that are inherently uncertain and susceptible to change.
The Directors exercise their judgement in the process of applying the Group’s accounting policies. Estimates and
assumptions are based on the Directors’ best knowledge of current events. Such estimates and judgement could
change from period to period and have a material impact on the results, financial position, cash flows and other
disclosures.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year are outlined below.
a. Fair values of investment retained
FRS 127 requires investment retained in a former subsidiary to be stated at fair value at the date when control
is lost which shall be regarded as the cost on initial recognition. The fair value of investment that is not traded
in an active market is determined by using valuation techniques and the Group has used discounted cash flow
analysis in the valuation of its investment in Ramsay Sime Darby Health Care Sdn Bhd (formerly known as Sime
Darby Global Healthcare Sdn Bhd), a company formed following the divestment of Sime Darby Healthcare Sdn
Bhd in accordance with the joint venture arrangement as disclosed in Note 48(a).
The carrying value of the investment in the jointly controlled entity would be an estimated RM16.5 million
lower or higher if the cash flows used in the discounted cash flow analysis differ by 5% from management’s
estimates.
b. Useful lives of property, plant and equipment
The Group reviews annually the estimated useful lives of property, plant and equipment based on factors such
as business plan and strategies, expected level of usage and future technological developments. Future results
of operations could be materially affected by changes in these estimates brought about by changes in the
factors mentioned. A reduction in the estimated useful lives of property, plant and equipment would increase
the depreciation charge and decrease the carrying value of property, plant and equipment.
The impact of the changes in the estimated useful lives of property, plant and equipment during the financial
year is disclosed in Note 17.
c. Impairment of non-financial assets
The Group assesses whether there is any indication that non-financial assets are impaired at the end of each
reporting period. Impairment is measured by comparing the carrying amount of an asset with its recoverable
amount. Recoverable amount is measured at the higher of the fair value less cost to sell for that asset and
its value-in-use. The value-in-use is the net present value of the projected future cash flow derived from
that asset discounted at an appropriate discount rate. Projected future cash flows are calculated based on
historical sector and industry trends, general market and economic conditions, changes in technology and
other available information. Changes to any of these assumptions would affect the amount of impairment.
The impairment assessment on property, plant and equipment and intangible assets are disclosed in Notes 17
and 24 respectively.
d. Inventories write-down
Inventories write-down is provided based on their net realisable value. Net realisable value is the estimate of
the selling price in the ordinary course of business, less cost to completion and selling expenses. The amount
written down during the financial year is shown in Note 28.
e. Impairment of receivables
Impairment is made for receivables that the management considers the recoverability to be doubtful. On a
regular basis, the management reviews the receivables’ ageing report and repayment history for any objective
evidence of impairment.
If the past due debts as shown in Note 27 were to impair by an additional 1%, the profit before tax of the
Group will be adversely affected by RM19.8 million (2012: RM25.9 million) for the financial year.
Sime Darby Berhad | Annual Report 2013
223
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

4. Critical Accounting Estimates and Judgement in Applying Accounting Policies (continued)


f. Construction contracts and property development projects
The Group recognises contract and property development revenue based on percentage of completion
method. The stage of completion is measured by reference to either the costs incurred to-date to the
estimated total cost or the completion of a physical proportion of work to-date. Significant judgement is
required in determining:
• the completeness and accuracy of the bids and/or budgets;
• the extent of the costs incurred;
• the estimation of the variation works that are recoverable from customers;
• the additional overheads due to meeting customers’ request, weather and other delays;
• the subcontractors performance issues; and
• the changes in availability and proximity of equipment and material.
The foregoing factors as well as the stage of completion of contracts in progress and the mix of contracts at
different margins may cause fluctuation in gross profit between periods. Substantial changes in cost estimates,
particularly in complex projects have had, and can in future periods have, a significant effect on the Group’s
profitability. In making the above judgement, the Group relies on past experience and work of specialists.
g. Provision for warranties
Provision has been recognised for warranties on the Group’s products that are not covered by manufacturers’
warranties. This provision has been estimated based on historical claims experience, as well as recent trends
that might suggest that historical claims experience may vary from future claims. Factors that could impact
the amount of future claims include the quality of products supplied by manufacturers and the costs of parts
and labour. The carrying amount of the Group’s provision for warranties at 30 June 2013 amounts to RM303.4
million (2012: RM359.4 million) as shown in Note 41.
h. Tax
i. Income taxes
The Group is subject to income tax in many jurisdictions. Judgement is involved in determining the group-
wide provision for income taxes. There are certain transactions and computations for which the ultimate
tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for
tax matters based on estimates of whether additional taxes will be due. If the final outcome of these tax
matters result in a difference in the amounts initially recognised, such differences will impact the income
tax and/or deferred tax provision in the period in which such determination is made.
The Group has recognised certain tax recoverable for which the Group believes that there is a reasonable
basis for recognition. Where the final tax outcome of this matter is different from the amount that was
initially recorded, such difference may cause a material adjustment to the carrying amount of the tax
recoverable balance recorded in the period in which such determination is made. Total tax recoverable
income for the Group as at 30 June 2013 is RM678.1 million (2012: RM460.5 million).
ii. Deferred tax assets
Deferred tax asset is recognised to the extent that it is probable that future taxable profit will be
available against which temporary differences can be utilised. This involves judgement regarding the
future financial performance of a particular entity in which the deferred tax asset has been recognised.
i. Pension obligations
The present value of the pension obligations depends on a number of factors that are determined on an
actuarial basis using a number of assumptions. The assumptions used in determining the net cost/income for
pensions include the expected long-term rate of return on the relevant plan assets and the discount rate. Any
changes in these assumptions will impact the carrying amount of pension obligations.
The expected return on plan assets assumption is determined on a uniform basis, taking into consideration
long-term historical returns, asset allocation and future estimates of long-term investment returns.
Sime Darby Berhad | Annual Report 2013
224
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

4. Critical Accounting Estimates and Judgement in Applying Accounting Policies (continued)


i. Pension obligations (continued)
The Group determines the appropriate discount rate at the end of each year. This is the interest rate that
should be used to determine the present value of estimated cash outflows expected to be required to settle
the pension obligations. In determining the appropriate discount rate, the Group considers the interest rates
of high quality corporate bonds that are denominated in the currency in which the benefits will be paid and
that have terms to maturity approximating the terms of the related pension obligation.
Other key assumptions for pension obligations are based in part on current market conditions.
j. Contingent liabilities
Recognition and measurement for contingent liabilities is based on management’s view of the expected
outcome of the contingencies after consulting legal counsel for litigation cases and experts, internal and
external to the Group, for matters in the ordinary course of business. The Group’s contingent liabilities and
material litigations are as shown in Notes 45 and 46 respectively.

5. Revenue
Revenue for the Group represents sale of goods, performance of services, income from property development
activities and construction contracts earned outside the Group, net of discounts, allowances and liquidated
ascertained damages.
Revenue for the Company represents dividend income from investment in subsidiaries (unquoted).

Group Company
2013 2012 2013 2012

Sale of goods 40,842.8 42,075.7 – –


Performance of services 3,568.1 3,187.4 – –
Property development 2,140.3 1,801.5 – –
Construction contracts 261.1 189.9 – –
Dividend income from investment – – 1,685.0 2,733.3
46,812.3 47,254.5 1,685.0 2,733.3

6. Operating Expenses

Group Company
2013 2012 2013 2012

Changes in inventories of finished goods and


work in progress 916.8 (1,977.9) – –
Finished goods, work in progress and other
direct overheads 29,651.4 30,746.9 – –
Raw materials and consumables used 3,961.2 6,060.6 – –
Employee costs [note (a)] 4,742.5 4,149.8 0.7 0.6
Amortisation of prepaid lease rentals 48.3 46.1 – –
Amortisation of intangible assets 22.3 5.9 – –
Depreciation
- property, plant and equipment [note (b)] 1,162.0 1,071.8 – –
- biological assets 43.1 43.0 – –
- investment properties 13.9 14.8 – –
Property development costs 1,113.3 1,082.1 – –
Construction contract costs 294.4 337.0 – –
Replanting expenditure 208.7 189.6 – –
Sime Darby Berhad | Annual Report 2013
225
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

6. Operating Expenses (continued)

Group Company
2013 2012 2013 2012

Research expenditure [note (a)] 114.9 131.6 – –


Reversal of warranties and guarantees (2.7) (74.8) – –
Auditors’ remuneration:
Fees for statutory audits
- PricewaterhouseCoopers Malaysia 6.9 6.5 0.6 0.6
- member firms of PricewaterhouseCoopers
International Limited 16.1 14.7 – –
- others 1.4 0.3 – –
Fees for non-audit services
- PricewaterhouseCoopers Malaysia 3.5 4.3 – 0.6
- member firms of PricewaterhouseCoopers
International Limited 4.6 3.8 – –
- others 2.4 0.4 – –
Directors’ remuneration [note (c)] 5.5 5.6 3.2 3.2
Hire of plant and machinery 106.7 37.2 – –
Operating lease payments for land and
buildings 270.8 209.9 – –
Foreign currency exchange loss
- realised 147.5 68.4 – –
- unrealised 271.6 116.4 76.0 –
Fair value loss – foreign currency exchange
contracts 1.4 11.6 – –
Ineffective portion of cash flow hedges -
foreign currency exchange contracts 2.6 16.7 – –
Loss on disposal of
- property, plant and equipment 5.2 2.4 – –
- subsidiaries – 1.2 – –
Write offs
- property, plant and equipment 18.5 17.7 – –
- biological assets 9.2 3.0 – –
Impairment of
- property, plant and equipment 19.5 29.9 – –
- biological assets – 0.1 – –
- investment properties 5.8 10.3 – –
- intangible assets 0.5 4.9 – –
- receivables 94.7 89.0 – –
Other costs 404.9 310.0 7.7 10.0
43,689.4 42,790.8 88.2 15.0
Sime Darby Berhad | Annual Report 2013
226
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

6. Operating Expenses (continued)

Group Company
2013 2012 2013 2012

a. Employee costs
Employee costs included in profit or loss 4,742.5 4,149.8 0.7 0.6
Employee costs included in research
expenditure 59.7 72.4 – –
Employee costs included in construction
contracts [Note 31] 5.9 1.0 – –
4,808.1 4,223.2 0.7 0.6

Employee costs include:


Defined benefit pension plans [Note 42] 35.7 29.1 – –
Defined contribution pension plans 270.2 208.7 – –
Termination benefits 3.2 0.2 – –

b. Depreciation on property, plant and


equipment
Depreciation included in profit or loss 1,162.0 1,071.8 – –
Capitalised in biological assets 20.2 – – –
Depreciation in relation to discontinued
operations [Note 13] 28.2 25.4 – –
1,210.4 1,097.2 – –
c. Directors’ remuneration
Non-executive Directors
- fees 5.5 5.6 3.2 3.2
Executive Director
(included in note (a) above) 7.1 5.2 – –
12.6 10.8 3.2 3.2

The estimated monetary value of benefits provided to Directors of the Company during the financial year by
way of usage of the Group’s and Company’s assets and other benefits are as follows:

Group Company
2013 2012 2013 2012

Non-executive Directors 0.3 0.4 0.3 0.4


Executive Director * * – –
0.3 0.4 0.3 0.4
* less than RM0.1 million
Sime Darby Berhad | Annual Report 2013
227
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

7. Other Operating Income

Group Company
2013 2012 2013 2012

Commission, handling fees and incentives 434.0 370.4 – –


Income from available-for-sale investments
(gross)
- quoted shares in Malaysia 1.0 1.3 – –
- unquoted shares 63.0 52.5 – –
- unquoted debentures 0.3 – – –
- unit trust funds 0.1 0.1 – –
Foreign currency exchange gain
- realised 168.7 149.6 – –
- unrealised 117.8 64.6 76.0 10.9
Fair value gains
- foreign currency exchange contracts – 0.6 – –
- commodity future contracts 0.7 1.9 – –
Ineffective portion of cash flow hedges
- foreign currency exchange contracts 13.7 – – –
- cross currency swap 117.5 6.4 – –
Hire of plant and machinery 4.1 1.7 – –
Rental income from land and buildings 21.3 22.0 – –
Gain on disposal of
- property, plant and equipment 75.9 49.1 – –
- investment properties 10.7 30.8 – –
- subsidiaries 5.2 – – –
- a jointly controlled entity 7.0 – – –
- associates 4.5 – – –
- available-for-sale investments 0.2 66.4 – –
Reversal of impairment losses of
- property, plant and equipment 67.8 16.6 – –
- biological assets – 0.4 – –
- prepaid lease rentals – 4.9 – –
- investment properties 0.5 11.9 – –
- receivables 68.9 71.3 – –
Sale of scrap 17.5 65.5 – –
Forfeitures, recoveries and other
miscellaneous income 317.8 335.1 – –
1,518.2 1,323.1 76.0 10.9
Sime Darby Berhad | Annual Report 2013
228
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

8. Jointly Controlled Entities


Jointly controlled entity disposed during the financial year is shown in Note 48(b). The Group’s interest in the jointly
controlled entities as at 30 June 2013, their respective principal activities and countries of incorporation are shown
in Note 54.
a. Share of results of jointly controlled entities
The Group’s share of revenue and expenses and other comprehensive income of jointly controlled entities are
as follows:

Group
2013 2012

Revenue 1,416.4 1,755.6


Expenses (1,385.9) (1,746.6)
Tax expense (4.6) 5.2
Profit after tax 25.9 14.2

Currency translation differences [Note 16] (7.9) (6.0)


Share of other comprehensive income [Note 16] (38.1) –

Included in the share of results of jointly controlled entities is a loss of RM5.1 million (2012: Nil) arising from
the Group’s interest in Battersea Project Holding Company Limited (BPHC). As at 30 June 2013, BPHC has
secured purchasers for 841 units, out of the total of 866 units, representing 97% take-up of the available units
in Phase 1, for total value of GBP685 million (equivalent to RM3,324 million). BPHC has yet to recognise any
revenue from the development project.
b. Interest in jointly controlled entities
The Group’s interest in the assets and liabilities of jointly controlled entities are as follows:

Group
2013 2012
Non-current assets 1,898.6 486.2
Current assets 1,090.1 726.4
Non-current liabilities (712.6) (208.9)
Current liabilities (1,071.7) (692.4)
Non-controlling interests (40.2) (27.2)
Goodwill on acquisition 131.6 –
Carrying amount at end of year 1,295.8 284.1

The increase in the Group’s interest in jointly controlled entities is mainly due to the following:
i. Battersea Project Holding Company Limited (BPHC)
On 4 July 2012, the Group entered into a joint venture with S P Setia Berhad and Kwasa Global (Jersey)
Limited to participate in the acquisition and development of the Battersea Power Station site in
London, United Kingdom through BPHC in the agreed shareholding proportion of 40%, 40% and 20%,
respectively. The Group’s interest in BPHC as at 30 June 2013 amounted to GBP83.2 million (equivalent
to RM403.7 million).
ii. Ramsay Sime Darby Health Care Sdn Bhd (formerly known as Sime Darby Global Healthcare Sdn Bhd)
(RSDHC)
On 30 June 2013, the Group completed the joint venture with AH Holdings Health Care Pty Ltd (AHHC),
a wholly owned subsidiary of Ramsay Health Care Ltd, to establish RSDHC in the agreed shareholding
proportion of 50%:50%. The joint venture involves the Group injecting its healthcare and education
business held under Sime Darby Healthcare Sdn Bhd and AHHC injecting its Indonesian healthcare
business into RSDHC. The Group’s share of interest in RSDHC as at 30 June 2013 amounted to RM594.6
million. Details of the transaction is disclosed in Note 48(a).
Sime Darby Berhad | Annual Report 2013
229
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

9. Associates
Associates acquired and disposed during the financial year are shown in Notes 47(c) and 48(c), respectively. The
Group’s equity interest in the associates as at 30 June 2013, their respective principal activities and countries of
incorporation are shown in Note 54.
a. Share of results of associates
The associates’ results and financial position are as follows:

Group
2013 2012

Associates’ results
Revenue 6,958.8 6,726.1
Net profit for the year 328.1 301.4

Associates’ financial position


Total assets 10,379.3 9,738.6
Total liabilities (6,385.0) (6,012.8)
Net assets 3,994.3 3,725.8

Share of results and other comprehensive income of associates are as follows:

Group
2013 2012

Share of results before impairment 115.2 101.4


Impairment losses – (2.0)
Reversal of impairment losses – 1.0
115.2 100.4

Currency translation differences [Note 16] (7.9) (1.3)


Share of other comprehensive income [Note 16] 0.8 5.5
Share of capital reserve 2.8 –

b. Investment in associates
The Group’s investment in associates are as follows:

Group
2013 2012

Quoted shares in Malaysia, at cost 786.7 773.8


Unquoted shares, at cost 676.0 680.5
Share of post-acquisition reserves 281.4 210.7
Unrealised profit on transactions with associates (152.9) (165.2)
Impairment losses (5.4) (7.4)
1,585.8 1,492.4

The quoted shares in Malaysia is in respect of the Group’s equity interest of 31.2% (2012: 29.8%) in Eastern
& Oriental Berhad (E&O), a company listed on the Main Market of Bursa Malaysia Securities Berhad. As at 30
June 2013, the market value of the Group’s interest in E&O was RM690.4 million (2012: RM473.3 million) and
the carrying value was RM826.7 million (2012: RM788.4 million). Based on the estimated realisable net asset
value of E&O, management believes that no impairment is necessary despite the excess of the carrying value
over the market value.
Sime Darby Berhad | Annual Report 2013
230
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

10. Finance Income

Group Company
2013 2012 2013 2012

Interest income from:


- subsidiaries – – 171.2 142.9
- banks and other financial institutions 98.2 128.8 1.0 0.8
- financial guarantees in respect of credit
facilities granted to
- certain subsidiaries – – 25.0 16.6
- others 0.1 0.4 – –
- others 8.8 30.2 – –
107.1 159.4 197.2 160.3
Accretion of discount [Notes 27(a), (d) and (e)] 20.2 19.2 – –
127.3 178.6 197.2 160.3

11. Finance Costs

Group Company
2013 2012 2013 2012

Interest expense to:


- banks and other financial institutions 267.9 291.3 16.7 33.0
- finance lease obligation 6.0 – – –
- a subsidiary – – 28.9 –
Financial guarantee contracts costs – – – 84.9
Net change in fair value of interest rate swap
contracts (7.6) (34.0) – –
Cross currency swap interest 40.1 23.3 – –
306.4 280.6 45.6 117.9
Interest capitalised in property development
costs [Note 29] (4.4) (4.9) – –
302.0 275.7 45.6 117.9

Islamic profit sharing arising on:


- Sukuk 28.9 – – –
- Islamic Medium Term Notes and Islamic
Commercial Papers 116.4 109.8 116.4 109.8
145.3 109.8 116.4 109.8

Total finance costs 447.3 385.5 162.0 227.7


Sime Darby Berhad | Annual Report 2013
231
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

12. Tax Expense

Group Company
2013 2012 2013 2012

Income tax:
In respect of current year
- Malaysian income tax 446.9 779.2 – 0.7
- foreign income tax 628.7 721.6 – –
In respect of prior years
- Malaysian income tax (135.7) (68.9) (5.0) (16.8)
- foreign income tax 23.3 (8.8) – –
Total income tax 963.2 1,423.1 (5.0) (16.1)

Deferred tax:
- origination and reversal of temporary
differences 108.6 (39.8) 3.2 –
- effects of recognition of previously
unrecognised tax losses, unabsorbed capital
allowances and temporary differences (88.8) (81.6) – –
Total deferred tax 19.8 (121.4) 3.2 –

Total tax expense 983.0 1,301.7 (1.8) (16.1)


Sime Darby Berhad | Annual Report 2013
232
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

12. Tax Expense (continued)

Tax reconciliation
Reconciliation from tax at applicable tax rate to tax expense is as follows:

Group Company
2013 2012 2013 2012

Profit before tax 4,462.2 5,694.5 1,708.0 2,661.8


Less: Share of results of jointly controlled
entities (25.9) (14.2) – –
Share of results of associates (115.2) (100.4) – –
4,321.1 5,579.9 1,708.0 2,661.8

Applicable tax 1,033.8 1,355.6 427.0 665.4


Withholding tax on foreign income 26.9 24.2 – –
Effects of tax incentives and income not
subject to tax
- single tier dividends from subsidiaries – – (421.3) (682.6)
- reversal of impairment losses (17.0) (8.9) – –
- others (54.0) (56.6) (26.5) (0.2)
Effects of expenses not deductible for tax
purposes
- impairment losses 6.4 9.0 – –
- others 135.3 69.7 24.0 18.1
Deferred tax assets not recognised in respect
of current year’s tax losses 52.8 68.0 – –
Over provision in prior years (112.4) (77.7) (5.0) (16.8)
Effects of recognition of previously
unrecognised tax losses, unabsorbed capital
allowances and temporary differences (88.8) (81.6) – –
Tax expense for the year 983.0 1,301.7 (1.8) (16.1)

Applicable tax rate (%) 23.9 24.3 25.0 25.0

Effective tax rate (%) 22.7 23.3 (0.1) (0.6)

The applicable tax of the Group represents the consolidation of all Group companies’ applicable tax based on their
respective domestic tax rates. The applicable tax of the Company is the product of the profit before tax multiplied
by the domestic tax rate of the Company.
The applicable tax rate of the Group has decreased from 24.3% to 23.9% mainly due to the changes in the proportion
of income contributed by subsidiaries which are subjected to different statutory income tax rate.
Sime Darby Berhad | Annual Report 2013
233
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

13. Discontinued Operations


The discontinued operations is in respect of the Healthcare business following the disposal of the Group’s interest
in Sime Darby Healthcare Sdn Bhd on 30 June 2013 pursuant to a joint venture arrangement described in Note 48(a).
In 2012, the discontinued operations arose from the disposal of the Teluk Ramunia and Pasir Gudang fabrication
yards where the Group exited the oil and gas business following the completion of the disposal on 31 March 2012.
The oil and gas business formed a significant component of the Energy & Utilities division and hence its results was
presented as discontinued operations.
The results and cash flows of the discontinued operations are as follows:
a. Results
2013 2012 2012 2012
Healthcare Healthcare Oil & Gas Total

Revenue 385.5 358.3 715.3 1,073.6


Operating expenses (372.0) (339.1) (849.1) (1,188.2)
Other operating income 9.9 6.9 94.7 101.6
Profit/(loss) before interest and tax 23.4 26.1 (39.1) (13.0)
Finance income 0.9 0.2 0.4 0.6
Finance costs (2.0) – (1.5) (1.5)
Profit/(loss) before tax 22.3 26.3 (40.2) (13.9)
Tax expense (10.5) (6.5) (10.9) (17.4)
Profit/(loss) after tax 11.8 19.8 (51.1) (31.3)
Gain/(loss) on sale of discontinued
operations 340.6 – (15.1) (15.1)
Net profit/(loss) from discontinued
operations 352.4 19.8 (66.2) (46.4)

Other comprehensive income from


discontinued operations
Net changes in fair value of cash flow
hedges – – (4.6) (4.6)
Sime Darby Berhad | Annual Report 2013
234
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

13. Discontinued Operations (continued)


The results and cash flow of the discontinued operations are as follows: (continued)
a. Results (continued)

2013 2012 2012 2012


Healthcare Healthcare Oil & Gas Total

Included in the results are:

Operating expenses
Employee costs 138.9 125.2 58.3 183.5
Depreciation on property, plant and
equipment 28.2 25.4 – 25.4
Auditors’ remuneration 0.2 0.2 0.2 0.4
Hire of plant and machinery 5.6 4.4 – 4.4
Operating lease payments for land and
buildings – – 0.3 0.3
Unrealised foreign currency exchange
loss – 0.1 4.4 4.5
Impairment of receivables 0.1 1.1 – 1.1

Other operating income


Realised foreign currency exchange gain – – 14.0 14.0
Gain on disposal of property, plant and
equipment 0.6 – – –
Reversal of impairment of receivables 0.5 – 57.5 57.5
Rental income from land and buildings 2.1 0.3 0.2 0.5

Tax expense
Income tax:
Malaysian income tax
- in respect of current year 10.7 10.2 (3.2) 7.0
- in respect of prior years 0.4 – – –
Total income tax 11.1 10.2 (3.2) 7.0

Deferred tax:
- origination and reversal of temporary
differences (0.6) – 14.1 14.1
- effects of recognition of previously
unrecognised tax losses, unabsorbed
capital allowances and temporary
differences – (3.7) – (3.7)
Total deferred tax (0.6) (3.7) 14.1 10.4

Total tax expense 10.5 6.5 10.9 17.4


Sime Darby Berhad | Annual Report 2013
235
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

13. Discontinued Operations (continued)


The results and cash flows of the discontinued operations are as follows: (continued)
b. Cash flows

2013 2012 2012 2012


Healthcare Healthcare Oil & Gas Total

Cash flow from operating activities


Profit/(loss) after tax 11.8 19.8 (51.1) (31.3)
Adjustments for:
- depreciation 28.2 25.4 – 25.4
- finance income (0.9) (0.2) (0.4) (0.6)
- finance costs 2.0 – 1.5 1.5
- tax expense 10.5 6.5 10.9 17.4
- gain on disposal of property, plant and
equipment (0.6) – – –
- (reversal of impairment)/impairment
of receivables (0.4) 1.1 (57.5) (56.4)
- unrealised foreign currency exchange
losses – 0.1 4.4 4.5
50.6 52.7 (92.2) (39.5)
Changes in working capital
- inventories (2.2) (4.1) 1.6 (2.5)
- trade receivables and others (10.9) (1.3) 26.3 25.0
- trade payables and others (8.0) (17.9) 90.4 72.5
Cash from operations 29.5 29.4 26.1 55.5
Tax paid (13.5) (9.7) (2.4) (12.1)
Net cash from operating activities 16.0 19.7 23.7 43.4

Cash flow from investing activities


Finance income received 0.9 0.2 1.0 1.2
Proceeds from sale of property, plant and
equipment 11.4 – 34.5 34.5
Purchase of property, plant and
equipment (338.0) (73.4) (14.1) (87.5)
Net cash (used in)/from investing
activities (325.7) (73.2) 21.4 (51.8)

Cash flow from financing activities


Finance costs paid (2.0) – (1.6) (1.6)
Short-term borrowing 50.0 – –
Net cash from/(used in) financing
activities 48.0 – (1.6) (1.6)
Sime Darby Berhad | Annual Report 2013
236
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

14. Earnings Per Share


Basic and diluted earnings/(loss) per share attributable to owners of the Company are computed as follows:

Group
2013 2012

Basic
Profit/(loss) for the year
- from continuing operations 3,348.2 4,196.6
- from discontinued operations 352.4 (46.4)
3,700.6 4,150.2

Weighted average number of ordinary shares in issue (million) 6,009.5 6,009.5


Earnings/(loss) per share (sen)
- from continuing operations 55.72 69.83
- from discontinued operations 5.86 (0.77)
61.58 69.06

Diluted
Profit/(loss) for the year
- from continuing operations * 3,347.7 4,196.6
- from discontinued operations 352.4 (46.4)
3,700.1 4,150.2

Weighted average number of ordinary shares in issue (million) 6,009.5 6,009.5

Diluted earnings/(loss) per share (sen)


- from continuing operations 55.71 69.83
- from discontinued operations 5.86 (0.77)
61.57 69.06

* adjusted for the dilutive effect of long-term stock incentive plan of an associate of RM0.5 million (2012: Nil) for the financial
year ended 30 June 2013.
Sime Darby Berhad | Annual Report 2013
237
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

15. Dividends

Group/Company
2013 2012
Final single tier dividend of 25.0 sen per share (2012: 22.0 sen per share)
for the financial year ended 30 June 2012 paid on 14 December 2012 1,502.4 1,322.1
Interim single tier dividend of 7.0 sen per share (2012: 10.0 sen per share)
for the financial year ended 30 June 2013 paid on 10 May 2013 420.7 601.0
1,923.1 1,923.1

At the forthcoming Annual General Meeting, a final single tier dividend of 27.0 sen per share for the financial
year ended 30 June 2013 amounting to a net payout of RM1,622.6 million will be proposed for shareholders’
approval. The financial statements do not reflect this dividend which will be recognised in the financial year ending
30 June 2014 when approved by shareholders.
Subject to the relevant regulatory approvals and the shareholders’ approval being obtained at an Extraordinary
General Meeting to be convened, the Company proposes to undertake a dividend reinvestment plan (Proposed
DRP). The Directors have determined that the Proposed DRP, if approved, will apply to the final dividend and
shareholders of the Company will be given an option to elect to reinvest the entire final dividend in new ordinary
share(s) of RM0.50 each in the Company (Sime Darby Shares) in accordance with the Proposed DRP. The Directors
have also determined that the issue price of the new Sime Darby Shares to be issued pursuant to the final dividend
will be at a 5% discount to the volume weighted average market price of the Sime Darby Shares for the 5 market
days immediately prior to the price fixing date to be announced later.
Sime Darby Berhad | Annual Report 2013
238
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

16. Other Comprehensive Income/(Loss)


Other comprehensive income/(loss) and the tax effects are analysed as follows:

Group Capital Hedging


2013 reserve reserve
Currency translation differences:
- subsidiaries – –
- jointly controlled entities – –
- associates – –
Net change in fair value of:
- available-for-sale investments – –
- cash flow hedges – 57.0
Actuarial losses on defined benefit pension plans – –
Reclassified to profit or loss:
- currency translation differences on repayment of net investment in subsidiaries – –
- changes in fair value on disposal of available-for-sale investment – –
- changes in fair value of cash flow hedges as adjustment to
- revenue – 3.5
- other income – (117.5)
Reclassified changes in fair value of cash flow hedges to inventories – 0.6
Share of other comprehensive income of:
- jointly controlled entities – (0.2)
- associates – –
Tax expense – 21.4
Continuing operations – (35.2)

2012
Currency translation differences:
- subsidiaries – –
- jointly controlled entities – –
- associates – –
Net change in fair value of:
- available-for-sale investments – –
- cash flow hedges – (149.3)
Actuarial gains on defined benefit pension plans – –
Reclassified to profit or loss:
- currency translation differences on disposal/liquidation of subsidiaries – –
- changes in fair value on disposal of available-for-sale investment – –
- changes in fair value of cash flow hedges as adjustment to revenue – (4.8)
Reclassified changes in fair value of cash flow hedges to inventories – (11.9)
Share of other comprehensive income of associates 5.5 –
Tax expense – 25.9
Continuing operations 5.5 (140.1)
Discontinued operations [Note 13] – (4.6)
5.5 (144.7)
Sime Darby Berhad | Annual Report 2013
239
FINANCIAL STATEMENTS

Non-
Available-for- Exchange Retained controlling
sale reserve reserve profits interests Total Tax effects Net of tax

– (626.2) – (12.8) (639.0) – (639.0)


– (7.9) – – (7.9) – (7.9)
– (7.9) – – (7.9) – (7.9)

17.1 – – – 17.1 – 17.1


– – – – 57.0 (13.8) 43.2
– – (18.7) (0.3) (19.0) 2.8 (16.2)

– 17.7 – – 17.7 – 17.7


(0.2) – – – (0.2) – (0.2)

– – – – 3.5 – 3.5
– – – – (117.5) 35.2 (82.3)
– – – – 0.6 – 0.6

– 10.1 (48.0) – (38.1) – (38.1)


0.7 0.1 – – 0.8 – 0.8
– – 2.8 – 24.2
17.6 (614.1) (63.9) (13.1) (708.7) 24.2 (708.7)

– 15.4 – (1.4) 14.0 – 14.0


– (6.0) – – (6.0) – (6.0)
– (1.3) – – (1.3) – (1.3)

33.9 – – – 33.9 (10.5) 23.4


– – – 0.2 (149.1) 25.9 (123.2)
– – (33.0) (0.1) (33.1) (3.0) (36.1)

– (9.5) – – (9.5) – (9.5)


(36.7) – – – (36.7) 11.0 (25.7)
– – – – (4.8) – (4.8)
– – – – (11.9) – (11.9)
– – – – 5.5 – 5.5
0.5 – (3.0) – 23.4
(2.3) (1.4) (36.0) (1.3) (175.6) 23.4 (175.6)
– – – – (4.6) – (4.6)
(2.3) (1.4) (36.0) (1.3) (180.2) 23.4 (180.2)
Sime Darby Berhad | Annual Report 2013
240
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

17. Property, Plant and Equipment

Long
Group leasehold
2013 Freehold land land
At 1 July 2,821.3 884.3
Acquisition of subsidiary and business [Note 47(a)] – –
Disposal of subsidiaries [Note 48(a)] (109.7) –
Additions 127.6 19.1
Disposals (5.0) –
Write offs – –
Impairment losses – –
Reversal of impairment losses – –
Transfer to investment properties [Note 20] (73.1) (12.0)
Transfer to land held for property development [Note 21] (29.4) (18.5)
Transfer to intangible assets [Note 24] – –
Transfer to inventories – –
Transfer from/(to) non-current assets held for sale [Note 34] 4.3 (5.2)
Reclassification – 1.5
Depreciation – (8.6)
Exchange differences (18.2) 1.4
At 30 June 2,717.8 862.0

Cost/valuation 2,724.1 1,011.2


Accumulated depreciation – (137.8)
Accumulated impairment losses (6.3) (11.4)
Carrying amount at end of year 2,717.8 862.0

2012
At 1 July 2,776.2 1,050.8
Acquisition of subsidiary and business – –
Disposal of subsidiaries – –
Additions 22.8 –
Disposals (5.0) –
Write offs – –
Impairment losses (2.7) –
Reversal of impairment losses 0.5 –
Transfer from investment properties [Note 20] 30.5 –
Transfer to inventories – –
Transfer from property development costs [Note 29] 11.5 –
Transfer to non-current assets held for sale [Note 34] (1.8) –
Reclassification – (162.6)
Depreciation – (6.5)
Exchange differences (10.7) 2.6
At 30 June 2,821.3 884.3

Cost/valuation 2,828.0 1,022.2


Accumulated depreciation – (126.6)
Accumulated impairment losses (6.7) (11.3)
Carrying amount at end of year 2,821.3 884.3
Sime Darby Berhad | Annual Report 2013
241
FINANCIAL STATEMENTS

Vehicles,
Short Plant and equipment and Capital work
leasehold land Buildings machinery Rental assets fixtures in progress Total
361.4 4,301.9 2,123.9 1,479.3 1,024.9 1,006.7 14,003.7
– – 11.0 – 0.5 63.5 75.0
– (448.7) (92.7) – (45.3) (16.9) (713.3)
34.7 350.6 252.8 667.7 324.5 1,112.4 2,889.4
– (21.7) (25.2) – (13.2) (0.3) (65.4)
– (5.4) – – (12.8) (0.3) (18.5)
– (14.5) (2.5) (0.4) (2.1) – (19.5)
– 32.8 25.4 0.7 8.9 – 67.8
(0.2) (34.6) – – – – (119.9)
– – – – – – (47.9)
– – – – (62.3) (1.6) (63.9)
– – – (393.7) 1.6 (10.3) (402.4)
– (84.3) (3.4) – (3.0) – (91.6)
(1.2) 479.5 337.0 12.1 151.3 (980.2) –
(9.0) (207.8) (309.2) (366.7) (309.1) – (1,210.4)
(1.2) (37.3) (0.7) (63.0) (13.0) (54.7) (186.7)
384.5 4,310.5 2,316.4 1,336.0 1,050.9 1,118.3 14,096.4

615.7 5,860.9 5,038.5 1,923.9 2,628.9 1,234.6 21,037.8


(222.9) (1,459.3) (2,585.5) (583.1) (1,565.1) – (6,553.7)
(8.3) (91.1) (136.6) (4.8) (12.9) (116.3) (387.7)
384.5 4,310.5 2,316.4 1,336.0 1,050.9 1,118.3 14,096.4

192.9 3,041.9 1,799.2 1,188.5 946.4 1,660.2 12,656.1


– 22.0 15.5 – – – 37.5
– – – – (1.9) – (1.9)
1.8 180.6 266.4 948.0 290.4 752.9 2,462.9
– (1.3) (7.2) – (13.5) – (27.0)
– (6.0) – (0.9) (10.8) – (17.7)
(0.1) (15.5) – (5.0) (2.8) (3.8) (29.9)
0.4 1.6 12.1 2.0 – – 16.6
– 25.3 – – – – 55.8
– – – (337.3) – – (337.3)
– 177.8 72.0 – – – 261.3
– – – – – (3.4) (5.2)
169.6 1,031.9 255.1 – 83.0 (1,377.0) –
(8.9) (191.3) (287.4) (326.9) (276.2) – (1,097.2)
5.7 34.9 (1.8) 10.9 10.3 (22.2) 29.7
361.4 4,301.9 2,123.9 1,479.3 1,024.9 1,006.7 14,003.7

579.7 5,831.8 4,853.6 2,040.4 2,567.9 1,126.4 20,850.0


(211.1) (1,432.1) (2,555.3) (555.9) (1,519.6) – (6,400.6)
(7.2) (97.8) (174.4) (5.2) (23.4) (119.7) (445.7)
361.4 4,301.9 2,123.9 1,479.3 1,024.9 1,006.7 14,003.7
Sime Darby Berhad | Annual Report 2013
242
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

17. Property, Plant and Equipment (continued)


Certain plantation land of the Group are used as underlying assets (Sukuk Assets) for the Sukuk issued during the
financial year which is based on the Shariah Principle of Ijarah. The structure does not represent collaterisation and
there is no transfer of registered title of the Sukuk Assets. The carrying amount of the Sukuk Assets as at 30 June
2013 amounted to RM531.0 million (2012: Nil).
Property, plant and equipment with a total carrying amount of RM114.8 million (2012: RM90.0 million) were
pledged as security for certain of the Group’s borrowings [Note 38]. In addition, included in plant and machinery is
an amount of RM162.3 million (2012: Nil) acquired under finance leases [Note 39].
During the financial year, the Group carried out a review of the recoverable amount of its property, plant and
equipment. The review led to the recognition of a net reversal of impairment of RM48.3 million, of which RM35.9
million were due to the reversal of impairment of the Plantation downstream’s property, plant and equipment. The
reversal was made following the improvement in sales and profit.
During the financial year, there is a change in the estimated useful lives of the following property, plant and
equipment and the impact is as disclosed below:
i. Crude palm oil storage tank
The estimated useful life has been increased from 20 years to 40 years and therefore, the Group’s depreciation
expense for the financial year has decreased by RM5.0 million.
ii. Computer equipment
The estimated useful life has been reduced from 4 – 5 years to 3 years. As a result, the Group’s depreciation
expense for the financial year has increased by RM2.2 million.
iii. Medical equipment
The estimated useful life has been increased from 5 – 8 years to 10 years, resulting in lower depreciation
expense for the financial year by RM4.0 million.
Sime Darby Berhad | Annual Report 2013
243
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

18. Biological Assets

Group
2013 2012

At 1 July 2,417.1 2,429.7


Additions 174.3 70.1
Write offs (9.2) (3.0)
Impairment – (0.1)
Reversal of impairment losses – 0.4
Depreciation (43.1) (43.0)
Exchange differences (40.6) (37.0)
At 30 June 2,498.5 2,417.1

Included in additions is depreciation capitalised of RM20.2 million (2012: Nil).


Biological assets represent plantation development expenditure for oil palm, rubber and other crops which are
analysed as follows :

Group
2013 2012

Oil palm 2,465.3 2,381.2


Rubber 33.1 35.8
Others 0.1 0.1
2,498.5 2,417.1

The total new planting and replanting expenditure during the financial year are as follows:

Group
2013 2012

New planting 174.3 70.1


Replanting [Note 6] 208.7 189.6
At 30 June 383.0 259.7

Produce which were unsold as at the end of the reporting period are shown as produce stocks under inventories.
Certain biological assets of the Group are used as underlying assets (Sukuk Assets) for the Sukuk issued during the
financial year which is based on the Shariah Principle of Ijarah. The structure does not represent collaterisation
and there is no transfer of registered title of the Sukuk Assets. The carrying amount of the Sukuk Assets as at
30 June 2013 amounted to RM286.0 million (2012: Nil).
Sime Darby Berhad | Annual Report 2013
244
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

19. Prepaid Lease Rentals


The prepaid lease rentals are payments for rights in respect of the following:

Long Short
Group leasehold leasehold
2013 land land Total

At 1 July 13.4 1,146.9 1,160.3


Additions – 101.0 101.0
Reclassification (10.7) 10.7 –
Amortisation (0.4) (47.9) (48.3)
Exchange differences 0.5 (32.0) (31.5)
At 30 June 2.8 1,178.7 1,181.5

2012

At 1 July 4.0 1,083.9 1,087.9


Acquisition of subsidiary – 20.0 20.0
Additions 10.1 88.8 98.9
Reversal of impairment losses – 4.9 4.9
Amortisation (1.1) (45.0) (46.1)
Exchange differences 0.4 (5.7) (5.3)
At 30 June 13.4 1,146.9 1,160.3

The prepaid lease rentals of the Group are subject to the following maturity periods:

Group
2013 2012

Non-current
Due later than one year 1,141.1 1,115.9

Current
Due no later than one year, included in accrued billings and others under
current assets [Note 30] 40.4 44.4
1,181.5 1,160.3
Sime Darby Berhad | Annual Report 2013
245
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

20. Investment Properties

Long Short
Group leasehold leasehold
2013 Freehold land land land Buildings Total

At 1 July 51.0 41.3 24.0 258.5 374.8


Additions 7.8 – – 7.8 15.6
Disposals (13.2) – – – (13.2)
Impairment losses – – – (5.8) (5.8)
Reversal of impairment losses 0.5 – – – 0.5
Transfer from property, plant
and equipment [Note 17] 73.0 12.0 0.2 34.7 119.9
Transfer from inventories 2.8 – – 157.0 159.8
Depreciation – (0.9) (0.8) (12.2) (13.9)
Exchange differences (0.4) – (0.6) (3.3) (4.3)
At 30 June 121.5 52.4 22.8 436.7 633.4

Cost 122.0 60.7 35.3 617.8 835.8


Accumulated depreciation – (8.3) (12.5) (163.0) (183.8)
Accumulated impairment
losses (0.5) – – (18.1) (18.6)
Carrying amount at end of year 121.5 52.4 22.8 436.7 633.4

2012

At 1 July 41.1 48.6 24.3 293.2 407.2


Additions – – – 1.3 1.3
Disposals (0.5) (5.9) – (5.0) (11.4)
Impairment losses – – – (10.3) (10.3)
Reversal of impairment losses 6.4 – – 5.5 11.9
Transfer to property, plant
and equipment [Note 17] (30.5) – – (25.3) (55.8)
Transfer from property
development costs [Note 29] 44.0 – – – 44.0
Transfer to non-current assets
held for sale [Note 34] (5.9) – – – (5.9)
Depreciation – (1.0) (0.8) (13.0) (14.8)
Exchange differences (3.6) (0.4) 0.5 12.1 8.6
At 30 June 51.0 41.3 24.0 258.5 374.8

Cost 52.0 48.7 35.1 376.7 512.5


Accumulated depreciation – (7.4) (11.1) (90.4) (108.9)
Accumulated impairment
losses (1.0) – – (27.8) (28.8)
Carrying amount at end of year 51.0 41.3 24.0 258.5 374.8
Sime Darby Berhad | Annual Report 2013
246
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

20. Investment Properties (continued)


The fair value of investment properties as at 30 June 2013 was RM1,070.8 million (2012: RM814.0 million). The
fair value was arrived at after taking into consideration the valuation performed by external professional firms of
surveyors and valuers. The valuation was performed using comparable and investment basis, based on current prices
in an active market for all properties.
Investment properties of certain subsidiaries with carrying amount of RM246.4 million (2012: RM132.5 million)
were pledged as security for borrowings [Note 38].
Rental income generated from and direct operating expenses incurred on income generating investment properties
are as follows:

Group
2013 2012

Rental income 62.2 62.8


Direct operating expenses (25.9) (6.3)

21. Land Held for Property Development

Group
2013 2012

At 1 July 835.2 893.7


Transfer from property, plant and equipment [Note 17] 47.9 –
Transfer to property development costs [Note 29] (60.5) (63.7)
Incidental costs incurred 41.6 5.2
At 30 June 864.2 835.2

22. Subsidiaries

Company
2013 2012

Unquoted shares at cost 2,753.9 2,487.6


Contributions to subsidiaries 3,571.5 3,571.5
6,325.4 6,059.1

During the financial year, the Company increased its investment in a wholly owned subsidiary, Sime Darby Industrial
Holdings Sdn Bhd (SDIH), by subscribing to 266.3 million new ordinary shares of RM1 each in SDIH for a consideration
of RM266.3 million.
Contributions to subsidiaries are interest-free and any repayment is subject to the discretion of the subsidiaries.
The Group’s equity interest in the subsidiaries, their respective principal activities and countries of incorporation
are shown in Note 54.
Sime Darby Berhad | Annual Report 2013
247
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

23. Available-for-sale Investments

Quoted shares
Group In Outside Unquoted Unquoted
2013 Malaysia Malaysia shares debenture Unit trust Total

At 1 July 27.0 – 70.7 4.0 10.1 111.8


Additions – – – – 30.2 30.2
Disposals – – – – (40.4) (40.4)
Net change in fair value 6.1 – 10.8 0.1 0.1 17.1
At 30 June 33.1 – 81.5 4.1 – 118.7

2012

At 1 July 25.3 23.3 71.9 5.0 – 125.5


Additions – – – – 10.0 10.0
Disposals – (57.5) – – – (57.5)
Net change in fair value 1.7 34.3 (1.2) (1.0) 0.1 33.9
Exchange differences – (0.1) – – – (0.1)
At 30 June 27.0 – 70.7 4.0 10.1 111.8

The unquoted debenture carries a coupon rate of 3.75% and matures on 30 June 2020 at its nominal value of
RM4.2 million.
Sime Darby Berhad | Annual Report 2013
248
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

24. Intangible Assets

Acquired
Group Assets usage Customer
2013 Goodwill Trademarks rights relationships

At 1 July 52.7 16.6 3.4 6.6


Acquisition of subsidiary and business
[Note 47(a)] 6.4 – – –
Additions – 1.5 – –
Adjustment to purchase consideration 4.6 – – –
Impairment losses (0.5) – – –
Transfer from property, plant and
equipment [Note 17] – – – –
Amortisation – (2.9) (0.3) (0.9)
Exchange differences (4.0) (1.7) – (0.5)
At 30 June 59.2 13.5 3.1 5.2

Cost 59.9 59.6 5.6 6.9


Accumulated amortisation – (40.0) (2.5) (1.7)
Accumulated impairment losses (0.7) (6.1) – –
Carrying amount at end of year 59.2 13.5 3.1 5.2

2012

At 1 July 50.3 23.0 3.7 7.4


Acquisition of subsidiary and business – – – –
Additions – 0.1 – –
Adjustment to purchase consideration 3.6 – – –
Impairment losses – (4.9) – –
Reclassification (1.4) 1.4 – –
Amortisation – (3.0) (0.3) (0.8)
Exchange differences 0.2 – – –
At 30 June 52.7 16.6 3.4 6.6

Cost 63.7 58.8 5.5 7.4


Accumulated amortisation – (36.1) (2.1) (0.8)
Accumulated impairment losses (11.0) (6.1) – –
Carrying amount at end of year 52.7 16.6 3.4 6.6
Sime Darby Berhad | Annual Report 2013
249
FINANCIAL STATEMENTS

Internally generated Total


Distribution Computer Development Computer intangible
rights software Total costs software assets

781.2 – 860.5 4.0 – 864.5

– – 6.4 – – 6.4
– 14.0 15.5 – 58.4 73.9
– – 4.6 – – 4.6
– – (0.5) – – (0.5)

– 62.3 62.3 – 1.6 63.9


– (16.8) (20.9) (1.3) (0.1) (22.3)
(71.0) 0.5 (76.7) – 1.2 (75.5)
710.2 60.0 851.2 2.7 61.1 915.0

710.2 159.4 1,001.6 18.4 61.2 1,081.2


– (98.3) (142.5) (9.7) (0.1) (152.3)
– (1.1) (7.9) (6.0) – (13.9)
710.2 60.0 851.2 2.7 61.1 915.0

– – 84.4 1.6 – 86.0


770.2 – 770.2 – – 770.2
– – 0.1 4.2 – 4.3
– – 3.6 – – 3.6
– – (4.9) – – (4.9)
– – – – – –
– – (4.1) (1.8) – (5.9)
11.0 – 11.2 – – 11.2
781.2 – 860.5 4.0 – 864.5

781.2 – 916.6 18.4 – 935.0


– – (39.0) (8.4) – (47.4)
– – (17.1) (6.0) – (23.1)
781.2 – 860.5 4.0 – 864.5
Sime Darby Berhad | Annual Report 2013
250
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

24. Intangible Assets (continued)


Goodwill is allocated to the Group’s cash-generating units (CGU) identified according to business segment and the
country of operations. The amount of goodwill initially recognised is dependent upon the allocation of the purchase
price to the fair value of the identifiable assets acquired and the liabilities assumed. The determination of the fair
value of the assets and liabilities is based, to a considerable extent, on management’s judgement.
Trademarks with carrying amount of RM0.4 million (2012: RM0.4 million) were acquired for an indefinite period.
These trademarks are not amortised as they are expected to contribute to net cash inflows indefinitely.
Distribution rights with carrying amount of RM710.2 million (2012: RM781.2 million) was in respect of the
acquisition of the Bucyrus distribution rights and business assets for a consideration of approximately RM1.2 billion
in December 2011. Pursuant to a purchase price allocation performed by an external professional firm, an amount
of RM770.2 million was identified as distribution rights.
Internally developed computer software which is still under development are not depreciated.
The Group tests intangible assets for impairment by assessing the underlying cash-generating units. Based on this,
an impairment loss of RM0.5 million (2012: RM4.9 million) was recorded in profit or loss.
A reporting segment level summary of intangible assets with indefinite useful life is as follows:

Group Energy &


2013 Plantation Industrial Motors Utilities Total

Goodwill 0.7 28.2 26.0 4.3 59.2


Trademarks – 0.4 – – 0.4
Distribution rights – 710.2 – – 710.2
0.7 738.8 26.0 4.3 769.8

2012

Goodwill 1.5 26.8 20.1 4.3 52.7


Trademarks – 0.4 – – 0.4
Distribution rights – 781.2 – – 781.2
1.5 808.4 20.1 4.3 834.3

The recoverable amount of the CGU was based on its value in use calculations using cash flow projections from
financial budgets approved by management covering a five-year period. The discount rate applied to the cash flow
projections and the forecasted growth rates used to extrapolate the cash flows beyond the five-year period are as
follows:

Plantation Industrial Motors Energy & Utilities


2013 2012 2013 2012 2013 2012 2013 2012
% % % % % % % %

Discount rates 10 10 9-13 14-16 9-12 9-12 9 9


Forecasted growth rates 6 6 3 3 3 3 – –

The discount rates applied to the cash flow projections for the distribution rights in Industrial range from 9.3%
to 13.0% (2012: 14.0% to 16.0%) per annum which is derived from the cash generating unit’s pre-tax weighted
average cost of capital plus a reasonable risk premium at 30 June 2013. The growth rates applied in the value-in-use
calculations from the first to fifth year is 0% to 26.0% (2012: 6.0%) while the terminal value is calculated based on
the cash flows at the end of the fifth year with a growth rate of 2.5%.
The management believes that there are no reasonably possible changes in any of the key assumptions used that
would cause the carrying amount of the CGUs to materially exceed the recoverable amounts.
Sime Darby Berhad | Annual Report 2013
251
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

25. Deferred Tax


Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts,
determined after appropriate offsetting, are shown in the statements of financial position:

Group Company
2013 2012 2013 2012

Deferred tax assets 924.0 819.6 – –


Deferred tax liabilities (642.2) (537.1) (3.2) –
281.8 282.5 (3.2) –
Tax losses for which the tax effects have not
been recognised in the financial statements 1,170.9 1,079.7 – –

The components and movements of the Group’s deferred tax assets and liabilities during the financial year are as
follows:

Tax losses
and
Property, Prepaid Property Impairment unabsorbed
Group plant and lease develop- and capital
2013 equipment rentals ment provisions allowances Others Total

At 1 July (353.0) (216.3) 217.6 338.7 165.5 130.0 282.5


Disposal of
subsidiaries
[Note 48(a)] 0.6 – – 9.5 (0.1) (0.9) 9.1
Credited/(charged)
to profit or loss
- origination and
reversal of
temporary
differences (25.8) 0.1 (24.4) 3.6 (39.0) (22.5) (108.0)
- effects of recognition
of previously
unrecognised tax
losses, unabsorbed
capital allowances
and temporary
differences 36.3 – (5.1) 37.1 28.6 (8.1) 88.8
Credited to other
comprehensive
income [Note 16] – – – – – 24.2 24.2
Transfer to non-
current assets held
for sale [Note 34] – – – – (6.0) – (6.0)
Exchange
differences 2.7 10.1 (0.2) (16.6) 4.5 (9.3) (8.8)
At 30 June (339.2) (206.1) 187.9 372.3 153.5 113.4 281.8
Sime Darby Berhad | Annual Report 2013
252
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

25. Deferred Tax (continued)


The components and movements of the Group’s deferred tax assets and liabilities during the financial year are as
follows: (continued)

Tax losses
and
Property, Prepaid Property Impairment unabsorbed
Group plant and lease develop- and capital
2012 equipment rentals ment provisions allowances Others Total

At 1 July (406.4) (231.7) 226.0 338.0 124.5 89.6 140.0


Credited/(charged)
to profit or loss
- origination and
reversal of
temporary
differences (9.5) 10.3 (6.2) 27.8 (20.5) 23.8 25.7
- effects of recognition
of previously
unrecognised tax
losses, unabsorbed
capital allowances
and temporary
differences 65.2 – 0.6 (31.4) 58.1 (7.2) 85.3
Credited to other
comprehensive
income [Note 16] – – – – – 23.4 23.4
Exchange
differences (2.3) 5.1 (2.8) 4.2 3.4 0.5 8.1
At 30 June (353.0) (216.3) 217.6 338.6 165.5 130.1 282.5

Deferred tax is not recognised on the unremitted earnings of overseas subsidiaries and jointly controlled entities
where the Group is able to control the timing of the remittance and it is probable that there will be no remittance
in the foreseeable future. If these earnings were remitted, tax of RM468.2 million (2012: RM436.3 million) would
be payable.
The movements of the Company’s deferred tax liabilities during the financial year are as follows:

Company
2013 2012

At 1 July – –
Charged to profit or loss
- origination of temporary differences (3.2) –
At 30 June (3.2) –

The deferred tax arose from temporary differences in payables.


Sime Darby Berhad | Annual Report 2013
253
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

26. Derivatives
The Group’s derivatives are as follows:

Group Positive Negative


2013 fair value fair value Net

Non-current
Non-hedging derivatives:
- forward foreign exchange contracts [note (a)] 12.2 (1.4) 10.8
Cash flow hedges:
- forward foreign exchange contracts [note (a)] 1.0 (0.5) 0.5
- interest rate swap contracts[note (b)] 13.7 – 13.7
- cross currency swap contract [note (c)] 110.0 – 110.0
136.9 (1.9) 135.0

Current
Non-hedging derivatives:
- forward foreign exchange contracts [note (a)] 18.2 (5.8) 12.4
- commodity futures contracts [note (d)] 2.9 (1.7) 1.2
Cash flow hedges:
- forward foreign exchange contracts [note (a)] 24.2 (69.4) (45.2)
- cross currency swap contract [note (c)] – (38.1) (38.1)
45.3 (115.0) (69.7)

Total derivatives 182.2 (116.9) 65.3

2012

Non-current
Non-hedging derivatives:
- forward foreign exchange contracts [note (a)] 0.8 (4.3) (3.5)
Cash flow hedges:
- forward foreign exchange contracts [note (a)] 2.4 – 2.4
- cross currency swap contract [note (c)] – (48.4) (48.4)
3.2 (52.7) (49.5)

Current
Non-hedging derivatives:
- forward foreign exchange contracts [note (a)] 2.6 (21.8) (19.2)
- interest rate swap contracts [note (b)] – (2.6) (2.6)
- commodity futures contracts [note (d)] 1.9 – 1.9
Cash flow hedges:
- forward foreign exchange contracts [note (a)] 24.1 (71.1) (47.0)
- interest rate swap contracts [note (b)] – (17.2) (17.2)
28.6 (112.7) (84.1)

Total derivatives 31.8 (165.4) (133.6)

These derivatives are entered into to hedge foreign currency, interest rate and price risks as described in Note 52.
Whilst all derivatives entered provide economic hedges to the Group, non-hedging derivatives are instruments that
do not qualify for the application of hedge accounting under the specific rules in FRS 139.
Sime Darby Berhad | Annual Report 2013
254
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

26. Derivatives (continued)


a. Forward foreign exchange contracts
As at 30 June, forward foreign exchange contracts have been entered into with the following notional amounts
and maturities:

Maturities
Group Less than 1 1 year to 3
2013 year years Total

Forward contracts used to hedge anticipated sales


denominated in
- United States dollar 891.9 7.0 898.9
- European Union euro 131.4 – 131.4
- British pound 4.3 – 4.3
1,027.6 7.0 1,034.6

Forward contracts used to hedge receivables


denominated in
- United States dollar 517.6 – 517.6
- European Union euro 0.8 – 0.8
- Japanese yen 6.6 – 6.6
- British pound 2.5 – 2.5
527.5 – 527.5

Forward contracts used to hedge anticipated


purchases denominated in
- United States dollar 540.3 9.7 550.0
- Australian dollar 31.8 – 31.8
- European Union euro 659.7 490.2 1,149.9
- Singapore dollar 7.1 – 7.1
- Japanese yen 57.5 – 57.5
- British pound 7.5 – 7.5
1,303.9 499.9 1,803.8

Forward contracts used to hedge payables


denominated in
- United States dollar 329.2 – 329.2
- Australian dollar 0.4 – 0.4
- European Union euro 119.9 – 119.9
- Singapore dollar 0.2 – 0.2
- Japanese yen 15.2 – 15.2
- British pound 9.1 – 9.1
474.0 – 474.0

Total notional amount 3,333.0 506.9 3,839.9

Net fair value (liabilities)/assets (32.8) 11.3 (21.5)


Sime Darby Berhad | Annual Report 2013
255
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

26. Derivatives (continued)


a. Forward foreign exchange contracts (continued)
As at 30 June, forward foreign exchange contracts have been entered into with the following notional amounts
and maturities: (continued)

Maturities
Group Less than 1 1 year to 3
2012 year years Total

Forward contracts used to hedge anticipated sales


denominated in
- United States dollar 1,431.6 20.1 1,451.7
- European Union euro 1.0 – 1.0
- Japanese yen 3.8 – 3.8
- British pound 13.3 – 13.3
1,449.7 20.1 1,469.8

Forward contracts used to hedge receivables


denominated in
- United States dollar 1,027.5 – 1,027.5
- European Union euro 127.5 – 127.5
- others 0.5 – 0.5
1,155.5 – 1,155.5

Forward contracts used to hedge anticipated


purchases denominated in
- United States dollar 448.4 5.1 453.5
- Australian dollar 59.5 – 59.5
- European Union euro 927.8 530.4 1,458.2
- Singapore dollar 11.5 – 11.5
- Japanese yen 21.6 – 21.6
- British pound 27.1 – 27.1
1,495.9 535.5 2,031.4

Forward contracts used to hedge payables


denominated in
- United States dollar 592.3 – 592.3
- European Union euro 229.5 – 229.5
- British pound 5.6 – 5.6
- others 1.9 – 1.9
829.3 – 829.3

Total notional amount 4,930.4 555.6 5,486.0

Net fair value liabilities (66.2) (1.1) (67.3)


Sime Darby Berhad | Annual Report 2013
256
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

26. Derivatives (continued)


b. Interest rate swap contracts
The interest rate swap contracts as at 30 June are as follows:

Notional amount in
Range of original currency
weighted average (USD million)
Type of interest rate swap Effective period rate per annum 2013 2012
12 December 2012 to
Plain vanilla 12 December 2018 1.822%-1.885% 300.0 –
29 February 2008 to
LIBOR range accrual 29 August 2012 4.70% - 4.80% – 26.3
27 February 2009 to
Plain vanilla 28 August 2012 3.20% - 3.38% – 18.8
30 January 2010 to
Plain vanilla 30 July 2012 3.97% – 280.0
27 June 2009 to
Plain vanilla 27 December 2012 4.72% – 200.0

The notional amount, fair value and maturity periods of the interest rate swap contracts are as follows:

Fair value assets/


Notional amount (liabilities)
2013 2012 2013 2012

Maturity periods
- due no later than one year – 1,674.2 – (19.8)
- due later than one year and no later
than three years 424.2 – 4.3 –
- due later than three years and no later
than seven years 529.1 – 9.4 –
953.3 1,674.2 13.7 (19.8)

c. Cross currency swap contract


The Group has entered into a cross currency swap contract to exchange the principal payments of a USD400.0
million (2012: USD400.0 million) loan into AUD, the functional currency of the subsidiary, to reduce the
Group’s exposure from adverse fluctuations in foreign currency.

Fair value assets/


Notional amount (liabilities)
2013 2012 2013 2012

Maturity periods
- due no later than one year – – (38.1) –
- due later than one year and no later
than three years 565.6 283.8 18.0 (48.4)
- due later than three years and no later
than seven years 705.5 991.8 92.0 –
1,271.1 1,275.6 71.9 (48.4)
Sime Darby Berhad | Annual Report 2013
257
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

26. Derivatives (continued)


d. Commodity futures contracts
The outstanding commodity futures contracts that are not held for the purpose of physical delivery, all
maturing in less than 1 year, are as follows:

Quantity Fair value


Group (metric Notional assets/
2013 tonne) amount (liabilities)

Purchase contracts denominated in


- Ringgit Malaysia 5,482 13.1 0.2
- United States dollar 18,120 46.7 (1.1)
23,602 59.8 (0.9)
Sales contracts denominated in
- Ringgit Malaysia 7,140 16.9 (0.4)
- United States dollar 25,780 67.8 2.5
32,920 84.7 2.1

2012
Purchase contracts denominated in
- Ringgit Malaysia 3,141 10.0 (0.5)
- United States dollar 44,036 152.9 (15.4)
47,177 162.9 (15.9)

Sales contracts denominated in


- Ringgit Malaysia 500 1.6 0.1
- United States dollar 45,160 158.8 17.7
45,660 160.4 17.8
Sime Darby Berhad | Annual Report 2013
258
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

27. Receivables

Group Company
2013 2012 2013 2012

Non-current

Trade receivables [note (a)] 151.4 77.6 – –


Amounts due from a subsidiary [note (b)] – – 4,942.2 1,700.0
Advances for plasma plantation projects
[note (c)] 96.6 106.0 – –
Redeemable loan stocks [note (d)] 248.4 232.2 – –
Other receivables [note (e)] 214.6 54.4 – –
711.0 470.2 4,942.2 1,700.0

Accumulated impairment losses


- trade receivables (32.2) – – –
- advances for plasma plantation projects (22.3) (28.0) – –
656.5 442.2 4,942.2 1,700.0

Current

Trade receivables [note (a)] 4,256.6 5,030.4 – –


Amounts due from subsidiaries [note (b)] – – 6,753.2 8,392.6
Amounts due from jointly controlled
entities 279.2 121.5 – –
Amounts due from associates 22.5 24.0 – –
Other receivables [note (e)] 1,661.8 1,929.1 1.7 0.9
Deposits 121.9 164.7 – –
6,342.0 7,269.7 6,754.9 8,393.5
Accumulated impairment losses
- trade receivables (136.5) (152.6) – –
- amounts due from jointly controlled
entities (24.2) (57.1) – –
- other receivables (124.1) (128.0) – –
6,057.2 6,932.0 6,754.9 8,393.5

Total receivables 6,713.7 7,374.2 11,697.1 10,093.5


Sime Darby Berhad | Annual Report 2013
259
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

27. Receivables (continued)


a. Trade receivables
Non-current
The trade receivables include outstanding net present value of land sales made under deferred payment terms
and an outstanding debt from a customer. The discount rate used was 5.0% (2012: 5.0%) per annum. The
contracted price and the notional interest are as follows:

Group
2013 2012

Outstanding contracted value


- a jointly controlled entity 92.0 102.7
- others 70.1 –
Discount on inception (23.2) (24.2)

Accretion
At 1 July 9.8 5.7
Credited to profit or loss 3.7 4.1
Received (1.0) –
At 30 June 12.5 9.8

Carrying amount at end of year 151.4 88.3

Due later than one year, included in non-current trade receivables 151.4 77.6
Due no later than one year, included in current trade receivables – 10.7
151.4 88.3

b. Amounts due from subsidiaries


Non-current
The amounts due from a subsidiary bear interest at rates ranging from 3.01% to 4.75% (2012: 4.38% to 4.75%)
per annum, are unsecured and are not expected to be recalled within the next twelve months.
Current
The amounts due from subsidiaries are unsecured, repayable on demand and are interest free except for
RM500.0 million (2012: RM1,650.0 million) which bear interest at rates ranging between 3.56% to 3.60%
(2012: 3.40% to 3.76%) per annum.

c. Advances for plasma plantation projects

Group
2013 2012

At 1 July 106.0 66.2


Additions 14.0 44.3
Recovered on handover (18.4) (1.4)
Exchange differences (5.0) (3.1)
At 30 June 96.6 106.0
Sime Darby Berhad | Annual Report 2013
260
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

27. Receivables (continued)


c. Advances for plasma plantation projects (continued)
In Indonesia, oil palm plantation owners/operators are required to participate in selected programmes
to develop plantations for smallholders (herein referred to as plasma farmers). The Group is involved in
“Perusahaan Inti Rakyat Transmigrasi” and “Kredit Koperasi Primer untuk Anggotanya” which require the
Group to serve as a contractor for developing the plantations, train and develop the skills of the plasma
farmers, and purchase the fresh fruit bunches harvested by the plasma farmers at prices determined by the
Indonesian Government.
The advances made by the Group in the form of plasma plantation development costs are recoverable from the
plasma farmers upon the completion and handover of the plasma plantation projects to plasma farmers. These
advances are to be recovered either directly from plasma farmers or through bank loans obtained by plasma
farmers. Impairment losses are made when the estimated amount recoverable is less than the outstanding
advances.

d. Redeemable loan stocks (unsecured)


The redeemable loan stocks arose from the disposal of Guthrie Corridor Expressway Sdn Bhd (now known as
Prolintas Expressway Sdn Bhd) (GCESB) in 2007 to a subsidiary of Permodalan Nasional Berhad. In accordance
with the Sale and Purchase of Shares Agreement, the settlement of the intercompany balance due from GCESB
would be partially by cash and the balance through issuance of RM500.0 million non-transferable zero coupon
Redeemable Loan Stocks (RLS) of GCESB.
On inception, the RLS was discounted to take into account the time value of money based on the discounted
cash flow projections method. The discount rate used was 7.0% (2012: 7.0%) per annum which represents
GCESB’s effective cost of borrowings then. The present value of the RLS is as follows:

Group
2013 2012

Nominal value 500.0 500.0


Discount on inception (334.0) (334.0)

Accretion
At 1 July 66.2 51.1
Credited to profit or loss 16.2 15.1
At 30 June 82.4 66.2

Carrying amount at end of year 248.4 232.2

Unless redeemed early, either wholly or partially, at the fair value to be agreed by the Group and GCESB, the
RLS shall be redeemed at 100% of its nominal value in cash as follows:

Redemption date Amount

1st tranche 1 July 2022 256.0


2nd tranche 1 July 2023 50.0
3rd tranche 1 July 2024 50.0
4th tranche 1 July 2025 50.0
5th tranche 1 July 2026 50.0
6th tranche 1 July 2027 44.0
500.0
Sime Darby Berhad | Annual Report 2013
261
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

27. Receivables (continued)


e. Other receivables
Non-current
The other receivables include the following:
i. an amount due from a local authority in China under a construction agreement totalling RM86.6 million
(2012: RM79.9 million), of which RM54.4 million (2012: RM42.2 million) is expected to be repaid within
the next 12 months. The amount bears interest at 3.2% (2012: 3.2%) per annum.
ii. the present value of the deferred payment consideration arising from the disposals of Dunlopillo
Holdings Sdn Bhd and Sime Darby Healthcare Sdn Bhd of RM16.7 million and RM362.5 million (2012:
RM26.5 million and Nil) respectively. The discount rates used were 3.0% (2012: 3.0%) per annum
and 6.9% (2012: Nil) per annum, respectively. The contracted amounts and movements on the initial
discounts on inception are as follows:

Group
2013 2012

Outstanding contracted amount 408.0 28.0


Discount on inception (28.8) (1.5)

Accretion
At 1 July – –
Credited to profit or loss 0.3 –
Received (0.3) –
At 30 June – –

Carrying amount at end of year 379.2 26.5

Due later than one year, included in non-current other receivables 182.4 16.7
Due no later than one year, included in current other receivables 196.8 9.8
379.2 26.5

Current
Included in other receivables as at 30 June 2012 were the balance consideration from the disposal of the Teluk
Ramunia and Pasir Gudang fabrication yards of RM654.9 million. The amounts were received in September
2012.
Sime Darby Berhad | Annual Report 2013
262
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

27. Receivables (continued)


f. Ageing analysis of receivables
Ageing analysis of individual receivables categorised into impaired and not impaired are as follows:

Group Company
2013 2012 2013 2012

Not impaired
- not past due 4,631.5 4,825.8 11,697.1 10,093.5
- past due by
1 to 30 days 1,257.6 1,256.0 – –
31 to 60 days 297.7 433.8 – –
61 to 90 days 144.1 236.4 – –
91 to 180 days 81.6 306.7 – –
more than 181 days 202.7 360.9 – –
Impaired 437.8 320.3 – –
Gross receivables 7,053.0 7,739.9 11,697.1 10, 093.5

The receivables that are neither past due nor individually impaired are creditworthy debtors with good
payment records with the Group. More than 65.7% (2012: 62.3%) of the Group’s gross receivables are from
this group of customers. Receivables that are past due but not individually impaired relate to a number of
independent customers for whom there is no recent history of default.
The receivables that are individually determined to be impaired at the reporting date relate to debtors that are
in financial difficulties, have defaulted on payments and/or have disputes on the billings. Of the total amount
due from these debtors, an impairment of RM278.2 million (2012: RM307.9 million) has been made while the
balance is expected to be recovered through the debt recovery process.
The Group’s credit risk management objectives, policy and the exposure are described in Note 52. Movements
of impairment loss accounts are as follows:

Group
2013 2012

At 1 July 365.7 480.6


Disposal of subsidiaries (2.3) –
Write offs (53.7) (84.3)
Impairment losses 94.8 90.1
Reversal of impairment losses (69.4) (128.8)
Exchange differences 4.2 8.1
At 30 June 339.3 365.7

Impairment arising from:


- individual assessment 278.2 307.9
- collective assessment 61.1 57.8
Carrying amount at end of year 339.3 365.7
Sime Darby Berhad | Annual Report 2013
263
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

28. Inventories

Group
2013 2012

Produce stocks 170.2 188.3


Raw material and consumable stores 619.6 479.2
Work in progress 449.9 606.4
Finished goods 90.3 126.0
Completed development units 120.7 455.7
Trading inventories
- heavy equipment 3,042.9 3,278.9
- motor vehicles 2,664.6 2,830.2
- spare parts 1,528.8 1,492.6
- commodities and others 27.5 34.6
8,714.5 9,491.9

The carrying amount of trading inventories includes RM814.3 million (2012: RM591.7 million) stated at net realisable
value.
Inventories where the net realisable value is expected to be below the carrying amount were written down. During
the financial year, the Group wrote down an amount of RM61.9 million (2012: RM119.5 million) and reversed RM1.0
million (2012: RM38.7 million) previously written down.
No inventories were pledged as security for borrowings (2012: RM214.3 million) [Note 38].

29. Property Development Costs

Group
2013 2012

Development costs

At 1 July 6,413.6 6,853.7


Disposal of subsidiaries – (93.9)
Development costs incurred during the year 1,391.5 1,303.8
Transfer to property, plant and equipment [Note 17] – (261.3)
Transfer to investment properties [Note 20] – (44.0)
Transfer from land held for property development [Note 21] 60.5 63.7
Completed development units transferred to inventories (26.5) (175.5)
Completed development units and land sold (1,887.9) (1,230.5)
Exchange differences (10.9) (2.4)
At 30 June 5,940.3 6,413.6
Sime Darby Berhad | Annual Report 2013
264
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

29. Property Development Cost (continued)

Group
2013 2012

Less: Costs recognised in profit or loss


At 1 July (4,649.3) (4,831.2)
Disposal of subsidiaries – 33.4
Recognised during the year (1,113.3) (1,082.1)
Completed development units and land sold 1,887.9 1,230.5
Exchange differences 2.7 0.1
At 30 June (3,872.0) (4,649.3)

Total property development costs 2,068.3 1,764.3

Property development costs are analysed as follows:

Land at cost 285.9 458.2


Development costs 5,654.4 5,955.4
Costs recognised in profit or loss (3,872.0) (4,649.3)
2,068.3 1,764.3

Included in development costs incurred during the financial year were interest expense capitalised amounting to
RM4.4 million (2012: RM4.9 million).
Property development projects with a total carrying amount of RM4.4 million (2012: Nil) were pledged as security
for borrowings [Note 38].

30. Accrued Billings and Others

Group Company
2013 2012 2013 2012

Accrued billings 469.3 423.2 – –


Amounts due from customers on construction
contracts [Note 31] 154.9 472.3 – –
Prepaid to suppliers 373.3 326.9 – –
Prepaid lease rentals [Note 19] 40.4 44.4 – –
Other prepayments 206.3 294.8 – 18.0
1,244.2 1,561.6 – 18.0
Sime Darby Berhad | Annual Report 2013
265
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

31. Construction Contracts

Group
2013 2012

Aggregate costs incurred 2,896.5 10,534.0


Recognised profits less losses to-date (697.5) (840.9)
2,199.0 9,693.1

Progress billings (2,078.1) (9,251.3)


120.9 441.8

Represented by:
Amounts due from customers [Note 30] 154.9 472.3
Amounts due to customers [Note 44] (34.0) (30.5)
120.9 441.8

Retention sums 4.9 4.6

Included in construction contract costs incurred during the financial year were employee costs capitalised amounting
to RM5.9 million (2012: RM1.0 million).

32. Cash Held under Housing Development Accounts


The Group’s cash held under the Housing Development Accounts represents receipts from purchasers of residential
properties less payments or withdrawals provided under Section 7A of the Housing Developers (Control and
Licensing) Amendment Act 2002. The amount is held at call with banks and is available only to the subsidiaries
involved in the property development activities.
The weighted average effective interest rate of cash held under Housing Development Accounts was 2.0% (2012:
2.0%) per annum.

33. Bank Balances, Deposits and Cash


Group Company
2013 2012 2013 2012

Deposits with licensed banks 2,230.7 2,839.1 317.5 315.1


Cash at bank and in hand 1,862.8 1,725.6 – –
4,093.5 4,564.7 317.5 315.1

% % % %
Effective profit/interest rates of deposits with
licensed banks
- Islamic 3.07 3.02 3.02 –
- conventional 3.15 3.53 3.04 3.03

Included in deposits with licensed banks are Islamic deposits amounting to RM229.3 million (2012: RM79.5 million)
for the Group and RM115.0 million (2012: Nil) for the Company.
Deposits of the Group and Company have maturity periods ranging from overnight to 12 months (2012: overnight
to 12 months). Cash at bank are deposits held at call.
Deposits with licensed banks of certain subsidiaries with carrying amount of RM3.0 million (2012: RM2.3 million)
were pledged as security for borrowings [Note 38].
Included in bank balances, deposits and cash are funds of Yayasan Sime Darby of RM59.4 million (2012: RM99.1
million). These funds are set aside for educational, environmental conservation and sustainability projects and
related activities for the benefit of the community.
Sime Darby Berhad | Annual Report 2013
266
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

34. Non-Current Assets Held for Sale and Liabilities Associated with Assets Held for Sale

Group
2013 2012

Non-current assets held for sale


- property, plant and equipment 3.0 7.7
- prepaid lease rentals 0.7 0.7
- investment property – 7.0
- associates 23.8 26.8
- disposal group 102.9 –
130.4 42.2

Liabilities associated with assets held for sale


- disposal group (90.3) –
Net assets held for sale 40.1 42.2

The movements during the financial year relating to net assets held for sale are as follows:

Group
2013 2012

At 1 July 42.2 763.7


Disposals (18.2) (734.7)
Transfer from property, plant and equipment [Note 17] 91.6 5.2
Transfer from investment properties [Note 20] – 5.9
Transfer from associates – 2.1
Transfer from deferred tax assets [Note 25] 6.0 –
Transfer from other assets and liabilities (81.5) –
At 30 June 40.1 42.2

The non-current assets held for sale and liabilities associated with assets held for sale include the following:
i. the Group’s 30% equity interest in Brunsfield Embassyview Sdn Bhd
ii. Syarikat Malacca Straits Inn Sdn Bhd, classified as disposal group.
Disposal group includes property, plant and equipment of RM85.3 million and borrowing of RM84.8 million. The
borrowing was secured against the property, plant and equipment.
Sime Darby Berhad | Annual Report 2013
267
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

35. Share Capital

Group/Company
Number of shares
(million) Nominal value
2013 2012 2013 2012

Authorised:
At 1 July and 30 June
Ordinary shares of RM0.50 each 8,000.0 8,000.0 4,000.0 4,000.0

Series A redeemable convertible


preference shares of RM0.01 each 7,000.0 7,000.0 70.0 70.0

Series B redeemable convertible


preference shares of RM0.10 each 25.0 25.0 2.5 2.5
4,072.5 4,072.5

Issued and fully paid up:


At 1 July and 30 June
Ordinary shares of RM0.50 each 6,009.5 6,009.5 3,004.7 3,004.7

36. Performance–Based Employee Share Scheme


At the Extraordinary General Meeting held on 8 November 2012, the Company’s shareholders approved the
establishment of a performance-based employee share scheme (the Scheme) under which new ordinary shares of
RM0.50 each in the Company (Sime Darby Shares) will be granted to eligible employees and executive directors of
the Group. The Scheme was effected on 15 January 2013 following the submission of the By-Laws for the Scheme
to Bursa Malaysia Securities Berhad, the receipt of all required approvals and the compliance with the requirements
pertaining to the Scheme.
The salient features of the Scheme are as follows:
a. Eligible employees are those executives (including executive directors) of the Group (other than subsidiaries
which are dormant) who have attained the age of 18 years; entered into a full-time or fixed-term contract of
employment with and is on the payroll of a company within the Group; have not served notice of resignation
or received notice of termination on the date of the offer; whose service/employment have been confirmed
in writing; and have fulfilled other eligibility criteria which has been determined by the Long-term Incentive
Plan Committee (LTIP Committee) at its sole and absolute discretion from time to time. The LTIP Committee
is a committee established by the Board to implement and administer the Scheme in accordance with the
Scheme By-Laws.
b. The total number of Sime Darby Shares to be offered to any one of the employees and/or to be vested in any
one of the grantees shall not be more than 10% of the Sime Darby Shares made available under the Scheme
and shall not either singly or collectively through persons connected with the said employee, holds 20% or
more of the Company’s issued and paid up share capital.
c. The maximum number of Sime Darby Shares to be allotted and issued under the Scheme shall not be more than
in aggregate 10% of the issued and paid-up ordinary share capital of the Company at any point in time during
the duration of the Scheme.
d. The Scheme shall be in force for a period of 10 years commencing from the effective date of implementation.
e. The new Sime Darby Shares to be allotted and issued pursuant to the Scheme shall, upon allotment and
issuance, rank pari passu in all respects with the then existing issued Sime Darby Shares and shall be entitled
to any rights, dividends, allotments and/or distributions attached thereto and/or which may declared, made
or paid to the Company’s shareholders, provided that the relevant allotment date of such new shares is before
the record date (as defined in the Scheme By-Laws) for any right, allotment or distribution.
f. If the LTIP Committee so decides (but not otherwise), in the event of any alteration in the capital structure of
the Company during the duration of the Scheme, such corresponding alterations (if any) may be made in the
number of unvested Sime Darby Shares and/or the method and/or manner in the vesting of the Sime Darby
Shares comprised in a grant.
As at the end of the financial year, the Company has yet to grant any share under the Scheme.
Sime Darby Berhad | Annual Report 2013
268
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

37. Reserves
The nature of each of the Group’s reserves is as follows:

Nature Description
Revaluation reserve Surplus from revaluation of certain Malaysian plantation land and buildings
Capital reserve Arising from business combinations under common control totalling RM6,231.2
million (2012: RM6,231.2 million) and other credits
Legal reserve Reserves set aside in accordance with statutory requirements of countries where
the Group operates
Hedging reserve Arising from changes in fair value of derivatives under cash flow hedge
Available-for-sale reserve Arising from changes in fair value of available-for-sale investments
Exchange reserve Exchange differences arising on retranslation of the net investments in foreign
operations

Available-
Group Revaluation Capital Legal Hedging for-sale Exchange
2013 reserve reserve reserve Reserve reserve reserve Total

At 1 July 67.9 6,748.9 74.8 (64.8) 45.1 983.5 7,855.4


Other comprehensive
income [Note 16] – – – (35.2) 17.6 (614.1) (631.7)
Share of capital
reserve of associates – 2.8 – – – – 2.8
Transfer from
retained profits – 1.8 0.6 – – – 2.4
At 30 June 67.9 6,753.5 75.4 (100.0) 62.7 369.4 7,228.9

2012

At 1 July 67.9 6,742.5 72.5 79.9 47.4 984.9 7,995.1


Other comprehensive
income [Note 16] – 5.5 – (144.7) (2.3) (1.4) (142.9)
Transfer from
retained profits – 0.9 2.3 – – – 3.2
At 30 June 67.9 6,748.9 74.8 (64.8) 45.1 983.5 7,855.4

The Company’s reserves of RM5,725.1 million (2012: RM5,725.1 million) arose from business combinations under
common control. There was no movement in the reserve during the financial year.
Sime Darby Berhad | Annual Report 2013
269
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

38. Borrowings

Group Company
2013 2012 2013 2012

Non-current

Secured
Term loans [note (a)] 244.9 110.0 – –

Unsecured
Term loans [note (a)] 2,819.0 2,120.8 – –
Islamic Medium Term Notes [note (b)] 2,400.0 1,700.0 2,400.0 1,700.0
Sukuk [note (c)] 2,529.5 – – –
7,993.4 3,930.8 2,400.0 1,700.0

Current

Secured
Term loans [note(a)] 0.6 – – –
Revolving credits and others 270.0 291.6 – –

Unsecured
Bank overdrafts 50.2 27.8 – –
Portion of term loans due within one year 20.0 1,751.6 – –
[note (a)]
Portion of Islamic Medium Term Notes due – 300.0 – 300.0
within one year[note (b)]
Islamic Commercial Papers [note (b)] – 650.0 – 650.0
Revolving credits, trade facilities and others 1,751.4 2,851.6 500.0 700.0
2,092.2 5,872.6 500.0 1,650.0

Total borrowings 10,085.6 9,803.4 2,900.0 3,350.0

a. Term loans
The term loans include the following:

i. USD400.0 million long-term loans repayable over nine semi-annual installments (eight equal installments
of USD44.5 million each and a final installment of USD44.0 million) commencing at the end of the 36th
month from the drawdown date on 12 December 2011. The outstanding balance as at 30 June 2013 was
USD400.0 million (2012: USD400.0 million).
ii. RM1,490.0 million long-term loans repayable over nine semi-annual installments commencing at the end
of the 36th month from their respective first drawdown dates. All these loans are fully repayable by
January 2020.
Sime Darby Berhad | Annual Report 2013
270
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

38. Borrowings (continued)


b. Islamic Medium Term Notes and Islamic Commercial Papers
On 24 September 2009, the Company had obtained the approval of the Securities Commission for the
establishment of an Islamic Medium Term Note (IMTN) Programme of RM4,500.0 million and an Islamic
Commercial Paper (ICP)/IMTN Programme of RM500.0 million with a combined limit of RM4,500.0 million.
The IMTN Programme and ICP/IMTN Programme are for tenures of 20 years and 7 years, respectively. The
IMTN Programme and the ICP/IMTN Programme are structured under the Shariah Principle of Musyarakah.
The IMTNs are rated AAAID by Malaysian Rating Corporation Berhad and are listed on the Main Market of Bursa
Malaysia Securities Berhad under an Exempt Regime.
On 16 November 2009, the Company issued three IMTNs for tenure of 3-year, 5-year and 7-year of RM300.0
million, RM700.0 million and RM1,000.0 million respectively. On 16 November 2012, the Company redeemed
its 3-year RM300.0 million IMTN upon maturity. On 11 December 2012, the Company issued two tranches of
IMTNs amounting to RM700.0 million.
As at 30 June 2013, the outstanding IMTNs under the ICP/IMTN Programme are as follows:

Tenure Profit rate


Date of issuance (months) (per annum) Maturity date Nominal value

16 November 2009 60 4.38% 14 November 2014 700.0


16 November 2009 84 4.75% 16 November 2016 1,000.0
11 December 2012 120 3.98% 9 December 2022 300.0
11 December 2012 180 4.35% 10 December 2027 400.0
2,400.0

On 27 February 2013, Standard & Poor’s Ratings Services assigned its axAAA ASEAN regional scale rating
to the Group’s latest issuances of RM300.0 million and RM400.0 million on 11 December 2012. The axAAA
ASEAN rating scale provides an independent opinion on the creditworthiness of the issuer relative to other
ASEAN issuers.
c. Sukuk
On 11 January 2013, the Group received the approval of the Securities Commission for the establishment of
a Multi-Currency Sukuk Programme (Sukuk Programme) with a programme limit of USD1,500.0 million (or its
equivalent in other currencies).
The Sukuk Programme is structured under the Shariah Principle of Ijarah, which is a sale and leaseback
arrangement. Sime Darby Global Berhad, a wholly owned subsidiary of the Group, is the issuer under this
financing.
The Sukuk Programme has been accorded ratings of A by Standard & Poor’s Ratings Services, A by Fitch Ratings
and A3 by Moody’s Investors Service.
On 22 January 2013, the Group successfully priced USD800.0 million sukuk via book building process. The
sukuk was issued on 29 January 2013, and the outstanding sukuk as at 30 June 2013 are as follows :

Date of issuance Tenure Profit rate Maturity date Nominal value


(months) (per annum) (USD million)

29 January 2013 60 2.053% 29 January 2018 400.0


29 January 2013 120 3.290% 29 January 2023 400.0
800.0

The sukuk issued is listed on the Singapore Exchange Securities Trading Limited and on Bursa Malaysia
Securities Berhad pursuant to Bursa Malaysia’s exempt regime on 30 January 2013.
Sime Darby Berhad | Annual Report 2013
271
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

38. Borrowings (continued)


d. Other information on borrowings
i. Islamic financing
The average effective profit margins per annum on Islamic financing are as follows:

Group Company
2013 2012 2013 2012
% % % %

Islamic Medium Term Notes 4.48 4.44 4.48 4.44


Islamic Commercial Papers – 3.44 – 3.44
Sukuk 2.75 – – –

ii. Conventional financing


The average effective interest rates per annum on conventional financing are as follows:

Group Company
2013 2012 2013 2012
% % % %

Term loans
- before interest rate swaps 3.06 3.08 – –
- after interest rate swaps 3.08 4.81 – –
Bank overdrafts 5.61 5.72 – –
Other short-term borrowings 3.49 3.87 3.58 3.54

The Group’s term loans that are subject to contractual interest rates repricing within 1 year amounted to
RM3,084.5 million (2012: RM3,982.4 million).
iii. Secured financing
Borrowings amounting to RM515.5 million (2012: RM401.6 million) are secured by fixed and floating
charges over the assets of the Group. The carrying amounts of assets that the Group has pledged as
collateral for the borrowings are as follows:

Group
2013 2012

Property, plant and equipment 114.8 90.0


Investment property 246.4 132.5
Inventories, receivables and other assets 7.4 216.6
368.6 439.1
Sime Darby Berhad | Annual Report 2013
272
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

38. Borrowings (continued)


d. Other information on borrowings (continued)
iv. Currencies and maturity profile
The currencies and maturity profile of the Group’s borrowings are as follows:

Maturities
Group Within 1 Between 1 Between 2 Above 5
2013 year and 2 years and 5 years years Total

Term loans
- Ringgit Malaysia 18.0 63.7 799.2 896.8 1,777.7
- United States dollar – 282.8 848.5 139.8 1,271.1
- Chinese renminbi 2.1 5.2 10.4 3.0 20.7
- Pacific franc 0.5 0.5 1.5 12.5 15.0
Islamic Medium Term Notes
- Ringgit Malaysia – 700.0 1,000.0 700.0 2,400.0
Sukuk
- United States dollar – – 1,264.7 1,264.8 2,529.5
Bank overdraft
- Chinese renminbi 22.3 – – – 22.3
- New Zealand dollar 27.9 – – – 27.9
Revolving credits, trade
facilities and other short-
term borrowings
- Ringgit Malaysia 1,080.1 – – – 1,080.1
- Australian dollar 105.0 – – – 105.0
- Chinese renminbi 266.7 – – – 266.7
- New Zealand dollar 27.4 – – – 27.4
- Thailand baht 32.5 – – – 32.5
- Singapore dollar 18.8 – – – 18.8
- United States dollar 490.9 – – – 490.9
2,092.2 1,052.2 3,924.3 3,016.9 10,085.6
Sime Darby Berhad | Annual Report 2013
273
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

38. Borrowings (Continued)


d. Other information on borrowings (continued)
iv. Currencies and maturity profile (continued)
The currencies and maturity profile of the Group’s borrowings are as follows: (continued)

Maturities
Group Within 1 Between 1 Between 2 Above 5
2012 year and 2 years and 5 years years Total

Term loans
- Ringgit Malaysia 32.5 18.0 65.4 704.2 820.1
- United States dollar 1,718.6 – 853.8 421.8 2,994.2
- Australian dollar – 161.5 – – 161.5
- Pacific franc 0.5 0.5 1.5 4.1 6.6
Islamic Medium Term Notes
- Ringgit Malaysia 300.0 – 1,700.0 – 2,000.0
Islamic Commercial Papers
- Ringgit Malaysia 650.0 – – – 650.0
Bank overdraft
- Chinese renminbi 8.6 – – – 8.6
- New Zealand dollar 19.2 – – – 19.2
Revolving credits, trade
facilities and other short-
term borrowings
- Ringgit Malaysia 1,351.2 – – – 1,351.2
- Australian dollar 772.5 – – – 772.5
- Chinese renminbi 459.1 – – – 459.1
- Hong Kong dollar 158.4 – – – 158.4
- New Zealand dollar 68.4 – – – 68.4
- Thailand baht 13.4 – – – 13.4
- United States dollar 320.2 – – – 320.2
5,872.6 180.0 2,620.7 1,130.1 9,803.4

The Company’s borrowings are denominated in Ringgit Malaysia and the maturity dates of its Islamic
Medium Term Notes are shown in note (b) above.
Sime Darby Berhad | Annual Report 2013
274
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

39. Finance Lease Obligation


The Group leased certain of its plant and machinery under finance leases. The average lease term is 20 years (2012:
Nil). The Group has options to purchase the plant and machinery for nominal amount at the end of the lease term.

Group
2013 2012

Gross finance lease liabilities – minimum lease payments


- due no later than one year 12.2 –
- due later than one year and no later than five years 49.0 –
- due later than five years 161.3 –
222.5 –
Future finance charges (58.2) –
Present value of finance lease liabilities 164.3 –

The present value of finance lease liabilities is as follows:


- due no later than one year 6.5 –
- due later than one year and no later than five years 28.3 –
- due later than five years 129.5 –
164.3 –

Non-current
Due later than one year 157.8 –

Current
Due no later than one year 6.5 –
164.3 –

The finance lease obligations are denominated in Ringgit Malaysia, subject to fixed interest rates of 3.7% and 4.5% per
annum and are secured by plant and machinery with a total net book value of RM162.3 million (2012: Nil) [Note 17].
Sime Darby Berhad | Annual Report 2013
275
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

40. Payables

Group Company
2013 2012 2013 2012

Non-current
Amounts due to a subsidiary [note (b)] – – 2,529.5 –

Current
Trade payables 4,289.9 5,674.5 – –
Accruals [note (a)] 3,889.3 3,728.2 24.7 26.1
Amount due to a subsidiary [note (b)] – – 28.7 –
Amounts due to jointly controlled entities 0.7 – – –
Amounts due to associates 0.4 – – –
Financial guarantees [note (c)] 1.2 0.5 47.5 72.1
Interest payable 54.3 29.2 11.9 29.7
8,235.8 9,432.4 112.8 127.9

Total payables 8,235.8 9,432.4 2,642.3 127.9

a. Accruals
Included in accruals is a constructive obligation of RM88.9 million (2012: RM100.0 million) for corporate social
responsibility (CSR) activities to be undertaken by the Group through Yayasan Sime Darby (YSD). The projects
to be undertaken would fall within the five pillars supported by YSD namely Community Development, Youth,
Sports & Recreation, Conservation of Environment & Protection of Ecosystems, Arts & Culture and Education.
b. Amounts due to a subsidiary
Non-current
The amounts due to a subsidiary bear interest at rates ranging between 2.053% to 3.290% (2012: Nil) per
annum, are unsecured and are not expected to be recalled within the next twelve months.
Current
The amount due to a subsidiary is unsecured, repayable on demand and is interest free.

c. Financial guarantees
The financial guarantees represent the fair value of the obligations in respect of the following contracts:

Group Company
2013 2012 2013 2012

Guarantees in respect of credit facilities


granted to:
- certain subsidiaries – – 1,569.6 3,621.6
- a jointly controlled entity 14.9 14.5 – –
- certain associates 15.2 23.0 – –
- plasma stakeholders 81.1 107.2 – –
111.2 144.7 1,569.6 3,621.6
Sime Darby Berhad | Annual Report 2013
276
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

41. Provisions

Performance
Group guarantees
2013 Warranties and bonds Risk sharing Total

At 1 July 359.4 84.2 23.6 467.2


Additions 146.3 – 14.3 160.6
Amounts unutilised (70.9) (84.2) (8.2) (163.3)
Charged/(credited) to profit or loss 75.4 (84.2) 6.1 (2.7)
Utilised (118.7) – (8.6) (127.3)
Exchange differences (12.7) – 1.0 (11.7)
At 30 June 303.4 – 22.1 325.5

2012

At 1 July 408.8 277.2 23.0 709.0


Additions 163.7 – 1.0 164.7
Amounts unutilised (46.5) (193.0) – (239.5)
Charged/(credited) to profit or loss 117.2 (193.0) 1.0 (74.8)
Utilised (175.9) – (2.1) (178.0)
Exchange differences 9.3 – 1.7 11.0
At 30 June 359.4 84.2 23.6 467.2

Group
2013 2012

Non-current
Due later than one year 92.0 83.6

Current
Due no later than one year 233.5 383.6
325.5 467.2

a. Warranties
Provision is recognised on warranties provided for the sales of machinery, vehicles and other products that
are not covered by manufacturers’ warranties. This provision has been estimated based on historical claims
experience, as well as recent trends which are indicative of future claims.
b. Performance guarantees and bonds
Provisions for performance guarantees and bonds are recognised when crystallisation is probable.
c. Risk sharing
Provision is recognised on guarantees provided up to a predetermined amount to a third party leasing
company (Caterpillar (China) Financial Leasing Co Ltd) for financing customers’ purchases of equipment from
the Group. This provision for the obligation that the Group has to pay to the leasing company should the
customers default, has been estimated based on a percentage of risk sharing ratio over the total outstanding
lease portfolio.
Sime Darby Berhad | Annual Report 2013
277
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

42. Retirement Benefits

Group
2013 2012

At 1 July 124.8 97.2


Charge for the year [Note 6(a)] 35.7 29.1
Contributions paid (11.1) (14.1)
Benefits paid – unfunded obligations (6.3) (22.9)
Actuarial losses 19.0 33.1
Exchange differences (7.6) 2.4
At 30 June 154.5 124.8

Non-current
Due later than one year 154.5 124.7

Current
Due no later than one year, included in progress billings and others under
current liabilities [Note 44] – 0.1
154.5 124.8

The amounts recognised on the statements of financial position are


determined as follows:

Present value of funded obligations [note (a)] 393.3 356.3


Fair value of plan assets [note (b)] (281.9) (260.4)
111.4 95.9
Present value of unfunded obligations [note (a)] 43.1 28.9
Net liabilities 154.5 124.8

The amounts recognised in the profit or loss are as follows:

Current service cost 31.1 23.6


Past service cost – 0.3
Interest cost 16.4 16.5
Expected return on plan assets (11.8) (11.3)
35.7 29.1
Total return on plan assets are as follows:
Expected return on plan assets 11.8 11.3
Actuarial gains on plan assets 12.1 32.8
23.9 44.1
Sime Darby Berhad | Annual Report 2013
278
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

42. Retirement Benefits (continued)

Group
2013 2012
a. Changes in the present value of defined benefit obligations

Wholly or partly funded obligations 393.3 356.3


Unfunded obligations 43.1 28.9
436.4 385.2

Movements in the present value of defined benefit obligations


are as follows:

At 1 July 385.2 327.8


Current service cost 31.1 23.6
Past service cost – 0.3
Interest cost 16.4 16.5
Benefits paid – funded obligations (21.7) (15.8)
Benefits paid – unfunded obligations (6.3) (22.9)
Actuarial losses 31.1 65.9
Exchange differences 0.6 (10.2)
At 30 June 436.4 385.2

b. Changes in the fair value of plan assets

At 1 July 260.4 230.6


Expected return on plan assets 11.8 11.3
Contributions by employers 11.1 14.1
Benefits paid (21.7) (15.8)
Actuarial gains 12.1 32.8
Exchange differences 8.2 (12.6)
At 30 June 281.9 260.4

c. Principal actuarial assumptions


Principal actuarial assumptions used at 30 June in respect of the Group’s defined benefit pension plans are
as follows:
Group
2013 2012
% %
Discount rate 1.0 – 7.8 1.8 – 9.0
Expected return on plan assets 3.9 – 9.5 3.6 – 7.0
Expected rate of salary increases 1.5 – 7.5 1.5 – 8.0
Sime Darby Berhad | Annual Report 2013
279
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

43. Deferred Income

Group
2013 2012

Maintenance income 105.6 99.3


Advance annualised licence fees 149.3 135.6
Government grant 97.7 –
352.6 234.9

Non-current
Due later than one year 291.0 183.7

Current
Due no later than one year 61.6 51.2
352.6 234.9

44. Progress Billings and Others

Group
2013 2012

Amounts due to customers on construction contracts [Note 31] 34.0 30.5


Progress billings 29.0 11.6
Retirement benefits
- defined contribution pension plans 17.0 22.3
- defined benefit pension plans [Note 42] – 0.1
80.0 64.5

45. Contingent Liabilities and Commitments


Contingent liabilities and commitments are as follows:
a. Guarantees
In the ordinary course of business, the Group may obtain surety bonds and letters of credit, which the Group
provides to customers to secure advance payment, performance under contracts or in lieu of retention
being withheld on contracts. A liability would only arise in the event the Group fails to fulfill its contractual
obligations.
The Company has also provided performance guarantees to customers of certain subsidiaries to secure
performance under contracts or in lieu of retention withheld on contracts.
The outstanding guarantees as at 30 June are as follows:

Group Company
2013 2012 2013 2012

Performance and advance payment


guarantees to customers of:
- subsidiaries – – 2,223.9 2,223.9
- a jointly controlled entity – 2,788.0 – 1,000.0
- the Group 2,938.1 3,837.5 – –
2,938.1 6,625.5 2,223.9 3,223.9
Sime Darby Berhad | Annual Report 2013
280
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

45. Contingent Liabilities and Commitments (continued)


Contingent liabilities and commitments are as follows: (continued)
a. Guarantees (continued)
In cases where the Group is required to issue surety bonds or letters of credit for the entire contract despite
holding partial interest in a venture, the Group will seek counter-indemnity from the other venture partners.
As at 30 June, the counter-indemnities received by the Group and by the Company are as follows:

Group Company
2013 2012 2013 2012
Counter-indemnities from:
- third parties 212.1 1,603.7 212.1 212.1
- a subsidiary – – – 708.0
212.1 1,603.7 212.1 920.1

b. Claims
As at 30 June 2013, claims against the Group not taken up in the statements of financial position amounted
to RM1.3 million (2012: RM43.7 million). These claims include disputed amounts for the supply of goods and
services.
There were no claims against the Company as at 30 June 2013 (2012: Nil).
c. Capital commitments

Group
2013 2012
Authorised capital expenditure not provided for in the financial
statements:
Property, plant and equipment
- contracted 556.8 1,193.4
- not contracted 2,213.5 2,521.8
2,770.3 3,715.2
Other capital expenditure
- contracted 453.5 58.8
- not contracted 2,246.9 2,193.1
5,470.7 5,967.1

The Company does not have any capital commitment as at 30 June 2013 (2012: Nil).
d. Leases

Group
2013 2012
Commitments under non-cancellable operating leases:
- expiring not later than one year 205.7 220.3
- expiring later than one year but not later than five years 330.8 314.2
- expiring later than five years 345.4 399.0
881.9 933.5

The Company does not have any non-cancellable operating lease as at 30 June 2013 (2012: Nil).
e. Plasma Plantation
The Group is committed to develop a total of 55,051 (2012: 50,275) hectares of oil palm plantation for plasma
farmers in Indonesia. A total of 41,415 (2012: 41,879) hectares have been developed of which about 35,151
(2012: 33,174) hectares have been handed over to plasma farmers.
Sime Darby Berhad | Annual Report 2013
281
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

46. Material Litigation


The outstanding material litigation are as follows:
a. PT Adhiyasa Saranamas (PTAS)
PT Adhiyasa Saranamas (PTAS) commenced a legal suit on 17 September 2003 against Kumpulan Guthrie
Berhad (KGB) and 6 of its Indonesian subsidiaries for an alleged breach of contract with regards to the provision
of consultancy services in connection with the acquisition of subsidiaries in Indonesia. In 2008, the Supreme
Court partially approved PTAS’s claim and ordered KGB to pay the amount of USD25.76 million together with
interest at the rate of 6% per year thereon (Indonesian Judgment). The parties have amicably settled the
Indonesian Judgment and all legal actions instituted by PTAS in Indonesia during the previous financial year.
In Malaysia, PTAS had on 11 March 2008 commenced legal proceedings against KGB to enforce the Indonesian
Judgment. In light of the settlement of legal actions in Indonesia, KGB applied to amend its Amended Defence,
which application was allowed by the High Court on 27 March 2012.
The trial was concluded on 10 May 2012 and on 14 June 2012, the High Court dismissed PTAS’s claim with
costs (High Court Decision).
PTAS had on 15 June 2012 filed its notice of appeal to the Court of Appeal against the High Court Decision
(Appeal). The Appeal was fixed for case management on 4 July 2013 and for hearing on 12 September 2013.
The Court of Appeal has on 12 September 2013 adjourned the hearing to 7 November 2013.
b. Qatar Petroleum Project (QP Project), Maersk Oil Qatar Project (MOQ Project) and the Marine Project Civil
Suits
On 23 December 2010, Sime Darby Berhad (SDB), Sime Darby Engineering Sdn Bhd, Sime Darby Energy Sdn
Bhd, Sime Darby Marine Sdn Bhd and Sime Darby Marine (Hong Kong) Pte Ltd (collectively, the Plaintiffs)
filed a civil suit against Dato’ Seri Ahmad Zubair @ Ahmad Zubir bin Hj Murshid (DSAZ), Dato’ Mohamad
Shukri bin Baharom (DMS), Abdul Rahim bin Ismail, Abdul Kadir Alias and Mohd Zaki bin Othman (collectively,
the Defendants) claiming, inter alia, damages arising from the Defendants’ negligence and breaches of duty
in relation to the Qatar Petroleum Project (QP Project), the Maersk Oil Qatar Project (MOQ Project) and the
project relating to the construction of marine vessels known as the Marine Project. The aggregate amount
claimed was RM329.7 million together with general and aggravated damages to be assessed and other relief.
The Defendants have filed their respective Statements of Defence.
DSAZ, the 1st Defendant, filed third party notices dated 8 March 2011 against 22 individuals (DSAZ’s Third
Party Notices) of whom include certain current members of the board of SDB. Pursuant to DSAZ’s Third Party
Notices, DSAZ is seeking an indemnity and/or contribution from the 22 individuals in the event DSAZ is found
liable to the Plaintiffs.
DMS, the 2nd Defendant, also filed similar third party notices dated 20 April 2011 against 12 individuals and
Sime Darby Holdings Berhad (DMS’s Third Party Notices), of whom comprise former management and former
members of the board of SDB, its subsidiaries and Kumpulan Sime Darby Berhad and former members of the
audit and supervisory committee of SDB’s Energy & Utilities Division. Pursuant to DMS’s Third Party Notices,
DMS is seeking an indemnity and/or contribution from the third parties in the event DMS is found liable to
the Plaintiffs.
DSAZ had on 2 June 2011 and 8 June 2011 discontinued the third party proceedings against 5 individuals out
of the 22 who were originally named.
i. Third Party Proceedings
The remaining third parties have applied to strike out third party proceedings instituted against them by
DSAZ and DMS. The High Court had, on 13 December 2011, allowed the applications by the third parties
and struck out DSAZ’s and DMS’s third party statements of claim, set aside the third party notices and
dismissed the third party proceedings on the basis, amongst others, that DSAZ’s and DMS’s third party
proceedings were frivolous and vexatious (High Court Decision).
On 11 January 2012, DSAZ and DMS filed their respective appeals against the High Court Decision
(Appeals).
On 1 August 2012, the Court of Appeal, after hearing submissions from DSAZ’s and DMS’s solicitors,
dismissed the Appeals with costs (Court of Appeal Decision). On 3 September 2012, DSAZ filed a notice
of motion for leave to appeal to the Federal Court against the Court of Appeal Decision (DSAZ’s Leave to
Appeal). On 18 September 2013, the Federal Court dismissed DSAZ’s Leave to Appeal with costs.
Sime Darby Berhad | Annual Report 2013
282
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

46. Material Litigation (continued)


The outstanding material litigation are as follows: (continued)
b. Qatar Petroleum Project (QP Project), Maersk Oil Qatar Project (MOQ Project) and the Marine Project Civil
Suits (continued)
ii. Main Suit
The Court fixed DSAZ’s application for discovery of documents (DSAZ’s Discovery Application) for
hearing on 22 January 2013.
On 9 January 2013, DSAZ filed an application for a stay of the trial of the civil suit (Stay Application).
The Stay Application was filed on the basis that DSAZ’s Leave to Appeal has yet to be heard. On 22
January 2013, the Court allowed DSAZ’s Stay Application and ordered that the trial of the civil suit be
stayed pending the disposal of DSAZ’s Leave to Appeal (Stay Order). In view of the Stay Order, DSAZ’s
Discovery Application will not be heard until DSAZ’s Leave to Appeal is finally disposed of. On 2 May
2013, the Court fixed 25 September 2013 for mention pending the disposal of DSAZ’s Leave to Appeal.
There is no trial date fixed for the main suit.
c. Bakun Hydroelectric Project (Bakun Project) and the Indemnity Agreement Civil Suits
On 24 December 2010, Sime Darby Berhad (SDB), Sime Engineering Sdn Bhd (SESB), Sime Darby Holdings
Berhad (SDHB) and Sime Darby Energy Sdn Bhd (collectively, the Plaintiffs) filed a civil suit against Dato’
Seri Ahmad Zubair @ Ahmad Zubir bin Hj Murshid (DSAZ), Dato’ Mohamad Shukri bin Baharom (DMS) and
Abdul Rahim bin Ismail (collectively, the Defendants) claiming, inter alia, damages in connection with the
Defendants’ negligence and breaches of duty in relation to the Package CW2-Main Civil Works for the Bakun
Hydroelectric Project (Bakun Project) and in respect of the Receipt, Discharge and Indemnity Agreement dated
12 January 2010 (Indemnity Agreement) given to DMS. The aggregate amount claimed was RM91.4 million
together with general and aggravated damages to be assessed and other relief.
The Defendants have filed their respective Statements of Defence.
DSAZ, the 1st Defendant filed third party notices dated 8 March 2011 against 22 individuals (DSAZ’s Third
Party Notices) of whom include several current members of the board of SDB. Pursuant to DSAZ’s Third Party
Notices, DSAZ is seeking an indemnity and/or contribution from the 22 individuals in the event DSAZ is found
liable to the Plaintiffs.
DMS, the 2nd Defendant, also filed similar third party notices dated 20 April 2011 against 11 individuals,
SESB and SDHB (DMS’s Third Party Notices), of whom comprise former members of the board of SDB, its
subsidiaries and Kumpulan Sime Darby Berhad and former members of the audit and supervisory committee
of SDB’s Energy & Utilities Division. Pursuant to DMS’s Third Party Notices, DMS is seeking an indemnity and/
or contribution from the third parties in the event DMS is found liable to the Plaintiffs.
DSAZ had on 2 June 2011 and 8 June 2011 discontinued the third party proceedings against 5 individuals out
of the 22 who were originally named.
i. Third Party Proceedings
The remaining third parties have applied to strike out third party proceedings instituted against them by
DSAZ and DMS. The High Court had, on 13 December 2011, allowed the applications by the third parties
and struck out DSAZ’s and DMS’s third party statements of claim, set aside the third party notices and
dismissed the third party proceedings on the basis, amongst others, that DSAZ’s and DMS’s third party
proceedings were frivolous and vexatious (High Court Decision).
On 11 January 2012, DSAZ and DMS filed their respective appeals against the High Court Decision
(Appeals).
On 1 August 2012 the Court of Appeal, after hearing submissions from DSAZ’s and DMS’s solicitors,
dismissed the Appeals with costs (Court of Appeal Decision). On 3 September 2012, DSAZ filed a notice
of motion for leave to appeal to the Federal Court against the Court of Appeal Decision (DSAZ’s Leave to
Appeal). On 18 September 2013, the Federal Court dismissed DSAZ’s Leave to Appeal with costs.
Sime Darby Berhad | Annual Report 2013
283
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

46. Material Litigation (continued)


The outstanding material litigation are as follows: (continued)
c. Bakun Hydroelectric Project (Bakun Project) and the Indemnity Agreement Civil Suits (continued)
ii. Main Suit
The Court fixed DSAZ’s application for discovery of documents (DSAZ’s Discovery Application) for
hearing on 22 January 2013.
On 9 January 2013, DSAZ filed application for a stay of the trial of the civil suit (Stay Application). The
Stay Application was filed on the basis that DSAZ’s Leave to Appeal has yet to be heard. On 22 January
2013, the Court allowed DSAZ’s Stay Application and ordered that the trial of the civil suit be stayed
pending the disposal of DSAZ’s Leave to Appeal (Stay Order). In view of the Stay Order, DSAZ’s Discovery
Application will not be heard until DSAZ’s Leave to Appeal is finally disposed of. On 2 May 2013, the
Court fixed 25 September 2013 for mention pending the disposal of DSAZ’s Leave to Appeal. There is
no trial date fixed for the main suit.
d. Emirates International Energy Services (EMAS)
Emirates International Energy Services (EMAS) had on 13 January 2011, filed a civil suit in the Plenary
Commercial Court in Abu Dhabi against Sime Darby Engineering Sdn Bhd (SDE) claiming payment of USD178.2
million (equivalent to about RM552.5 million) comprising a payment of USD128.2 million and USD50.0 million
for commissions and “morale compensation” respectively.
SDE filed its Statement of Defence and Counter Claim for the sum of AED100 million (equivalent to about
RM84.4 million) on 14 August 2011.
As SDE’s Statement of Defence contained a request for the matter to be referred to arbitration (SDE’s Plea),
the Court adjourned the case to 22 August 2011 for a decision on SDE’s Plea.
On 22 August 2011, the Court dismissed EMAS’s claim based on SDE’s Plea, as contained in SDE’s Statement
of Defence. SDE’s solicitors informed SDE that EMAS had until 21 September 2011 to file an appeal against
the Court’s decision but EMAS failed to do so.
i. Proceedings at Abu Dhabi Commercial Conciliation & Arbitration Centre (ADCCAC)
EMAS had, on 11 December 2011, submitted a request for arbitration to the Abu Dhabi Commercial
Conciliation & Arbitration Centre (ADCCAC). By way of a notice dated 26 December 2011 (Notice) which
SDE received on 17 January 2012, SDE was informed that the matter has been registered for arbitration.
SDE’s local counsel had on 14 February 2012 filed and submitted the response to the Notice to ADCCAC
and the arbitration is currently stayed pending EMAS’s response.
ii. Proceedings at the Judicial Department of Abu Dhabi
On 31 March 2012, EMAS filed another suit against SDE at the Judicial Department of Abu Dhabi. The
claim of USD178.2 million (equivalent to RM566.3 million) by EMAS was based on the same facts and
grounds as the First Suit.
At the hearing on 30 May 2012, the Court dismissed the case on procedural grounds, namely that EMAS
did not comply with the procedures for Commercial Agency disputes as set forth in Articles 27 and 28
of the United Arab Emirates Commercial Agencies Law when EMAS failed to raise a formal claim or
mediation request with the Committee of Commercial Agencies at the Ministry of Economy in the first
instance.
On 21 June 2012, EMAS filed an appeal to the Court of Appeal in Abu Dhabi (Appellate Court) against the
decision of the Court dated 30 May 2012 (Appeal).
On 13 August 2012, SDE submitted its rebuttal to EMAS’s grounds of appeal before the Appellate Court.
On 28 August 2012, the Appellate Court dismissed the Appeal and ordered for the case to be tried afresh
by the court of first instance on the ground that the court of first instance has the jurisdiction to hear the
dispute between EMAS and SDE.
Sime Darby Berhad | Annual Report 2013
284
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

46. Material Litigation (continued)


The outstanding material litigation are as follows: (continued)
d. Emirates International Energy Services (EMAS) (continued)
ii. Proceedings at the Judicial Department of Abu Dhabi (continued)
On 15 October 2012, SDE’s local counsel filed an appeal against the Appellate Court’s decision. In
deliberating SDE’s appeal, the Supreme Court decided on 8 April 2013 that it was not timely to challenge
the Appellate Court’s decision as the latter’s judgment was merely on procedural issues and not on the
merits of the case. The matter is now proceeding in the court of first instance.
On 13 May 2013, SDE filed its submission while EMAS’s submission was filed on 23 May 2013. On 11 June
2013, the Court delivered its interim order to appoint a court expert specialising in commercial agencies
and ordered EMAS to pay AED45,000 being court expert fees. At the hearing on 18 June 2013, EMAS
submitted proof of payment of the expert fees and the Court adjourned the hearing to 30 July 2013.
On 29 June 2013, the court expert held a session with SDE’s local counsel and another session on 3 July
2013 for further deliberation at which SDE’s proposal for settlement on a retainer basis was rejected by
EMAS. The court expert released his report to the parties on 30 July 2013.
The matter has been adjourned to 2 October 2013 for hearing.
e. Michael Chow Keat Thye (the Applicant)
On 18 November 2011, Michael Chow Keat Thye (the Applicant) filed an application pursuant to Order 53
rule 3(2) of the Rules of the High Court for judicial review against the Securities Commission of Malaysia (SC)
decision made on 11 October 2011 in ruling that the acquisition of the equity interest in Eastern & Oriental
Berhad (E&O) by Sime Darby Nominees Sdn Bhd (SD Nominees) has not given rise to a mandatory offer
obligation and seek for an Order of the High Court to compel SD Nominees to make a mandatory offer at the
price of RM2.30 per E&O share.
The High Court granted leave for the application for Judicial Review on 8 December 2011.
On 21 December 2011, SD Nominees was served with a copy of the cause papers in relation to the application
for Judicial Review by the Applicant’s lawyers. On 5 January 2012, SD Nominees filed an application to be
added as a party in the Judicial Review proceedings and obtained leave to be added as 2nd Respondent on 11
January 2012.
On 25 January 2012, SC filed an application to recuse the learned judge and the recusal application was
dismissed with costs on 2 April 2012. SC appealed and the Court of Appeal dismissed the appeal with costs of
RM10,000 on 2 October 2012.
On 31 January 2012, SD Nominees filed an application to expunge that part of the Applicant’s affidavit and
the exhibit (JP Morgan’s press interview) which alleged that SD Nominees had admitted to having obtained
majority control in E&O on the basis that it constituted hearsay statements and was inadmissible. The Applicant
amended its affidavit and filed a corrective affidavit on 8 January 2013. In the light of the amendments, the
application to expunge was withdrawn on 16 January 2013.
Subsequent case managements were held on 18 February 2013, 17 May 2013 and 11 June 2013.
On 17 June 2013, the parties were directed to file their respective submissions by 30 September 2013, which
is also fixed for case management, and their respective submissions in reply (if any) by 14 October 2013. The
Court fixed the hearing of the Judicial Review on 1 November 2013.
Sime Darby Berhad | Annual Report 2013
285
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

46. Material Litigation (continued)


The outstanding material litigation are as follows: (continued)
f. Qatar Petroleum (QP) Statement of Claim
On 15 August 2012, Sime Darby Engineering Sdn Bhd (SDE) filed a Statement of Claim at the Qatar Court
against Qatar Petroleum (QP) for the sum of QAR1,005,353,061 (equivalent to RM877.5 million) comprising
outstanding invoices, compensation, performance bonds and additional costs in relation to an offshore
engineering project in Qatar undertaken by SDE pursuant to a contract dated 27 September 2006. However,
the contract came into effect much earlier on 15 April 2006 and SDE had commenced work since then.
At the first hearing/case management before the Court on 9 October 2012, QP did not appear and the Court
subsequently fixed another hearing on 28 November 2012.
On 28 November 2012, QP filed its Statement of Defence together with supporting documents (which were
mostly in English). The Court fixed another hearing date on 10 January 2013 for QP to submit translations of
the said documents. On 10 January 2013, QP filed its supporting documents in Arabic and the Court granted
SDE a further extension of time until 28 February 2013 for SDE to file its reply.
On 28 February 2013, in its reply to QP’s Defence, SDE made an upward revision to the amount claimed
in respect of the performance bond. The total claim currently stands at QAR1,008.1 million (equivalent to
RM879.9 million). The Court fixed another hearing date on 19 March 2013 for QP to file its reply, which reply
has been filed. SDE then applied for an extension of time to file its reply. The Court adjourned the case until
30 April 2013 to give its decision on whether:
i. to allow SDE to file its reply; or
ii. to proceed with the appointment of experts; or
iii. to order that the case be transferred to the Administrative Court.
On 30 April 2013, the Court ordered the case to be transferred to the Administrative Court. The Administrative
Court fixed 11 June 2013 for hearing.
On 18 June 2013, the Administrative Court issued a preliminary judgment to appoint a panel of 3 experts (an
engineer, accountant and technician) and fixed experts’ fees of QAR90,000 to be paid by SDE by 9 July 2013,
which SDE duly paid. The Administrative Court informed SDE’s counsel that the Administrative Court’s list did
not have an expert who specialised in the installation of offshore platforms and pipelines.
The Judge asked SDE and QP to recommend experts and adjourned the case until 30 July 2013 for the parties
to submit their suggestions. The matter was further adjourned to 5 November 2013 for the parties to nominate
their experts.
g. Tenaga Nasional Berhad (TNB) Notice of Arbitration
On 26 March 2013, Port Dickson Power Berhad (PDP) filed a Notice of Arbitration against Tenaga Nasional
Berhad (TNB) for the adjustments of:
i. claim for Fixed Operating Rate and Variable Operating Rate amounting RM56.6 million from February
1999 to November 2011 with interest thereon; or
ii. alternatively, a claim of RM76.1 million from February 1999 to October 2012 with interest thereon.
TNB submitted its response to PDP’s Notice of Arbitration on 29 April 2013. The parties deliberated on the
appointment of arbitrators in accordance with the Kuala Lumpur Regional Centre for Arbitration (KLRCA)
Arbitration Rules. KLRCA has confirmed the appointment of arbitrators proposed by PDP and TNB and on 3
July 2013 has officiated the appointment of the Chairman of the arbitration tribunal.
The arbitration tribunal has issued its fees structure and it has been agreed by both parties. The arbitration
tribunal has proposed for a preliminary meeting with the parties on 9 or 10 December 2013.
Sime Darby Berhad | Annual Report 2013
286
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

47. Acquisitions
a. Acquisition of subsidiaries and a business
i. Subsidiaries acquired by the Group during the financial year ended 30 June 2013 are as follows:

Group’s
effective
Purchase interest Effective
Name of subsidiary consideration acquired acquisition date
%

Sime Darby Motors Retail (Australia) Pty Limited


(SDMRA) AUD 2 100.0 3 July 2012
Sime Darby Property Selatan Sdn Bhd RM 2 100.0 1 October 2012
Sime Darby Auto Britannia Sdn Bhd
(formerly known as Timeless Diamond Sdn Bhd) RM 2 100.0 1 March 2013

In addition to the above acquisitions:


i. On 6 July 2012, SDMRA completed the acquisition of Porsche Centre Parramatta, Sydney for a cash
consideration of AUD4.3 million (equivalent to RM14.0 million).
ii. On 29 November 2012, Sime Darby Overseas (HK) Limited acquired the remaining 51% equity
interest in its jointly controlled entities, Weifang Weigang Dredging Project Co Ltd (WWDP) and
Weifang Weigang Tugboat Services Co Ltd from Beijing Yintong Guoji Investment Advisory Co
Ltd for a cash consideration of RMB36.7 million and RMB15.3 million respectively (equivalent to
RM18.4 million and RM7.7 million respectively). Consequently, both entities and Weifang Binhai
Haiwei Dredging Project Co Ltd, subsidiary of WWDP, became subsidiaries of the Group.
ii. Details of the assets, liabilities and net cash outflow arising from the acquisition of subsidiaries and
business by the Group during the financial year ended 30 June 2013 are as follows:

Book value Fair value

Property, plant and equipment [Note 17] 75.0 75.0


Cash and cash equivalents 6.7 6.7
Non-controlling interests (11.3) (11.3)
Other net current assets (11.3) (11.3)
Net assets acquired 59.1 59.1
Less: Net assets equity accounted previously (25.4)
Add: Goodwill 6.4
Less: Balance consideration (26.1)
Cash and cash equivalents of subsidiaries acquired (6.7)
Net cash outflow on acquisition of subsidiaries and business 7.3
Sime Darby Berhad | Annual Report 2013
287
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

47. Acquisitions (continued)


b. Acquisition of additional interests in existing subsidiaries
The additional interests acquired by the Group during the financial year ended 30 June 2013 are as follows:

Group’s
effective
Purchase interest Effective
Name of subsidiary consideration acquired acquisition date
%

Chubb Malaysia Sendirian Berhad RM8.8 million 30.0 6 November 2012


Sime Darby Packaging Sdn Bhd (formerly known
as Sime Rengo Packaging (M) Sdn Bhd) RM14.2 million 30.0 3 December 2012

c. Acquisition of an associate
Associate acquired by the Group during the financial year ended 30 June 2013 is as follows:

Group’s
effective
Purchase interest Effective
Name of associate consideration acquired acquisition date
%

Nova Power Pty Ltd AUD1.9 million 31.7 9 July 2012


(equivalent to RM5.6 million)

48. Disposals
a. Disposal of subsidiaries
i. Subsidiaries disposed by the Group during the financial year ended 30 June 2013 are as follows:

Group’s
effective
Disposal interest Effective
Name of subsidiary consideration disposed disposal date
%

Sime-SIRIM Technologies Sdn Bhd RM9.9 million 50.0 2 January 2013

In addition to the above disposal, on 26 March 2013, Sime Darby Holdings Berhad (SDH) entered into an
arrangement with AH Holdings Health Care Pty Ltd (AHHC), a wholly owned subsidiary of Ramsay Health
Care Ltd, to establish a joint venture, whereby SDH will divest its healthcare and education business (held
under Sime Darby Healthcare Sdn Bhd), and AHHC will also divest its Indonesian healthcare business into
Sime Darby Global Healthcare Sdn Bhd (SDGH). Arising from the divestments, both SDH and AHHC, as
joint venturers will each have an equal shareholding in SDGH and, in addition, SDH will also receive a
cash consideration of RM390.0 million from AHHC. SDGH was renamed Ramsay Sime Darby Health Care
Sdn Bhd on 12 April 2013.
The arrangement was completed on 30 June 2013 and the Group received a partial payment of RM187.3
million of the total cash consideration of RM390.0 million on 1 July 2013. The balance of RM202.7 million
shall be paid over a three-year period. Consequent to the completion of the arrangement, the Group
recognised a gain of RM340.6 million.
Sime Darby Berhad | Annual Report 2013
288
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

48. Disposals (continued)


a. Disposal of subsidiaries (continued)
ii. Details of the assets, liabilities and net cash outflow arising from the disposal of subsidiaries by the
Group during the financial year ended 30 June 2013 are as follows:

Group

Property, plant and equipment [Note 17] 713.3


Deferred tax assets and liabilities [Note 25] (9.1)
Other non-current liabilities (100.6)
Net current assets 20.1
Non-controlling interest (4.7)
Net assets disposed 619.0
Gain on disposal of subsidiary 345.8
Proceeds from disposal of subsidiary 964.8
Less: Fair value of retained portion of the investment (592.5)
Cash and cash equivalent in subsidiary disposed (30.0)
Balance consideration (362.5)
Net cash outflow on disposal of subsidiaries during the year (20.2)
Add: Proceeds from disposal in previous year [Note 27(e)(ii)] 9.8
Net cash outflow on disposal of subsidiaries (10.4)

b. Disposal of a jointly controlled entity


Jointly controlled entity disposed by the Group during the financial year ended 30 June 2013 is as follows:

Group’s
effective
Disposal interest Effective
Name of jointly controlled entity consideration disposed disposal date
%

Halani Sime Offshore (L) Inc HKD17.4 million 50.0 17 October 2012
(equivalent to RM7.0 million)

c. Disposal of associates
Associates disposed by the Group during the financial year ended 30 June 2013 are as follows:

Group’s
effective
Disposal interest Effective
Name of associates consideration disposed disposal date
%

Tenom Crumb Sdn Bhd RM3.0 million 49.0 17 December 2012


Mustang Sime Darby Sdn Bhd RM0.5 million 40.0 14 May 2013
Bluefields Investments Pte Ltd SGD3.5 million 49.0 27 May 2013
(equivalent to RM8.7 million)
Sime Darby Berhad | Annual Report 2013
289
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

49. Segment Information - Group


The Group has five reportable segments, which are the Group’s strategic business units. The strategic business units
offer different products and services, and are managed separately. For each of the strategic business units, the
President and Group Chief Executive reviews the management reports on a monthly basis and conducts performance
dialogues with the business units on a regular basis.

Segments comprise:

Segment Products and services


Plantation Production and marketing of fresh fruit bunch, crude palm oil, palm kernel, rubber and
refining and marketing of palm oil related products.
Property Developing and marketing residential, commercial and industrial properties and
development land and management and provision of golf and other recreational facilities
and services.
Industrial Sales, rental and servicing of heavy equipment.
Motors Assembly and distribution of vehicles and the provision of after-sale services.
Energy & Utilities Engineering, power generation, treatment and distribution of treated water, and ownership
and management of port facilities.

Healthcare, insurance broking and other general investments are classified under Others.

The Healthcare’s results is presented as discontinued operations following the disposal of Sime Darby Healthcare
Sdn Bhd pursuant to a joint venture arrangement (see Note 48). The Group’s interest in the jointly controlled entity,
Ramsay Sime Darby Health Care Sdn Bhd (formerly known as Sime Darby Global Healthcare Sdn Bhd), is presented
in Others segment.

Transactions between segments are carried out on agreed terms between both parties. The effects of such
intersegment transactions are eliminated on consolidation. The measurement basis and classification are consistent
with those adopted in the previous financial year.
Sime Darby Berhad | Annual Report 2013
290
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

49. Segment Information - Group (continued)


a. Segment results

2013 Plantation Property Industrial

Segment revenue:
External 11,672.1 2,366.6 14,058.9
Inter-segment 0.5 33.7 55.8
11,672.6 2,400.3 14,114.7

Segment results:
Operating profit/(loss) 1,978.0 522.6 1,283.5
Share of results of jointly controlled entities and associates 28.5 48.9 16.7
Profit/(loss) before interest and tax 2,006.5 571.5 1,300.2

Included in operating profit/(loss) are:


Amortisation of prepaid lease rentals (39.5) (0.4) (0.2)
Depreciation and amortisation (483.6) (60.5) (391.2)
Impairment losses:
- property, plant and equipment (16.6) – (0.6)
- receivables (5.1) (15.7) (35.9)
- others (0.5) (2.5) (2.3)
Reversal of impairment losses:
- property, plant and equipment 54.5 – 0.7
- receivables 9.1 18.4 38.4
- others 0.5 – –
Gain on sale of discontinued operations – – –
Other non-cash items 37.5 22.3 31.4

There is no impairment/reversal of impairment of jointly controlled entities and associates during the financial
year.
Sime Darby Berhad | Annual Report 2013
291
FINANCIAL STATEMENTS

Continuing operations
Energy & Corporate and Discontinued
Motors Utilities Others elimination Total operations Total
[Note 13]

17,265.6 1,378.2 70.9 – 46,812.3 373.3 47,185.6


39.3 2.8 10.1 (154.4) (12.2) 12.2 –
17,304.9 1,381.0 81.0 (154.4) 46,800.1 385.5 47,185.6

699.1 209.9 24.1 (76.1) 4,641.1 364.0 5,005.1


12.3 20.0 14.7 – 141.1 – 141.1
711.4 229.9 38.8 (76.1) 4,782.2 364.0 5,146.2

(1.2) (7.0) – – (48.3) – (48.3)


(197.3) (91.8) (0.6) (16.3) (1,241.3) (28.2) (1,269.5)

(1.5) (0.8) – – (19.5) – (19.5)


(2.9) (33.3) – (1.8) (94.7) (0.1) (94.8)
(1.0) – – – (6.3) – (6.3)

12.6 – – – 67.8 – 67.8


0.7 0.5 0.1 1.7 68.9 0.5 69.4
– – – – 0.5 – 0.5
– – – – – 340.6 340.6
(13.2) 63.0 – (8.6) 132.4 0.6 133.0
Sime Darby Berhad | Annual Report 2013
292
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

49. Segment Information - Group (continued)


a. Segment results (continued)

2012 Plantation Property Industrial

Segment revenue:
External 14,126.4 2,042.9 13,168.5
Inter-segment 0.8 62.0 48.7
14,127.2 2,104.9 13,217.2

Segment results:
Operating profit/(loss) 3,214.9 431.0 1,325.7
Share of results of jointly controlled entities and associates (11.7) 36.2 25.7
Profit/(loss) before interest and tax 3,203.2 467.2 1,351.4

Included in operating profit/(loss) are:


Amortisation of prepaid lease rentals (43.0) (1.0) (0.1)
Depreciation and amortisation (447.5) (56.6) (344.7)
Impairment losses:
- property, plant and equipment (2.6) (20.5) (4.7)
- receivables (16.9) (25.8) (38.3)
- others (0.1) (9.3) –
Reversal of impairment losses:
- receivables 0.8 2.3 27.1
- others 20.3 – 13.5
Loss on sale of discontinued operations – – –
Other non-cash items 74.8 39.1 62.3

Included in the share of results of jointly controlled entities


and associates are:
Impairment of associates – – –
Reversal of impairment of associates – – 1.0
Sime Darby Berhad | Annual Report 2013
293
FINANCIAL STATEMENTS

Continuing operations
Energy & Corporate and Discontinued
Motors Utilities Others elimination Total operations Total
[Note 13]

16,597.0 1,178.7 141.0 – 47,254.5 1,063.1 48,317.6


43.7 6.9 9.6 (182.2) (10.5) 10.5 –
16,640.7 1,185.6 150.6 (182.2) 47,244.0 1,073.6 48,317.6

693.7 297.2 51.0 (226.7) 5,786.8 (28.1) 5,758.7


8.4 38.2 17.8 – 114.6 – 114.6
702.1 335.4 68.8 (226.7) 5,901.4 (28.1) 5,873.3

(1.1) (0.8) (0.1) – (46.1) – (46.1)


(174.4) (91.5) (1.8) (19.0) (1,135.5) (25.4) (1,160.9)

(2.1) – – – (29.9) – (29.9)


(4.4) (1.5) (1.3) (0.8) (89.0) (1.1) (90.1)
(0.2) – (0.8) (4.9) (15.3) – (15.3)

0.8 39.9 0.2 0.2 71.3 57.5 128.8


– – – – 33.8 – 33.8
– – – – – (15.1) (15.1)
(112.6) 167.6 26.9 (34.6) 223.5 (4.5) 219.0

– (2.0) – – (2.0) – (2.0)


– – – – 1.0 – 1.0
Sime Darby Berhad | Annual Report 2013
294
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

49. Segment Information - Group (continued)


b. Segment assets and liabilities and additions to non-current assets

2013 Plantation Property Industrial

Segment assets
Operating assets 14,952.1 6,753.8 10,598.8
Jointly controlled entities and associates 475.6 1,644.4 128.9
Non-current assets held for sale – 126.8 –
15,427.7 8,525.0 10,727.7

Segment liabilities
Liabilities 1,696.0 1,132.6 2,982.5
Liabilities associated with assets held for sale – 90.3 –
1,696.0 1,222.9 2,982.5

Additions to non-current assets, other than financial


instruments and deferred tax assets, are as follows:
Capital expenditure 1,224.8 57.1 1,111.4
Additions to interest in jointly controlled entities and
associates 25.3 441.1 14.8
1,250.1 498.2 1,126.2

2012

Segment assets
Operating assets 15,121.2 6,607.6 11,164.9
Jointly controlled entities and associates 462.0 1,189.8 113.4
Non-current assets held for sale 2.0 33.5 –
15,585.2 7,830.9 11,278.3

Segment liabilities
Liabilities 1,771.0 1,016.9 3,511.8

Additions to non-current assets, other than financial


instruments and deferred tax assets, are as follows:
Capital expenditure 987.0 59.2 1,044.9
Additions to interest in jointly controlled entities and
associates – 774.8 23.6
987.0 834.0 1,068.5
Sime Darby Berhad | Annual Report 2013
295
FINANCIAL STATEMENTS

Continuing operations
Energy & Corporate and Discontinued
Motors Utilities Others elimination Total operations Total
[Note13]

6,348.9 2,998.5 135.1 2,056.8 43,844.0 – 43,844.0


76.8 (111.5) 667.4 – 2,881.6 – 2,881.6
– – 3.6 – 130.4 – 130.4
6,425.7 2,887.0 806.1 2,056.8 46,856.0 – 46,856.0

2,393.2 890.4 105.8 64.8 9,265.3 – 9,265.3


– – – – 90.3 – 90.3
2,393.2 890.4 105.8 64.8 9,355.6 – 9,355.6

297.3 258.9 0.1 8.2 2,957.8 338.0 3,295.8

– – 2.1 – 483.3 – 483.3


297.3 258.9 2.2 8.2 3,441.1 338.0 3,779.1

6,219.1 3,926.4 153.6 1,373.2 44,566.0 486.4 45,052.4


64.8 (111.2) 57.7 – 1,776.5 – 1,776.5
3.1 – 3.6 – 42.2 – 42.2
6,287.0 3,815.2 214.9 1,373.2 46,384.7 486.4 46,871.1

2,548.9 1,307.2 105.6 170.3 10,431.7 57.4 10,489.1

383.3 69.5 0.8 10.5 2,555.2 87.5 2,642.7

– 10.3 – – 808.7 – 808.7


383.3 79.8 0.8 10.5 3,363.9 87.5 3,451.4
Sime Darby Berhad | Annual Report 2013
296
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

49. Segment Information - Group (continued)


b. Segment assets and liabilities and additions to non-current assets (continued)
Capital expenditure consists of the following:

2013 2012

Property, plant and equipment 2,889.4 2,462.9


Biological assets 174.3 70.1
Prepaid lease rentals 101.0 98.9
Investment properties 15.6 1.3
Land held for property development 41.6 5.2
Intangible assets other than goodwill 73.9 4.3
3,295.8 2,642.7

Reconciliation of segment assets and liabilities to total assets and total liabilities are as follows:

Assets Liabilities
2013 2012 2013 2012

Segment total 46,856.0 46,871.1 9,355.6 10,489.1


Tax assets/liabilities 1,602.1 1,280.1 871.5 968.8
Borrowings – – 10,085.6 9,803.4
Finance lease obligation – – 164.3 –
48,458.1 48,151.2 20,477.0 21,261.3

c. Segment by location
Revenue by location of customers are analysed as follows:

2013 2012

Malaysia 11,062.3 11,784.0


Indonesia 2,446.2 2,733.0
Singapore 4,622.9 4,925.5
Other countries in South East Asia 2,427.4 2,397.1
China 9,637.8 9,533.8
Australasia * 12,113.0 11,403.5
Europe 1,591.2 2,063.0
Other countries 2,911.5 2,414.6
46,812.3 47,254.5
Sime Darby Berhad | Annual Report 2013
297
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

49. Segment Information - Group (continued)


c. Segment by location (continued)
Revenue, profit/(loss) before interest and tax and non-current assets, other than financial instruments and
deferred tax assets, by location of the Group’s operations are analysed as follows:

Profit/(loss) before
Revenue interest and tax Non-current assets
2013 2012 2013 2012 2013 2012

Malaysia 13,821.6 14,306.6 2,394.8 3,271.5 12,614.0 11,980.4


Indonesia 2,436.2 2,717.4 761.6 1,045.2 2,941.2 2,829.7
Singapore 4,528.6 4,760.9 280.9 335.6 760.6 759.8
Other countries in South
East Asia 2,297.3 2,280.7 96.0 44.3 531.7 520.0
China 9,525.0 9,073.6 336.1 379.0 2,146.6 1,840.4
Australasia * 12,093.0 11,409.5 986.2 961.0 3,017.4 2,916.5
Europe 1,454.8 1,997.0 (55.6) (110.5) 806.6 391.9
Other countries 655.8 708.8 (17.8) (24.7) 212.1 149.0
46,812.3 47,254.5 4,782.2 5,901.4 23,030.2 21,387.7

* Australasia consists of Australia, New Caledonia, New Zealand, Papua New Guinea and Solomon Islands

Reconciliation of non-current assets, other than financial instruments and deferred tax assets to the total
non-current assets are as follows:

2013 2012

Non-current assets other than financial instruments and deferred tax assets 23,030.2 21,387.7
Available-for-sale investments 118.7 111.8
Deferred tax assets 924.0 819.6
Tax recoverable 391.0 331.8
Derivatives 136.9 3.2
Receivables 656.5 442.2
25,257.3 23,096.3

The Group’s operations are diverse in terms of the range of products and services it offers and the geographical
coverage. There is no single customer that contributed 10% or more to the Group’s revenue.
Sime Darby Berhad | Annual Report 2013
298
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

50. Related Parties


Significant related party transactions and balances other than as disclosed in Notes 22, 27 and 40 are as follows:

Group Company
2013 2012 2013 2012

a. Transactions with jointly controlled


entities
Tolling fees and sales to Emery
Oleochemicals (M) Sdn Bhd group 78.6 117.5 – –
Sale of terminal trucks to Terberg Tractors
Malaysia Sdn Bhd 53.2 33.0 – –
Sale of land to Capitamalls Asia (Melawati
Mall) Sdn Bhd (formerly known as Prized
Corridor Sdn Bhd) 64.8 – – –
Sale of land to PJ Midtown Development
Sdn Bhd (formerly known as Sime Darby
Brunsfield Darby Hills Sdn Bhd) – 17.2 – –

b. Transaction with an associate


Sale of land to Tesco Stores (Malaysia)
Sdn Bhd – 35.7 – –

c. Transactions between subsidiaries and


their significant owners of non-
controlling interests
Turnkey works rendered by Brunsfield
Engineering Sdn Bhd to Sime Darby
Brunsfield Holding Sdn Bhd (SDBH)
group, companies in which Dato’ Ir
Gan Thian Leong (Dato’ Gan) and Encik
Mohamad Hassan Zakaria (Encik Hassan)
are substantial shareholders 146.6 156.1 – –
Sales of properties by SDBH to Brunsfield
OASIS Square Sdn Bhd, companies in
which Dato’ Gan and Encik Hassan are
substantial shareholders 207.0 – – –
Purchase of agricultural tractors, engines
and parts by Sime Kubota Sdn Bhd from
Kubota Corporation 48.9 61.7 – –
Sale of goods and provision of services
by Chubb Malaysia Sendirian Berhad to
Gunnebo Holdings APS and its related
companies 2.0 12.9 – –
Royalty payment to and procurement
of cars and ancillary services by Inokom
Corporation Sdn Bhd (ICSB) from
Hyundai Motor Company and its related
companies 226.5 123.1 – –
Contract assembly service provided by
ICSB to Berjaya Corporation Berhad
group 10.5 14.3 – –
Sime Darby Berhad | Annual Report 2013
299
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

50. Related Parties (continued)


Significant related party transactions and balances other than as disclosed in Notes 22, 27 and 40 are as follows:
(continued)

Group Company
2013 2012 2013 2012
d. Transactions with firms in which Directors
of the Company is a partner
Provision of legal services by Kadir,
Andri & Partners, a firm in which Dato’
Sreesanthan Eliathamby is a partner
(Dato’ Sreesanthan has since retired
from the Board of Directors on 8
November 2012) 0.6 0.5 – –
Provision of legal services by Azmi &
Associates, a firm in which Dato’ Azmi
Mohd Ali is a partner 0.7 0.1 – –

e. Transactions with Directors and their close


family members
Sales of properties and cars 2.5 6.7 – –
Sales of properties by Battersea Project
Phase 1 Company Limited, a jointly
controlled entity 12.8 – – –

f. Transactions with key management


personnel and their close family members
Sales of properties and cars 10.4 13.9 – –
Sales of properties by Battersea Project
Phase 1 Company Limited, a jointly
controlled entity 14.7 – – –

g. Transactions with shareholders and Government


Permodalan Nasional Berhad (PNB) and the funds managed by its subsidiary, Amanah Saham Nasional Berhad,
together owns 51.8% as at 28 June 2013 of the issued share capital of the Company (as at 25 June 2012:
47.5%). PNB is an entity controlled by the Malaysian Government through Yayasan Pelaburan Bumiputra
(YPB). The Group considers that, for the purpose of FRS 124 – Related Party Disclosures, YPB and the
Malaysian Government are in the position to exercise significant influence over it. As a result, the Malaysian
Government and Malaysian Government’s controlled bodies (collectively referred to as government-related
entities) are related parties of the Group and the Company.
Transactions entered into during the financial year with government-related entities include the sales and
purchases of goods and services. These related party transactions were entered into in the ordinary course
of business on normal trade terms and conditions and do not require the approval of shareholders except for
the purchase of chemicals and fertilisers from Chemical Company of Malaysia Berhad and its subsidiaries,
companies in which YPB has substantial indirect interest, amounting to RM138.1 million (2012: RM131.2
million). Shareholders’ mandate was obtained for this recurrent related party transaction during the last
annual general meeting.
Sime Darby Berhad | Annual Report 2013
300
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

50. Related Parties (continued)


Significant related party transactions and balances other than as disclosed in Notes 22, 27 and 40 are as follows:
(continued)
g. Transactions with shareholders and Government (continued)
In addition to the above, the Group has entered into the following transactions/arrangement during the
financial year ended 30 June 2013:
i. a joint venture arrangement with S P Setia Berhad group and Kwasa Global (Jersey) Limited group (Kwasa)
for the development of the Battersea project as disclosed in Note 8(b)(i). YPB has a substantial indirect
interest in S P Setia Berhad while Kwasa is a wholly owned subsidiary of the Employees Provident Fund
Board, a substantial shareholder of the Company.
ii. concession agreements with the Malaysian Government and universities funded by the Malaysian
Government for the development of the Pagoh Education Hub. Under the concession agreements, the
Group will construct the campuses over a period of 3 years, maintain the facilities and infrastructure for a
period of 20 years and provide the agreed teaching equipment for consideration totaling approximately
RM3,539.3 million. The consideration for the provision of teaching equipment is receivable over a period
of 5 years while the other considerations are receivable over a period of 20 years, both commencing
after the completion of the construction of the campuses.
iii. disposal of a piece of land to the Malaysian Government for RM50.6 million for the development of the
Pagoh Education Hub.
In 2012, the Group disposed its fabrication yards to Petronas Assets Sdn Bhd and Malaysia Marine and Heavy
Engineering Sdn Bhd for a total consideration of RM689.4 million. Both companies are government-related
entities.

Group Company
2013 2012 2013 2012

h. Remuneration of Directors and key


management personnel
Salaries, fees and other emoluments 38.3 37.6 3.2 3.2
Defined contribution pension plan 3.8 4.0 – –
Estimated monetary value of benefits
by way of usage of the Group’s and
Company’s assets 0.7 1.0 0.3 0.4
Sime Darby Berhad | Annual Report 2013
301
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

50. Related Parties (continued)


Significant related party transactions and balances other than as disclosed in Notes 22, 27 and 40 are as follows:
(continued)
i. Outstanding balances with related parties
The significant outstanding balances between the Group and other related parties as at 30 June are as follows:

Group
2013 2012

i. Amounts due from jointly controlled entities and associates


Malaysia - China Hydro Joint Venture 49.2 42.3
Seriemas Development Sdn Bhd 21.1 21.1
Ramsay Sime Darby Health Care Sdn Bhd
(formerly known as Sime Darby Global Healthcare Sdn Bhd) 100.0 –
Sime Darby Capitamalls Asia (Melawati Mall) Sdn Bhd
(formerly known as Prized Corridor Sdn Bhd) 72.5 –
Sime Darby Marine Puteri Offshore I (L) Inc 24.1 24.2
Sime Darby Sunrise Development Sdn Bhd 92.0 108.9

ii. Amounts due to owner of non-controlling interests of Sime Darby


Brunsfield Holding Sdn Bhd
Brunsfield Metropolitan Sdn Bhd 175.5 183.1
Brunsfield Engineering Sdn Bhd 18.7 24.4

iii. Amounts due from YPB group and government-related entities


Prolintas Expressway Sdn Bhd [Note 27(d)] 248.4 232.2
Petronas Assets Sdn Bhd [Note 50(g)] – 281.2
Malaysia Marine and Heavy Engineering Sdn Bhd [Note 50(g)] – 373.7

All outstanding balances are unsecured and repayable in accordance with agreed terms.
Other than as disclosed above, there were no material contracts subsisting as at 30 June 2013 or if not then
subsisting, entered into since the end of the previous financial year by the Company or its subsidiaries which
involved the interests of Directors or substantial shareholders.
Sime Darby Berhad | Annual Report 2013
302
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

51. Financial Instruments


a. Financial instruments by category
Financial assets and financial liabilities are categorised as follows:

Fair value
through Available-
Derivatives profit or for-sale
Group used for loss – held Loans and financial
2013 hedging for trading receivables assets Total

Non-current assets
Available-for-sale investments – – – 118.7 118.7
Derivatives 124.7 12.2 – – 136.9
Receivables – – 656.5 – 656.5

Current assets
Receivables – – 6,057.2 – 6,057.2
Derivatives 24.2 21.1 – – 45.3
Cash held under Housing
Development Accounts – – 560.3 – 560.3
Bank balances, deposits and
cash – – 4,093.5 – 4,093.5
Total financial assets 148.9 33.3 11,367.5 118.7 11,668.4

Fair value
through Financial
Derivatives profit or Financial liabilities at
used for loss – held guarantee amortised
hedging for trading contracts cost Total

Non-current liabilities
Borrowings – – – 7,993.4 7,993.4
Finance lease obligation – – – 157.8 157.8
Derivatives 0.5 1.4 – – 1.9

Current liabilities
Payables – – 1.2 8,234.6 8,235.8
Borrowings – – – 2,092.2 2,092.2
Finance lease obligation – – – 6.5 6.5
Derivatives 107.5 7.5 – – 115.0
Total financial liabilities 108.0 8.9 1.2 18,484.5 18,602.6
Sime Darby Berhad | Annual Report 2013
303
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

51. Financial Instruments (continued)


a. Financial instruments by category (continued)
Financial assets and financial liabilities are categorised as follows: (continued)

Fair value
through Available-
Derivatives profit or for-sale
Group used for loss – held Loans and financial
2012 hedging for trading receivables assets Total

Non-current assets
Available-for-sale investments – – – 111.8 111.8
Derivatives 2.4 0.8 – – 3.2
Receivables – – 442.2 – 442.2

Current assets
Receivables – – 6,932.0 – 6,932.0
Derivatives 24.1 4.5 – – 28.6
Cash held under Housing
Development Accounts – – 540.9 – 540.9
Bank balances, deposits and
cash – – 4,564.7 – 4,564.7
Total financial assets 26.5 5.3 12,479.8 111.8 12,623.4

Fair value
through Financial
Derivatives profit or Financial liabilities at
used for loss – held guarantee amortised
hedging for trading contracts cost Total

Non-current liabilities
Borrowings – – – 3,930.8 3,930.8
Derivatives 48.4 4.3 – – 52.7

Current liabilities
Payables – – 0.5 9,431.9 9,432.4
Borrowings – – – 5,872.6 5,872.6
Derivatives 88.3 24.4 – – 112.7
Total financial liabilities 136.7 28.7 0.5 19,235.3 19,401.2

In respect of the Company, receivables and bank balances, deposits and cash totaling RM12,014.6 million
(2012: RM10,408.6 million) are categorised under loans and receivables.
Borrowings of the Company amounting to RM2,900.0 million (2012: RM3,350.0 million) are categorised as
financial liabilities at amortised cost whilst payables amounting to RM47.5 million (2012: RM72.1 million) and
RM2,594.8 million (2012: RM55.8 million) are categorised under financial guarantee contracts and financial
liabilities at amortised costs respectively.
The recognition and measurement basis are described in Notes 3(n) and 3(u).
Sime Darby Berhad | Annual Report 2013
304
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

51. Financial Instruments (continued)


b. Income, expense, gains and losses on financial instruments
Income, expense, gains and losses on financial instruments recognised in the statements of profit or loss and
comprehensive income are as follows:

Derivatives used for hedging


Forward Forward
foreign Interest foreign
Group exchange rate swap Cross currency exchange
2013 contract contract swap contract contract

Revenue – – – –
Operating expenses
- impairment – – – –
- fair value/ineffective hedge (2.6) – – (1.4)
- realised foreign exchange losses – – – –
Other operating income
- income – – – –
- gain on disposal – – – –
- reversal of impairment – – – –
- fair value/ineffective hedge 13.7 – – –
- realised foreign exchange gains – – – –
Finance income – – – –
Finance costs – – (40.1) –
Other comprehensive income
- net change in fair value (73.3) 13.6 116.7 –
- transfer to profit or loss – – – –
(62.2) 13.6 76.6 (1.4)

2012

Revenue – – – –
Operating expenses
- impairment – – – –
- fair value/ineffective hedge (16.7) – – (11.6)
Other operating income
- income – – – –
- gain on disposal – – – –
- reversal of impairment – – – –
- fair value/ineffective hedge – – 6.4 0.6
Finance income – – – –
Finance costs – – (23.3) –
Other comprehensive income
- net change in fair value (126.9) 24.5 (46.7) –
- transfer to profit or loss – – – –
(143.6) 24.5 (63.6) (11.0)
Sime Darby Berhad | Annual Report 2013
305
FINANCIAL STATEMENTS

Fair value through profit or


loss – held for trading
Available- Financial
Interest Commodity for-sale Financial liabilities at
rate swap future Loans and financial guarantee amortised
contract contract receivables assets contracts cost Reclassification Total

– – – – – – (3.5) (3.5)

– – (94.7) – – – – (94.7)
– – – – – – – (4.0)
– – – – – – (121.4) (121.4)

– – – 64.4 – – – 64.4
– – – – – – 0.2 0.2
– – 68.9 – – – – 68.9
– 0.7 – – – – 117.5 131.9
– – – – – – 103.7 103.7
– – 127.2 – 0.1 – – 127.3
7.6 – – – – (414.8) – (447.3)

– – – 17.1 – – – 74.1
– – – – – – (96.5) (96.5)
7.6 0.7 101.4 81.5 0.1 (414.8) – (196.9)

– – – – – – 4.8 4.8

– – (89.0) – – – – (89.0)
– – – – – – – (28.3)

– – – 53.9 – – – 53.9
– – – 29.7 – – 36.7 66.4
– – 71.3 – – – – 71.3
– 1.9 – – – – – 8.9
– – 178.2 – 0.4 – – 178.6
34.0 – – – – (396.2) – (385.5)

– – – 33.9 – – – (115.2)
– – – – – – (41.5) (41.5)
34.0 1.9 160.5 117.5 0.4 (396.2) – (275.6)
Sime Darby Berhad | Annual Report 2013
306
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

51. Financial Instruments (continued)


b. Income, expense, gains and losses on financial instruments (continued)
Income, expense, gains and losses on financial instruments recognised in the statements of profit or loss and
comprehensive income are as follows: (continued)

Financial
Financial liabilities at
Company Loans and guarantee amortised
2013 receivables contracts cost Total

Finance income 172.2 25.0 – 197.2


Finance costs – – (162.0) (162.0)
172.2 25.0 (162.0) 35.2

2012

Finance income 143.7 16.6 – 160.3


Finance costs – (84.9) (142.8) (227.7)
143.7 (68.3) (142.8) (67.4)

c. Measurement of financial instruments


i. Measured at fair value
In estimating the financial instruments carried at fair value, there are, in general, three different levels
which can be defined as follows:

• Level 1 - Quoted prices in active markets for identical assets or liabilities


• Level 2 - Valuation inputs (other than level 1 input) that are observable for the asset or liability,
either directly or indirectly
• Level 3 - Valuation inputs that are not based on observable market data
Available-for-sale investments
If there are quoted market prices in active markets, these are considered Level 1. If such quoted market
prices are not available, fair value are determined using market prices for similar assets or present value
techniques, applying an appropriate risk-free interest rate adjusted for non-performance risk. The inputs
used in present value techniques are observable and fall into the Level 2 category. It is classified into the
Level 3 category if significant unobservable inputs are used.
Derivatives
The fair values of derivative are determined using quoted price of identical instruments from an active
market, if available (Level 1). If quoted prices are not available, price quoted for similar instruments,
appropriately adjusted, or present value techniques, based on available market data, or option pricing
models are used. The fair values obtained using price quotes for similar instruments or valuation
techniques represent a Level 2 input unless significant unobservable inputs are used, which would result
in Level 3 valuation methods.
Sime Darby Berhad | Annual Report 2013
307
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

51. Financial Instruments (continued)


c. Measurement of financial instruments (continued)
i. Measured at fair values (continued)
The following table presents the Group’s financial assets and liabilities that are measured at fair value as
at 30 June into three different levels as defined above:

Group
2013 Level 1 Level 2 Level 3 Total

Financial assets
Available-for-sale investments 33.1 30.9 54.7 118.7
Derivatives
- forward foreign exchange contracts – 55.6 – 55.6
- interest rate swap contracts – 13.7 – 13.7
- cross currency swap contract – 110.0 – 110.0
- commodity futures contracts – 2.9 – 2.9
33.1 213.1 54.7 300.9

Financial liabilities
Derivatives
- forward foreign exchange contracts – (77.1) – (77.1)
- cross currency swap contract – (38.1) – (38.1)
- commodity futures contracts – (1.7) – (1.7)
– (116.9) – (116.9)

2012

Financial assets
Available-for-sale investments 37.1 20.0 54.7 111.8
Derivatives
- forward foreign exchange contracts – 29.9 – 29.9
- commodity futures contracts – 1.9 – 1.9
37.1 51.8 54.7 143.6

Financial liabilities
Derivatives
- forward foreign exchange contracts – (97.2) – (97.2)
- interest rate swap contracts – (19.8) – (19.8)
- cross currency swap contract – (48.4) – (48.4)
– (165.4) – (165.4)

The Company does not have any financial assets and liabilities measured at fair value as at 30 June 2013
(2012: Nil).
There is no movement during the financial year for financial instruments measured using Level 3 valuation
methods.
Sime Darby Berhad | Annual Report 2013
308
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

51. Financial Instruments (continued)


c. Measurement of financial instruments (continued)
ii. Measured at amortised cost
The carrying amounts and fair values of non-current financial assets and liabilities measured at amortised
cost at 30 June are as follows:

Group Company
Carrying Carrying
amount Fair value Amount Fair Value

Financial assets

2013

Receivables
- trade and other receivables 333.8 333.8 – –
- amount due from a subsidiary – – 4,942.2 4,942.2
- advances for plasma plantation
projects 74.3 74.3 – –
- redeemable loan stocks 248.4 202.6 – –

2012

Receivables
- trade and other receivables 132.0 132.0 – –
- amount due from a subsidiary – – 1,700.0 1,700.0
- advances for plasma plantation
projects 78.0 78.0 – –
-redeemable loan stocks 232.2 219.7 – –

Financial liabilities

2013

Borrowings
- term loans 3,063.9 3,063.9 – –
- Islamic Medium Term Notes 2,400.0 2,440.8 2,400.0 2,440.8
- Sukuk 2,529.5 2,529.5 – –
Finance lease obligation 157.8 158.8 – –
Payables
- amount due to a subsidiary – – 2,529.5 2,529.5

2012

Borrowings
- term loans 2,230.8 2,230.8 – –
- Islamic Medium Term Notes 1,700.0 1,759.7 1,700.0 1,759.7

The fair value of the Group’s long-term financial instruments is estimated by discounting the future
contractual cash flows at the current market rate available to the Group for similar instruments.
The Company’s financial assets and liabilities as at the reporting date are measured at amortised cost.
Sime Darby Berhad | Annual Report 2013
309
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

52. Financial Risk and Capital Management


a. Financial Risk Management
The Group’s activities expose it to a variety of financial risks, including foreign currency risk, interest rate risk,
credit risk, liquidity and cash flow risk. The Group’s financial risk management policies are designed to manage
and minimise the Group’s financial risk and to ensure that the Group creates value for its shareholders.
Financial risk management is carried out through risk reviews, internal control systems, insurance/takaful
programs and adherence to Group Policies and Authorities. The Board regularly reviews these risks and
approves the policies covering the management of these risks.
The Group’s financial risk management policies are implemented on a group-wide basis. The Group uses
derivative financial instruments, principally interest rate swaps, cross currency swaps, forward foreign
exchange contracts, commodity futures contracts and foreign currency options as appropriate for hedging
transactions and managing the Group’s assets and liabilities in accordance with the Group’s financial risk
management policies.
Whilst all derivatives entered provide economic hedges to the Group, certain derivatives do not qualify for
the application of hedge accounting under the specific rules in FRS 139. Changes in the fair value of these
derivatives are recognised in profit or loss, while changes in the fair value of those derivatives that qualify
for cash flow hedge accounting are recognised in other comprehensive income. It is the Group’s policy not to
enter into derivative transactions for speculative purposes. The notional amounts and fair values of derivative
financial instruments at 30 June are disclosed in Note 26.
Details of each financial risk are as follows:
i. Foreign currency risk
The Group is exposed to foreign exchange risk as a result of the foreign currency transactions entered
into by subsidiaries. During the financial year, the Group’s revenue was transacted in the following
currencies:

Other than
Functional functional
currency currency Total revenue
2013
Transacted currency
Ringgit Malaysia 10,672.4 – 10,672.4
United States dollar 10.8 5,012.1 5,022.9
Indonesian rupiah 2,434.0 – 2,434.0
Singapore dollar 4,080.2 0.1 4,080.3
Chinese renminbi 6,936.7 – 6,936.7
Hong Kong dollar 2,581.0 0.1 2,581.1
Australian dollar 8,357.7 4.8 8,362.5
Other currencies 6,606.4 116.0 6,722.4
41,679.2 5,133.1 46,812.3

2012
Transacted currency
Ringgit Malaysia 11,309.8 – 11,309.8
United States dollar 17.5 5,340.0 5,357.5
Indonesian rupiah 2,714.4 – 2,714.4
Singapore dollar 4,100.0 0.4 4,100.4
Chinese renminbi 6,863.9 – 6,863.9
Hong Kong dollar 2,198.8 – 2,198.8
Australian dollar 7,819.6 0.3 7,819.9
Other currencies 6,664.2 225.6 6,889.8
41,688.2 5,566.3 47,254.5
Sime Darby Berhad | Annual Report 2013
310
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

52. Financial Risk and Capital Management (continued)


a. Financial Risk Management (continued)
Details of each financial risk are as follows: (continued)
i. Foreign currency risk (continued)
Where the transacted currencies differ from the subsidiaries’ functional currency, the Group is exposed
to foreign exchange risk. The risk also extends to purchases denominated in currency other than the
subsidiaries’ functional currency.
Where possible, the Group will apply natural hedging by selling and purchasing in the same currency.
Otherwise, the Group enters into forward foreign exchange contracts to limit its exposure on foreign
currency receivables and payables, and on cash flows generated from anticipated transactions
denominated in foreign currencies. Centralised treasury practised by the Group provide the benefits of
foreign currency netting within the Group and manage the cost of hedging effectively.
The Group also entered into a cross currency swap contract to exchange the principal payments of a
USD400.0 million (2012: USD400.0 million) loan into AUD, the functional currency of the subsidiary, to
reduce the Group’s exposure from adverse fluctuations in foreign currency.
The percentages of receivables and payables denominated in currency other than functional currency
covered by forward foreign exchange contracts as at 30 June are as follows:

Group Company
2013 2012 2013 2012

Monetary items denominated in


currency other than functional
currency
- receivables 774.1 1,349.4 2,581.4 –
- payables 663.9 1,124.5 2,570.8 –

Forward foreign exchange contracts


- receivables 527.5 1,155.5 – –
- payables 474.0 829.3 – –

Percentage covered (%)


- receivables 68.1 85.6 – –
- payables 71.4 73.7 – –

The Company’s receivables and payables above are denominated in USD. There is minimal foreign
currency risk due to the natural hedge between the receivables and payables, therefore, there is no
forward contract entered into.
Sime Darby Berhad | Annual Report 2013
311
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

52. Financial Risk and Capital Management (continued)


a. Financial Risk Management (continued)
Details of each financial risk are as follows: (continued)
i. Foreign currency risk (continued)
Currency profile of monetary financial assets and financial liabilities are as follows:

Denominated in other than functional currencies


Chin- Euro- Denomi-
United Aus- ese pean Singa- nated in
Group States tralian ren- Union India pore functional
2013 dollar dollar minbi euro rupee dollar Others currencies Total

Available-
for-sale
investments
(debt
instruments) – – – – – – – 4.1 4.1
Receivables
(net) 572.1 0.2 0.2 2.6 172.7 17.2 9.1 5,939.6 6,713.7
Cash held
under
Housing
Development
Accounts – – – – – – – 560.3 560.3
Bank balances,
deposits and
cash 193.7 104.3 175.4 1.6 – 19.8 5.8 3,592.9 4,093.5
Borrowings (1,761.7) – – – – – – (8,323.9) (10,085.6)
Finance lease
obligation – – – – – – – (164.3) (164.3)
Payables (445.7) (0.9) (29.2) (129.3) – (15.8) (43.0) (7,571.9) (8,235.8)
(1,441.6) 103.6 146.4 (125.1) 172.7 21.2 (28.1) (5,963.2) (7,114.1)

2012
Available-
for-sale
investments
(debt
instruments) – – – – – – – 4.0 4.0
Receivables
(net) 1,185.1 – – 146.4 – 0.3 17.6 6,024.8 7,374.2
Cash held
under
Housing
Development
Accounts – – – – – – – 540.9 540.9
Bank balances,
deposits and
cash 326.8 45.4 70.7 2.7 – 3.7 2.1 4,113.3 4,564.7
Borrowings (2,232.3) – – – – – – (7,571.1) (9,803.4)
Payables (746.8) (0.5) (0.2) (319.7) – (3.8) (53.5) (8,307.9) (9,432.4)
(1,467.2) 44.9 70.5 (170.6) – 0.2 (33.8) (5,196.0) (6,752.0)
Sime Darby Berhad | Annual Report 2013
312
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

52. Financial Risk and Capital Management (continued)


a. Financial Risk Management (continued)
Details of each financial risk are as follows: (continued)
i. Foreign currency risk (continued)
Currency profile of monetary financial assets and financial liabilities are as follows: (continued)

Denominated Denominated
Company in United in functional
2013 States dollar currency Total

Receivables (net) 2,581.4 9,115.7 11,697.1


Bank balances, deposits and cash – 317.5 317.5
Borrowings – (2,900.0) (2,900.0)
Payables (2,570.8) (71.5) (2,642.3)
10.6 6,461.7 6,472.3

For the financial year ended 30 June 2012, all monetary items of the Company are denominated in Ringgit
Malaysia, the functional currency of the Company.
The following table illustrates the effect of changes in exchange rate on the translation of foreign
currency monetary items against the functional currency at 30 June, both before and after taking into
account the hedge instruments. If the major currencies strengthened by the following percentage at 30
June, the Group’s profit before tax will improve/(decline) by:

Impact on profit before


tax
Net
Strength- monetary Open Before After
2013 ened by items Hedged position hedge hedge
Major currency
United States dollar 5% (1,441.6) 1,082.7 (358.9) (72.1) (17.9)
Chinese renminbi 5% 146.4 – 146.4 7.3 7.3
European Union euro 5% (125.1) 119.1 (6.0) (6.3) (0.3)

2012
Major currency
United States dollar 5% (1,467.2) 840.4 (626.8) (73.4) (31.3)
Chinese renminbi 5% 70.5 – 70.5 3.5 3.5
European Union euro 5% (170.6) 102.0 (68.6) (8.5) (3.4)

A similar percentage decrease in the exchange rate would have an equal but opposite effect. Changes
in exchange rate will also result in changes to the fair value of forward foreign exchange contracts used
to hedge forecast transactions. No sensitivity is performed as the Group’s exposure in those contracts
is limited.
Included in the net monetary items are foreign currency denominated bank balances, deposits and cash
and borrowings. The Group does not hedge these items except for term loans amounting to USD400.0
million (2012: USD400.0 million).
Sime Darby Berhad | Annual Report 2013
313
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

52. Financial Risk and Capital Management (continued)


a. Financial Risk Management (continued)
Details of each financial risk are as follows: (continued)
ii. Interest rate risk
The Group is exposed to interest rate risk through the impact of rate changes on interest bearing
financial assets and financial liabilities. Interest rate exposure which arises from the Group’s long-term
borrowings is managed through the use of fixed rate debt and derivatives. Derivatives are used, where
appropriate, to generate the desired interest rate profile.
The percentages of fixed rate borrowings, both before and after taking into account the interest rate
swap (IRS) contracts, to the total borrowings as at 30 June are as follows:

Group Company
2013 2012 2013 2012

Total borrowings 10,085.6 9,803.4 2,900.0 3,350.0

Fixed rate borrowings 5,034.8 2,650.0 2,400.0 2,650.0


Floating rate borrowings
(swapped to fixed) 953.3 1,674.2 – –
Total fixed rate borrowings after
swap 5,988.1 4,324.2 2,400.0 2,650.0

Percentage of fixed rate borrowings


over total borrowings
- before swap (%) 49.9 27.0 82.8 79.1
- after swap (%) 59.4 44.1 82.8 79.1

As at 30 June 2013, the Group’s and the Company’s floating rate borrowings stood at RM5,050.8 million
(2012: RM7,153.4 million) and RM500.0 million (2012: RM700.0 million) respectively. The following
table demonstrates the effect of changes in interest rate of floating rate borrowings, both before and
after taking into account the interest rate swap contracts mentioned in the preceding paragraph. If the
interest rate increased by 1% in the following currencies of borrowings, the Group’s and Company’s
profit before tax and hedging reserve will be higher/(lower) by:

Group Company
2013 Before IRS After IRS Before IRS After IRS
Profit before tax
- Ringgit Malaysia (27.7) (27.7) (5.0) (5.0)
- Australian dollar (1.1) (1.1) – –
- United States dollar (17.6) (8.1) – –

Hedging reserve
- United States dollar – 18.2 – –

2012
Profit before tax
- Ringgit Malaysia (21.7) (21.7) (7.0) (7.0)
- Australian dollar (9.3) (9.3) – –
- United States dollar (33.1) (16.4) – –

Hedging reserve
- United States dollar – 3.2 – –

A 1% decrease in interest rate would have an equal but opposite effect.


Sime Darby Berhad | Annual Report 2013
314
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

52. Financial Risk and Capital Management (continued)


a. Financial Risk Management (continued)
Details of each financial risk are as follows: (continued)
iii. Credit risk
Credit risk arises on sales made on credit terms, derivatives with positive fair value, deposits with banks,
guarantees and performance guarantees given on behalf of others and risk sharing arrangement.
The Group seeks to control credit risk by dealing with counterparties with appropriate credit histories
and deposit with banks and financial institutions with good credit ratings. Third party agencies’ ratings
are considered, if available. In addition, customers’ most recent financial statements, payment history
and other relevant information are considered in the determination of credit risk. Counterparties are
assessed at least annually and more frequently when information on significant changes in their financial
position becomes known. Credit terms and limit are set based on this assessment. Where appropriate,
guarantees or securities are obtained to limit credit risk. Sales to trade customers are usually suspended
when earlier amounts are overdue exceeding 180 days.
The maximum exposure and collateral and credit enhancements as at 30 June are as follows:

Group Company
Collateral Collateral
and credit and credit
Maximum enhance- Maximum enhance-
2013 exposure ment exposure ment

Receivables 7,053.0 1,043.1 11,697.1 –


Derivatives 182.2 – – –
Cash held under Housing
Development Accounts 560.3 – – –
Bank balances, deposits and cash 4,093.5 – 317.5 –
Guarantees in respect of credit
facilities granted to:
- certain subsidiaries – – 1,569.6 –
- a jointly controlled entity,
associates and others 111.2 – – –
Risk sharing arrangement 155.7 – – –
12,155.9 1,043.1 13,584.2 –

2012

Receivables 7,739.9 838.1 10,093.5 –


Derivatives 31.8 – – –
Cash held under Housing
Development Accounts 540.9 – – –
Bank balances, deposits and cash 4,564.7 – 315.1 –
Guarantees in respect of credit
facilities granted to:
- certain subsidiaries – – 3,621.6 –
- a jointly controlled entity,
associates and others 144.7 – – –
Risk sharing arrangement 89.8 – – –
13,111.8 838.1 14,030.2 –
Sime Darby Berhad | Annual Report 2013
315
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

52. Financial Risk and Capital Management (continued)


a. Financial Risk Management (continued)
Details of each financial risk are as follows: (continued)
iii. Credit risk (continued)
The Group has a risk sharing arrangement with a third party leasing company which is a member of our
principal vendor, in connection with the sale of its equipment whereby the Group guarantees the payment
from its customers under the lease agreement up to a pre-determined amount. As at 30 June 2013, the total
outstanding risk sharing amount on which the Group has an obligation to pay the leasing company should
the customers default, amounted to RM155.7 million (2012: RM89.8 million), of which RM22.1 million
(2012: RM23.6 million) has been provided for based on the average default rate from the Group’s past
experience.
The credit risks concentration profile of the Group’s net trade receivables analysed by country where the
Group operates and by reportable segment at 30 June are as follows:

Group Energy & Health-


2013 Plantation Property Industrial Motors Utilities care Others Total

Malaysia 486.9 758.0 275.5 273.1 197.2 – 31.8 2,022.5


Indonesia 17.1 – – – – – – 17.1
Singapore 23.5 1.5 189.9 41.5 40.6 – 4.2 301.2
Other
countries
in South
East Asia 104.1 0.4 3.3 24.0 81.9 – – 213.7
China – – 239.7 79.5 19.9 – 10.5 349.6
Australasia – 0.6 888.9 178.4 – – – 1,067.9
Europe 196.0 0.2 – – – – – 196.2
Other
countries 71.1 – – – – – – 71.1
898.7 760.7 1,597.3 596.5 339.6 – 46.5 4,239.3

In
percentage
Malaysia 11.5 17.9 6.5 6.4 4.6 – 0.8 47.7
Indonesia 0.4 – – – – – – 0.4
Singapore 0.5 – 4.5 1.0 1.0 – 0.1 7.1
Other
countries
in South
East Asia 2.5 – – 0.6 1.9 – – 5.0
China – – 5.7 1.9 0.5 – 0.2 8.3
Australasia – – 21.0 4.2 – – – 25.2
Europe 4.6 – – – – – – 4.6
Other
countries 1.7 – – – – – – 1.7
21.2 17.9 37.7 14.1 8.0 – 1.1 100.0
Sime Darby Berhad | Annual Report 2013
316
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

52. Financial Risk and Capital Management (continued)


a. Financial Risk Management (continued)
Details of each financial risk are as follows: (continued)
iii. Credit risk (continued)
The credit risks concentration profile of the Group’s net trade receivables analysed by country where the
Group operates and by reportable segment at 30 June are as follows: (continued)

Group Energy & Health-


2012 Plantation Property Industrial Motors Utilities care Others Total

Malaysia 546.0 669.8 203.4 168.2 422.9 33.4 29.0 2,072.7


Indonesia 14.6 – – – – – – 14.6
Singapore 27.8 1.0 184.9 34.0 37.2 – 8.2 293.1
Other
countries
in South
East Asia 128.3 0.3 6.8 28.3 55.5 – – 219.2
China – – 237.8 70.7 12.8 – 11.5 332.8
Australasia – 1.3 1,493.2 148.0 – – – 1,642.5
Europe 294.2 0.3 – – – – – 294.5
Other
countries 86.0 – – – – – – 86.0
1,096.9 672.7 2,126.1 449.2 528.4 33.4 48.7 4,955.4

In
percentage
Malaysia 11.0 13.5 4.1 3.4 8.5 0.7 0.6 41.8
Indonesia 0.3 – – – – – – 0.3
Singapore 0.6 – 3.8 0.7 0.8 – 0.1 6.0
Other
countries
in South
East Asia 2.6 – 0.1 0.6 1.1 – – 4.4
China – – 4.8 1.4 0.3 – 0.2 6.7
Australasia – 0.1 30.1 3.0 – – – 33.2
Europe 5.9 – – – – – – 5.9
Other
countries 1.7 – – – – – – 1.7
22.1 13.6 42.9 9.1 10.7 0.7 0.9 100.0

The highest percentage of concentration of Group’s net trade receivables as at 30 June 2013 was 21.0%
(2012: 30.1%) in the Industrial segment in Australasia. The customer base in this sector comprised a few
large customers involved in the mining sector.
The Company has no significant concentration of credit risks except for loans to its subsidiaries where
risk of default has been assessed to be low.
Sime Darby Berhad | Annual Report 2013
317
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

52. Financial Risk and Capital Management (continued)


a. Financial Risk Management (continued)
Details of each financial risk are as follows: (continued)
iv. Liquidity and cash flow risk
Liquidity risk refers to the risk that the Group or the Company will encounter difficulty in meeting
financial obligations when it falls due. The Group maintains a prudent borrowing policy which is aimed
towards maintaining sufficient cash for all cash flow requirements, managing debt and investment
portfolio within the relevant time buckets to maturity, obtaining a diverse range of funding sources,
and keeping an adequate amount of credit facilities to provide an ample liquidity cushion.
The Group maintains centralised treasury functions where all strategic funding requirements are
managed. The main source of financing for the Group is internally generated cash flows from operations
under the respective group companies. The centralised treasury also manages cash for the Group at
corporate level and invests surplus cash in highly liquid investment instruments such as interest bearing
current account, time deposits, money market deposits and unit trust funds with money market base. The
Group assesses various funding options when there is a need for financing, including monitoring funding
options available in the capital markets, and will tap the market at the appropriate time under its existing
RM4.5 billion Islamic Medium Term Notes and Islamic Commercial Papers Programme and its USD1,500.0
million Multi-Currency Sukuk Programme which was recently launched in January 2013.
Cash projections is another key element for effective management of liquidity risk to ensure requirements
are identified as early as possible and net liability exposures are appropriately managed. Group companies
performed quarterly 12 month rolling cash flow projections which are aggregated at centralised
treasury to ensure the Group has sufficient cash to meet operational needs. Such projections take into
consideration the Group’s financing plans and is also used for monitoring of covenant compliance and
credit metrics.
As at 30 June 2013, the Group has total cash and cash equivalents of RM4,603.6 million (2012: RM5,077.8
million) which include cash in hand, deposits held at call with banks and cash held under Housing
Development Accounts, net of bank overdrafts.
The undiscounted contractual cash flows of the Group’s and the Company’s financial liabilities at 30 June
are as follows:

On demand Between Between Total Total


Group or within 1 and 2 2 and 5 Above 5 contractual carrying
2013 1 year years years years cash flows amount

Payables 8,235.8 – – – 8,235.8 8,235.8


Borrowings
- principal 2,092.2 1,052.2 3,924.3 3,016.9 10,085.6 10,085.6
- interest 314.0 249.8 575.9 684.9 1,824.6 –
Finance lease obligation 12.2 12.3 36.7 161.3 222.5 164.3
Derivatives
- net settled 38.1 – – – 38.1 38.1
- gross settled 76.9 1.9 – – 78.8 78.8
10,769.2 1,316.2 4,536.9 3,863.1 20,485.4 18,602.6

2012

Payables 9,432.4 – – – 9,432.4 9,432.4


Borrowings
- principal 5,872.6 180.0 2,620.7 1,130.1 9,803.4 9,803.4
- interest 308.7 139.1 284.7 46.9 779.4 –
Derivatives
- net settled 19.8 48.4 – – 68.2 68.2
- gross settled 92.9 4.3 – – 97.2 97.2
15,726.4 371.8 2,905.4 1,177.0 20,180.6 19,401.2
Sime Darby Berhad | Annual Report 2013
318
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

52. Financial Risk and Capital Management (continued)


a. Financial Risk Management (continued)
Details of each financial risk are as follows: (continued)
iv Liquidity and cash flow risk (continued)
The undiscounted contractual cash flows of the Group’s and the Company’s financial liabilities at 30 June
are as follows: (continued)

On demand Between Between Total Total


Company or within 1 and 2 2 and 5 Above 5 contractual carrying
2013 1 year years years years cash flows amount

Payables 180.7 67.9 1,457.5 1,456.3 3,162.4 2,529.5


Borrowings
- principal 500.0 700.0 1,000.0 700.0 2,900.0 2,900.0
- interest 97.2 92.0 159.4 210.3 558.9 –
777.9 859.9 2,616.9 2,366.6 6,621.3 5,429.5

2012

Payables 127.9 – – – 127.9 127.9


Borrowings
- principal 1,650.0 – 1,700.0 – 3,350.0 3,350.0
- interest 107.4 78.2 127.6 – 313.2 –
1,885.3 78.2 1,827.6 – 3,791.1 3,477.9

v. Price risk
The Group through its subsidiaries is exposed to securities price risk on its available-for-sale investments
and commodity price risk due to fluctuations in crude palm oil futures prices.
The performance of available-for-sale investments are monitored regularly taking into account their
relevance to the Group’s long term strategic plans. If the price of available-for-sale investments increased
by 10%, the available-for-sale reserves would have been higher by RM11.9 million (2012: RM11.2 million)
and correspondingly, a 10% decrease would result in lower available-for-sale reserves by RM11.9 million
(2012: RM11.2 million).
The Group enters into commodity futures contract to minimise exposure to adverse movements in crude
palm oil prices. Certain contracts are entered into and continue to be held for the purpose of the receipt
or delivery of the physical commodity in accordance with the Group’s expected purchase, sale or usage
requirements.
Other contracts that are not held for the purpose of physical delivery are shown in Note 26. If the price
of the commodity increased by 10%, the Group’s profit before tax will be lower by RM2.5 million (2012:
higher by RM0.3 million) due to changes in fair value of those contracts not held for purpose of physical
delivery. A 10% decrease in the price of the commodity would have an equal but opposite effect.
Sime Darby Berhad | Annual Report 2013
319
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

52. Financial Risk and Capital Management (continued)


b. Capital Management
The Group’s capital management policy and objectives are as follows:
i. Policy and objectives
Capital management refers to implementing measures to maintain sufficient capital to support its
businesses. The Group’s capital management objectives are to ensure the Group’s ability to continue as a
going concern and maximise shareholders’ value. The Group is committed towards optimising its capital
structure, to ensure competitive cost of capital. Implementation of optimal capital structure includes
balancing between debt and equity by putting in place appropriate dividend and financing policies which
influence the level of debt and equity.
One of the key considerations in this regard is to maintain ready access to capital markets and to preserve
the Group’s ability to repay and service debt obligations over time. In this respect, the Group has a
strong commitment to preserve its current ratings. The Group is currently rated MARC-1ID/AAAID by
the Malaysian Rating Corporation Berhad (MARC), which is the highest local rating in the agency’s debt
ratings category. In the international market, the Group is rated A/A/A3 by Standard & Poor’s Ratings
Services, Fitch Ratings and Moody’s Investors Service respectively.
ii. Gearing ratios
The Group uses the gearing ratio to assess the appropriateness of its debt level, hence determining its
capital structure. The ratio is calculated as Total Debt divided by Total Equity. The Group’s gearing ratio
as at 30 June are as follows :

Group
2013 2012

Borrowings 10,085.6 9,803.4


Interest payable 54.3 29.2
Total debt 10,139.9 9,832.6

Debt/Equity ratio 0.36 0.37

Given the relatively low gearing level, the Group still has the capacity to borrow for expansion, provided
an acceptable level of gearing ratio is maintained in order to retain its strong credit ratings. The
appropriate capital structure of the Group is an important factor towards maximising shareholders’
value.
iii. Externally imposed financial covenants and capital structure
The Group maintains a debt to equity ratio that complies with debt covenants and regulatory
requirements in countries where the Group operates. This includes minimum capital requirements and
the requirement to maintain legal reserves which are non-distributable.

53. Holding Companies


The Directors regard Permodalan Nasional Berhad as its immediate holding company and Yayasan Pelaburan
Bumiputra as its ultimate holding company. Both companies are incorporated in Malaysia.
Sime Darby Berhad | Annual Report 2013
320
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows:

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Plantation – Subsidiaries
Chartquest Sdn Bhd Malaysia 61.1 61.1 1 Cultivation of oil palm
Chermang Development Malaysia 83.9 83.9 1 )
(Malaya) Sdn Bhd )
Consolidated Plantations Malaysia 100.0 100.0 1 )
Berhad ) Investment holding
Eminent Platform Sdn Bhd Malaysia 100.0 100.0 1 )
Golden Hope Overseas Sdn Malaysia 100.0 100.0 1 )
Bhd )
Guthrie Industries Malaysia Malaysia 100.0 100.0 1 Cultivation of oil palm
Sendirian Berhad and processing of palm
oil and palm kernel
Guthrie International Malaysia 100.0 100.0 1 )
Investments (L) Limited )
Kumpulan Jelei Sendirian Malaysia 100.0 100.0 1 )
Investment holding
Berhad )
Mostyn Palm Processing Malaysia 100.0 100.0 1 )
Sdn Bhd )
Sanguine (Malaysia) Sdn Bhd Malaysia 100.0 100.0 1 Cultivation of oil palm
Sime Darby Agri-Bio Sdn Bhd Malaysia 100.0 100.0 1 Manufacturing
of rat baits and
trading of cover crop
seeds, fertilisers,
agrochemicals and
agricultural equipment
Sime Darby Alif Food Malaysia 48.0 48.0 1 Manufacturing of food
Industries Sdn Bhd products
Sime Darby Alif Retort Malaysia 60.0 60.0 1 Retail and distribution
Pack Products Sdn Bhd of pre-packed products
Sime Darby Austral Malaysia 100.0 100.0 1 Investment holding
Holdings Berhad
Sime Darby Austral Sdn Bhd Malaysia 60.0 60.0 1 Processing of palm oil
products
Sime Darby Beverages Sdn Bhd Malaysia 100.0 100.0 1 Fruit cultivation,
processing and sales of
pink guava puree and
juices
Sime Darby Biodiesel Sdn Bhd Malaysia 100.0 100.0 1 Production of biodiesel
and its related
products
Sime Darby Biotech Malaysia 100.0 100.0 1 Provision of research
Laboratories Sdn Bhd and cloning of oil palm
tissue culture services
Sime Darby Bukit Talang Malaysia 100.0 100.0 1 Processing and sale of
Sdn Bhd palm oil and palm
kernel
Sime Darby Berhad | Annual Report 2013
321
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Plantation – Subsidiaries (continued)
Sime Darby Consulting Sdn Bhd Malaysia 100.0 100.0 1 Investment holding
Sime Darby Foods & Malaysia 100.0 100.0 1 Distribution and
Beverages Marketing marketing of Halal
Sdn Bhd food products for both
retail and food service
Sime Darby Futures Trading Malaysia 100.0 100.0 1 Trading of crude
Sdn Bhd palm oil and palm oil
products
Sime Darby Jomalina Sdn Bhd Malaysia 100.0 100.0 1 Palm oil refining,
trading and tolling
services
Sime Darby Kempas Sdn Bhd Malaysia 100.0 100.0 1 Palm oil and palm
kernel oil refining and
fractionation; and
manufacturing and
marketing of specialty
and end user fats
Sime Darby Latex Sdn Bhd Malaysia 100.0 100.0 1 Processing and sale of
latex and other rubber
related products
Sime Darby Oils & Fats Sdn Bhd Malaysia 100.0 100.0 1 Distribution and
marketing of palm oil
related products
Sime Darby Pecconina Sdn Bhd Malaysia 100.0 100.0 1 Investment holding
Sime Darby Plantation Malaysia 100.0 100.0 1 )
(Sabah) Sdn Bhd ) Cultivation of oil palm
and processing of palm
Sime Darby Plantation Malaysia 100.0 100.0 1 ) oil and palm kernel
(Sarawak) Sdn Bhd )
Sime Darby Plantation Malaysia 100.0 100.0 1 )
Indonesia Sdn Bhd )
Sime Darby Plantation Malaysia 100.0 100.0 1 ) Investment holding
Investment (Cameroon) )
Sdn Bhd )
Sime Darby Plantation Sdn Bhd Malaysia 100.0 100.0 1 Production, processing
and sale of palm
oil, palm kernel,
rubber and other
palm oil and rubber
related products and
investment holding
Sime Darby Plantation Malaysia 100.0 100.0 1 Investment holding
Thailand Sdn Bhd
Sime Darby Research Sdn Bhd Malaysia 100.0 100.0 1 Provision of research
and development
services in relation to
tropical agriculture
Sime Darby Berhad | Annual Report 2013
322
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Plantation – Subsidiaries (continued)
Sime Darby Seeds & Malaysia 100.0 100.0 1 Provision of agricultural
Agricultural Services Sdn Bhd research and advisory
services, production
and sale of oil palm
seeds and polybag
seedlings
Sime Darby Technology Malaysia 100.0 100.0 1 Provision of research
Centre Sdn Bhd and development
services in
biotechnology and
agriculture
The China Engineers Malaysia 100.0 100.0 1 Cultivation of oil palm
(Malaysia) Sdn Bhd and processing of palm
oil and palm kernel
Vertical Drive Sdn Bhd Malaysia 100.0 100.0 1 Investment holding
Wangsa Mujur Sdn Bhd Malaysia 72.5 72.5 1 ) Cultivation of oil palm
PT Aneka Intipersada Indonesia 100.0 100.0 2 ) and processing of palm
) oil and palm kernel
PT Aneka Sawit Lestari Indonesia 100.0 100.0 2 Production and sale
of oil palm planting
materials
PT Anugerah Sumbermakmur Indonesia 100.0 100.0 2 )
Investment holding
PT Asricipta Indah Indonesia 90.0 90.0 2 )
PT Bahari Gembira Ria Indonesia 99.0 99.0 2 )
PT Bersama Sejahtera Sakti Indonesia 91.1 91.1 2 ) Cultivation of oil palm
and processing of palm
PT Bhumireksa Nusasejati Indonesia 100.0 100.0 2 ) oil and palm kernel
PT Bina Sains Cemerlang Indonesia 100.0 100.0 2 )
PT Budidaya Agro Lestari Indonesia 100.0 100.0 2 Cultivation of oil palm
PT Golden Hope Nusantara Indonesia 100.0 100.0 2 Palm oil refinery
PT Guthrie Pecconina Indonesia 100.0 100.0 2 Cultivation of oil palm
Indonesia and processing of palm
oil and palm kernel
PT Indo Sukses Lestari Indonesia 95.0 95.0 2 Forestry business
Makmur and development of
industrial plant forest
and rubber tapping
PT Indotruba Tengah Indonesia 50.0 50.0 2 Cultivation of oil palm
and processing of palm
oil and palm kernel
PT Kartika Inti Perkasa Indonesia 60.0 60.0 2 Investment holding
PT Kridatama Lancar Indonesia 100.0 100.0 2 )
PT Ladangrumpun Indonesia 100.0 100.0 2 )
Suburabadi ) Cultivation of oil palm
and processing of palm
PT Laguna Mandiri Indonesia 88.6 88.6 2 )
oil and palm kernel
PT Lahan Tani Sakti Indonesia 100.0 100.0 2 )
PT Langgeng Muaramakmur Indonesia 100.0 100.0 2 )
Sime Darby Berhad | Annual Report 2013
323
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Plantation – Subsidiaries (continued)
PT Minamas Gemilang Indonesia 100.0 100.0 2 Investment holding
PT Mitra Austral Sejahtera Indonesia 65.0 65.0 2 Cultivation of oil palm
and processing of palm
oil and palm kernel
PT Muda Perkasa Sakti Indonesia 100.0 100.0 2 Investment holding
PT Padang Palma Permai Indonesia 75.5 75.5 2 Cultivation of oil palm
and processing of palm
oil and palm kernel
PT Paripurna Swakarsa Indonesia 93.5 93.5 2 Cultivation of oil palm
PT Perkasa Subur Sakti Indonesia 100.0 100.0 2 Processing of palm oil
and palm kernel
PT Perusahaan Perkebunan Indonesia 75.5 75.5 2 Cultivation of oil palm
Industri dan Niaga Sri Kuala
PT Sajang Heulang Indonesia 100.0 100.0 2 ) Cultivation of oil palm
PT Sandika Natapalma Indonesia 100.0 100.0 2 ) and processing of palm
) oil and palm kernel

PT Sime Agri Bio Indonesia 100.0 100.0 2 Import and wholesale


trading of agricultural
equipment and other
agricultural products
PT Sime Indo Agro Indonesia 100.0 100.0 2 Cultivation of oil palm
and processing of palm
oil and palm kernel
PT Sritijaya Abaditama Indonesia 60.0 60.0 2 Investment holding
PT Swadaya Andika Indonesia 100.0 100.0 2 )
PT Tamaco Graha Krida Indonesia 90.0 90.0 2 ) Cultivation of oil palm
and processing of palm
PT Teguh Sempurna Indonesia 100.0 100.0 2 ) oil and palm kernel
PT Tunggal Mitra Plantations Indonesia 60.0 60.0 2 )
Kwang Joo Seng (Malaysia) Singapore 100.0 100.0 2 Royalty and rental
Private Limited income
Sime Darby Edible Products Singapore 100.0 100.0 2 Refining, manufacturing
Limited and marketing of
edible oils and palm oil
related products and
surfactant
Sime Darby Plantation Europe Singapore 100.0 100.0 2 )
Ltd )
Sime Darby Plantation Singapore 100.0 100.0 2 ) Investment holding
Investment (Liberia) Private )
Limited )
Rizhao Sime Darby Oils & Fats China 100.0 100.0 2 Refining, storage and
Co Ltd marketing of palm oil
related products
Sime Darby China Oils & Fats Hong Kong 100.0 100.0 2 Investment holding
Company Limited SAR
Sime Darby Berhad | Annual Report 2013
324
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Plantation – Subsidiaries (continued)
Sime Darby Hong Kong Hong Kong 100.0 100.0 2 Holding investments as
Nominees Limited SAR a nominee
Sime Darby International Cayman 100.0 100.0 5 )
Investments Limited Islands )
Sime Darby Plantation Cayman 100.0 100.0 5 )
Investment holding
Holdings (Asia Pacific) Islands )
Sime Darby Plantation Cayman 100.0 100.0 5 )
Holdings (Cayman Islands) Islands )
Sime Darby Edible Products India 100.0 100.0 3 Manufacturing and
India Private Limited trading in edible oil
and fats and other by-
products
Sime Darby Plantations Germany 100.0 100.0 3 Investment holding
(Deutschland) Gmbh
Sime Darby Plantation Liberia 100.0 100.0 3 Cultivation of oil
(Liberia) Inc palm and rubber and
processing of rubber
Sime Darby Investments Luxembourg 100.0 100.0 3 )
(Europe) S.à.r.l )
Golden Hope Overseas Mauritius 100.0 100.0 2 )
Capital ) Investment holding

Mulligan International BV Netherlands 100.0 100.0 2 )


Sime Darby Netherlands BV Netherlands 100.0 100.0 2 )
Sime Darby Unimills BV Netherlands 100.0 100.0 2 Refining and
modification of
vegetable oils
Sime Darby Hudson And South Africa 100.0 100.0 2 Refining and marketing
Knight (Proprietary) Limited of edible oils and fats
Morakot Industries Public Thailand 99.9 99.9 2 Manufacturing
Company Limited and distribution of
vegetable oils
Sime-Morakot Holdings Thailand 100.0 100.0 2 )
(Thailand) Limited )
Investment holding
The China Engineers Thailand 99.9 99.9 2 )
(Thailand) Limited )
Golden Hope-Nha Be Edible Vietnam 51.0 51.0 2 Refining of edible oil
Oils Co Ltd

Plantation – Jointly controlled entities


Emery Aekyung Sdn Bhd Malaysia 50.0 35.0 3 Production and trading
in oleochemicals
Emery Oleochemicals (M) Malaysia 50.0 50.0 3 Production of
Sdn Bhd oleochemicals and
derivatives
Sime Darby Berhad | Annual Report 2013
325
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Plantation – Jointly controlled entities (continued)
Emery Oleochemicals Rika (M) Malaysia 27.5 27.5 3 Production and trading
Sdn Bhd in oleochemicals
or other chemicals
products
Emery Specialty Chemicals Malaysia 50.0 – 3 Develop,
Sdn Bhd manufacture and
marketing of green
technology based
specialty chemicals
Emery Oleochemicals Trading China 50.0 50.0 3 Production and trading
(Shanghai) Co Limited in oleochemicals
Guangzhou Keylink Chemicals China 43.5 43.5 3 Manufacture and
Co Ltd distribution of surface
active agents
Emery Oleochemicals (HK) Hong Kong 50.0 50.0 3 )
Limited SAR )
Emery Importacao eComercio Brazil 50.0 50.0 3 )
Oleoquimica Ltda )
Emery Oleochemicals Canada Canada 50.0 50.0 3 ) Production and trading
Ltd ) in oleochemicals
Emery Oleochemicals GmbH Germany 50.0 50.0 3 )
Emery Oleochemicals Japan Japan 50.0 50.0 3 )
Ltd )
Erca Emery Surfactants BV Netherlands 50.0 – 3 )
Amril AG Switzerland 50.0 – 3 Managing intellectual
properties
Emery Oleochemicals UK United 50.0 50.0 3 )
Limited Kingdom ) Production and trading
Emery Oleochemicals LLC United States 50.0 50.0 3 ) in oleochemicals
of America )

Plantation – Associates
Barlow Bulking Sdn Bhd Malaysia 32.0 32.0 3 Provision of bulking and
marketing facilities for
edible oil producers
and millers
Nescaya Maluri Sdn Bhd Malaysia 40.0 40.0 3 Investment holding and
licensing
Tenom Crumb Sdn Bhd Malaysia – 49.0 3 Processing of latex
Muang Mai Guthrie Public Thailand 49.0 49.0 3 Processing and
Co Ltd distribution of rubber
Sime Darby Berhad | Annual Report 2013
326
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Property – Subsidiaries
Genting View Resort Malaysia 30.4 30.4 1 Property development
Development Sdn Bhd and provision of
management services
Golfhome Development Malaysia 100.0 100.0 1 )
Sdn Bhd ) Property investment
Golftek Development Malaysia 100.0 100.0 1 ) and development
Sdn Bhd )
Harvard Golf Resort (Jerai) Malaysia 99.0 99.0 1 Operation of a golf
Berhad course
Harvard Hotel (Jerai) Sdn Bhd Malaysia 100.0 100.0 1 Operation of a hotel
Harvard Jerai Development Malaysia 100.0 100.0 1 Property investment
Sdn Bhd and development
Impian Golf Resort Berhad Malaysia 100.0 100.0 1 Provision of golfing and
sporting services
Ironwood Development Malaysia 100.0 100.0 1 Property investment
Sdn Bhd and development
Kuala Lumpur Golf & Country Malaysia 100.0 100.0 1 Provision of golfing and
Club Berhad sporting services and
property development
Malaysia Land Development Malaysia 50.7 50.7 1 Property investment,
Company Berhad management and
investment holding
Sime Darby Ainsdale Malaysia 100.0 100.0 1 Property development
Development Sdn Bhd
Sime Darby Ampar Tenang Malaysia 100.0 100.0 1 Property investment
Sdn Bhd
Sime Darby Ara Damansara Malaysia 100.0 100.0 1 Property investment
Development Sdn Bhd and development
Sime Darby Augsburg (M) Malaysia 100.0 100.0 1 )
Sdn Bhd )
Property development
Sime Darby Brunsfield Malaysia 60.0 60.0 1 )
Damansara Sdn Bhd )
Sime Darby Brunsfield Malaysia 60.0 60.0 1 Investment holding and
Holding Sdn Bhd property development
Sime Darby Brunsfield Malaysia 60.0 60.0 1 )
Kenny Hills Sdn Bhd )
Property development
Sime Darby Brunsfield Malaysia 60.0 60.0 1 )
Motorworld Sdn Bhd )
Sime Darby Brunsfield Malaysia 60.0 60.0 1 Property investment
Properties Holding Sdn Bhd
Sime Darby Brunsfield Malaysia 70.0 70.0 1 Property development
Property Sdn Bhd
Sime Darby Builders Sdn Bhd Malaysia 100.0 100.0 1 Property development
and construction
Sime Darby Berhad | Annual Report 2013
327
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Property – Subsidiaries (continued)
Sime Darby Building Malaysia 100.0 100.0 1 Provision of property
Management Services management services
Sdn Bhd
Sime Darby Chemara Sdn Bhd Malaysia 100.0 100.0 1 )
Sime Darby Constant Skyline Malaysia 100.0 100.0 1 ) Property development
Sdn Bhd )
Sime Darby Elmina Malaysia 100.0 100.0 1 Property investment
Development Sdn Bhd and development
Sime Darby GVR Malaysia 50.7 50.7 1 Resort management
Management Sdn Bhd
Sime Darby Homes Sdn Bhd Malaysia 100.0 100.0 1 )
Property investment
Sime Darby Industrial Park Malaysia 100.0 100.0 1 ) and development
Sdn Bhd )
Sime Darby Johor Malaysia 100.0 100.0 1 Property development,
Development Sdn Bhd asset management and
investment holding
Sime Darby KLGCC Malaysia 100.0 100.0 1 Property development
Development Sdn Bhd
Sime Darby Landscaping Malaysia 100.0 100.0 1 Horticultural supplies,
Sdn Bhd landscaping and design
consultancy and civil
works
Sime Darby Lukut Malaysia 100.0 100.0 1 Property investment
Development Sdn Bhd and development
Sime Darby Melawati Malaysia 100.0 100.0 1 Property investment,
Development Sdn Bhd development and
management
Sime Darby Nilai Utama Malaysia 70.0 70.0 1 Property development
Sdn Bhd
Sime Darby Nominees Malaysia 100.0 100.0 1 Investment holding
Sendirian Berhad
Sime Darby Pagoh Malaysia 100.0 100.0 1 Property investment
Development Sdn Bhd and development
Sime Darby Paralimni Malaysia 100.0 100.0 1 Property development
Sdn Bhd
Sime Darby Properties Malaysia 100.0 100.0 1 Property development
(Sabah) Sdn Bhd and investment
holding
Sime Darby Properties Malaysia 100.0 100.0 1 Property development
(Selangor) Sdn Bhd
Sime Darby Properties Malaysia 100.0 100.0 1 General construction
Builders Sdn Bhd
Sime Darby Properties Harta Malaysia 100.0 100.0 1 Property investment
Sdn Bhd and management
Sime Darby Berhad | Annual Report 2013
328
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Property – Subsidiaries (continued)
Sime Darby Properties Realty Malaysia 100.0 100.0 1 Property development,
Sdn Bhd management and
provision of related
consultancy services
Sime Darby Property Malaysia 100.0 100.0 1 Property investment
(Bestari Jaya) Sdn Bhd
Sime Darby Property Malaysia 100.0 100.0 1 Property development
(Bukit Selarong) Sdn Bhd
Sime Darby Property Malaysia 100.0 100.0 1 Property investment
(Bukit Tunku) Sdn Bhd
Sime Darby Property Malaysia 100.0 100.0 1 Property development
(Klang) Sdn Bhd
Sime Darby Property Malaysia 100.0 100.0 1 Property investment and
(Lembah Acob) Sdn Bhd development
Sime Darby Property Malaysia 100.0 100.0 1 Property development,
(Nilai) Sdn Bhd investment and project
management
Sime Darby Property Malaysia 100.0 100.0 1 Property investment and
(Subang) Sdn Bhd development
Sime Darby Property Malaysia 100.0 100.0 1 Investment holding,
(Sungai Kapar) Sdn Bhd property investment
and development
Sime Darby Property Berhad Malaysia 100.0 100.0 1 Investment holding,
property development
and provision of
management and
advisory services
Sime Darby Property Malaysia 100.0 100.0 1 Property investment
Holdings Sdn Bhd and management
Sime Darby Property Malaysia 100.0 100.0 1 Real estate and
Management Sdn Bhd property management
Sime Darby Property Selatan Malaysia 60.0 – 1 )
Dua Sdn Bhd (formerly )
known as Simfoni Giro )
Sdn Bhd) )
Sime Darby Property Selatan Malaysia 60.0 – 1 )
Empat Sdn Bhd (formerly )
known as Data Inisiatif ) Construction, and asset
Sdn Bhd) ) management services
Sime Darby Property Selatan Malaysia 60.0 – 1 ) under concession
Satu Sdn Bhd (formerly ) arrangement
known as Meridian Integrasi )
Sdn Bhd) )
Sime Darby Property Selatan Malaysia 60.0 – 1 )
Tiga Sdn Bhd (formerly )
known as Pelangi Motivasi )
Sdn Bhd) )
Sime Darby Berhad | Annual Report 2013
329
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Property – Subsidiaries (continued)
Sime Darby Property Selatan Malaysia 60.0 – 1 Investment holding
Sdn Bhd (formerly known as and construction
Intrisik Klasik Sdn Bhd)
Sime Darby Sungai Kantan Malaysia 100.0 100.0 1 Property development
Development Sdn Bhd and management
Sime Darby Urus Harta Malaysia 100.0 100.0 1 Property management
Sdn Bhd services
Sime Darby USJ Development Malaysia 100.0 100.0 1 Property investment,
Sdn Bhd development and
construction
Sime Healthcare Sdn Bhd Malaysia 100.0 100.0 1 Property investment
Sime Wood Industries Malaysia 100.0 100.0 1 Property investment
Sdn Bhd and management
Stableford Development Malaysia 100.0 100.0 1 Property investment
Sdn Bhd and operation of a
convention centre
Syarikat Malacca Straits Inn Malaysia 55.0 55.0 1 Operation of hotel
Sdn Bhd
Syarikat Perumahan Guthrie Malaysia 100.0 100.0 1 Property development
Sdn Bhd
The Glengowrie Rubber Malaysia 93.4 93.4 1 Property investment
Company Sdn Berhad and development
Wisma Sime Darby Malaysia 100.0 100.0 1 Property management
Sdn Berhad
Darby Park (Management) Singapore 100.0 100.0 2 Property investment,
Pte Ltd management and
investment holding
Darby Park (Singapore) Pte Ltd Singapore 100.0 100.0 2 )
Property investment
Sime Darby Property Singapore 100.0 100.0 2 ) and management
(Alexandra) Limited )
Sime Darby Property Singapore 100.0 100.0 2 Investment holding and
(Amston) Pte Ltd property investment
Sime Darby Property Singapore 100.0 100.0 2 )
(Dunearn) Limited ) Property investment
Sime Darby Property Singapore 100.0 100.0 2 ) and management
(Kilang) Limited )
Sime Darby Property Singapore 100.0 100.0 2 )
(Vietnam) Pte Ltd ) Investment holding and
Sime Darby Property Singapore 100.0 100.0 2 ) property management
Singapore Limited )
Sime Darby Property Hong Kong 100.0 100.0 2 Investment holding
(Hong Kong) Limited SAR
OCI Management Pty Ltd Australia 60.0 60.0 2 Security and landcare
services
Sime Darby Berhad | Annual Report 2013
330
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Property – Subsidiaries (continued)
Sime Darby Australia Limited Australia 100.0 100.0 2 Investment holding and
operation of service
apartments
Sime Darby Hotels Pty Ltd Australia 100.0 100.0 2 Operation of service
apartments
Sime Darby Investments Pty Australia 100.0 100.0 2 Investment holding
Limited
Sime Darby Resorts Pty Ltd Australia 100.0 100.0 2 Management of a resort
Sime Darby Serenity Cove Australia 60.0 60.0 2 Property development
Pty Ltd (formerly known
as Sime Darby Eagles Cove
Development Pty Ltd)
Key Access Holdings Limited British Virgin 100.0 100.0 5 )
Islands )
Investment holding
Sime Darby Brunsfield British Virgin 60.0 60.0 5 )
Australia Pte Ltd Islands )
Vibernum Limited Guernsey 100.0 100.0 2 )
Sime Darby London Limited United 100.0 100.0 2 ) Property investment
Kingdom )
Sime Darby Management United 100.0 100.0 2 Property management
Services Limited Kingdom
Darby Park (Vietnam) Limited Vietnam 65.0 65.0 2 Development and
operation of serviced
residences
Property – Jointly controlled entities
Sime Darby Capitamalls Malaysia 50.0 50.0 3 Property development
Asia (Melawati Mall) Sdn and investment
Bhd (formerly known as
Prized Corridor Sdn Bhd)
Sime Darby Sunrise Malaysia 50.0 50.0 1 Property development
Development Sdn Bhd
Battersea Power Station Malaysia 40.0 – 4 Provision of promotion
Malaysia Sdn Bhd advertising services,
sales and marketing
Sime Darby Brunsfield British Virgin 50.0 50.0 5 Investment holding
International Limited Islands
Battersea Power Station United 40.0 – 2 Development
Development Company Kingdom management services
Limited
Battersea Project Holding Jersey 40.0 – 2 Investment holding
Company Limited
Battersea Project Land Jersey 40.0 – 2 Land owner
Company Limited
Battersea Project Phase 1 Jersey 40.0 – 2 Property development
Company Limited
Sime Darby Berhad | Annual Report 2013
331
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Property – Jointly controlled entities (continued)
Battersea Project Phase 1 Jersey 40.0 – 2 )
GP Limited )
Investment holding
Battersea Project Phase 1 Jersey 40.0 – 2 )
LP Limited )
Battersea Project Phase 1 Jersey 40.0 – 2 Property management
Management Company
Limited
Battersea Project Phase 2 Jersey 40.0 – 2 Provision of
Refurbishment Company refurbishment and
Limited (formerly known redevelopment
as Battersea Project RS1B services
Company Limited)

Property – Associates
Bitaria Sdn Bhd Malaysia 24.0 24.0 3 Property development
Brunsfield Embassyview Malaysia 30.0 30.0 3 Property development
Sdn Bhd and project
management
Eastern & Oriental Berhad Malaysia 31.2 29.8 3 Investment holding,
hotel ownership
and management,
property investment
and development and
café and restaurant
operations
Seriemas Development Malaysia 40.0 40.0 3 Investment holding and
Sdn Bhd property development
Seriemas Resort Sdn Bhd Malaysia 28.0 28.0 3 Property development
Shaw Brothers (M) Sdn Bhd Malaysia 36.0 36.0 3 Property investment
Bluefields Investments Singapore – 49.0 2 Property investment and
Pte Ltd development
China Property Development Cayman 30.4 30.4 3 Investment holding
(Holdings) Limited Islands

Industrial – Subsidiaries
Shandong Equipment Malaysia 100.0 100.0 1 Sales and service
Malaysia Sdn Bhd support for Shandong
Engineering Machinery
business
Sime Darby Electropack Malaysia 100.0 100.0 1 Manufacturing and
Sdn Bhd assembly of generators,
agricultural and
industrial machinery
Sime Darby Industrial Malaysia 100.0 100.0 1 Training services
Academy Sdn Bhd
Sime Darby Berhad | Annual Report 2013
332
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Industrial – Subsidiaries (continued)
Sime Darby Industrial Malaysia 100.0 100.0 1 Investment holding
Holdings Sdn Bhd
Sime Darby Industrial Power Malaysia 91.2 91.2 1 Sale of generators,
Sdn Bhd agricultural and
industrial machinery
Sime Darby Industrial Power Malaysia 100.0 100.0 1 Assembly and
Systems Sdn Bhd packaging of
generators
Sime Darby Industrial Sdn Bhd Malaysia 100.0 100.0 1 Sale of equipment and
spare parts and service
support for Caterpillar
business, other
material handling
equipment and
industrial cleaners, and
supply and installation
of co-generation
systems
Sime Darby Joy Industries Malaysia 55.0 55.0 1 Designing and
Sdn Bhd manufacturing of heat
exchangers, radiators,
process equipment
modules, filters and
separators
Sime Darby TMA Sdn Bhd Malaysia 100.0 100.0 1 Manufacturing and
assembly of tractor
implements and parts,
and other products
Sime Darby TMR Sdn Bhd Malaysia 100.0 100.0 1 Reconditioning of
used equipment and
machinery
Sime Kubota Sdn Bhd Malaysia 90.0 90.0 1 Assembly and
distribution of Kubota
range of agricultural
machinery and
other machinery and
equipment
Site Technology Asia Pacific Malaysia 100.0 100.0 1 Supplying Global
Sdn Bhd Positioning System
(GPS)/digital work
site positioning and
machine control for
heavy and highway
construction
applications under
SITECH brand
Sime Darby Berhad | Annual Report 2013
333
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Industrial – Subsidiaries (continued)
Tractors Material Handling Malaysia 100.0 100.0 1 Sale and distribution
Sdn Bhd of lift trucks and spare
parts, and the rental
and servicing of other
material handling
equipment
Tractors Petroleum Services Malaysia 100.0 100.0 1 Supply, repair and
Sdn Bhd maintenance
of Caterpillar
engines and other
equipment for the
oil and gas industry,
refurbishment of gas
turbines and the sale
and installation of
pressure vessels
Sime Darby Eastern Singapore 100.0 100.0 2 )
Investments Private Limited )
Sime Darby Eastern Limited Singapore 100.0 100.0 2 ) Investment holding
Sime Darby Industrial Singapore 100.0 100.0 2 )
Singapore Pte Ltd )
Tractors Singapore Limited Singapore 100.0 100.0 2 Sale, rental, service
and assembly
of earthmoving
and construction
equipment and related
heavy equipment and
spare parts
Foshan Shunde CEL China 100.0 100.0 2 Sale of equipment and
Machinery Company spare parts and service
Limited support for Caterpillar
business
Foshan Sime Darby Elco China 100.0 100.0 2 Wholesale of diesel
Power Equipment Limited generators and spare
parts
Guangzhou Sime Darby China 100.0 100.0 3 Sale, hire and servicing
SITECH Dealers Company of survey equipment
Limited
Sime Darby CEL Machinery China 100.0 100.0 2 )
(Hunan) Company Limited ) Sale of equipment and
Sime Darby CEL Machinery China 100.0 100.0 2 ) spare parts and service
(Jiangxi) Company Limited ) support for Caterpillar
Sime Darby CEL Machinery China 100.0 100.0 2 ) business
(Xinjiang) Company Limited )
Sime Darby Berhad | Annual Report 2013
334
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Industrial – Subsidiaries (continued)
Sime Darby Elco Power China 100.0 100.0 2 Distribution of Perkins
Equipment (Shenzhen) engine products
Limited and spare parts and
provision of after-sales
services
Sime Darby Joy (Shanghai) China 55.0 55.0 2 Supply of process
Company Limited equipment and heat
exchangers
Sime Darby SEM Dealer China 100.0 100.0 2 Sale of equipment
(Fujian) Limited and spare parts and
service support for
SEM products
Xiamen Sime Darby CEL China 100.0 100.0 2 Sale of equipment and
Machinery Co Ltd spare parts and service
support for Caterpillar
business
Sime Darby CEL (South China) Hong Kong 100.0 100.0 2 Investment holding
Limited SAR
Sime Darby Elco Power Hong Kong 100.0 100.0 2 Distribution of Perkins
Systems Limited SAR engine products
and spare parts and
provision of after-
sales services
The China Engineers Limited Hong Kong 100.0 100.0 2 Sale of equipment and
SAR spare parts and service
support for Caterpillar
business
AC Haynes Investments Pty Ltd Australia 100.0 100.0 2 Crane hire
Austchrome Pty Ltd Australia 100.0 100.0 2 Chroming and hydraulic
repairs
DG Nominees Pty Ltd Australia 100.0 100.0 2 Auto glass supplier/
installer
Hastings Deering (Australia) Australia 100.0 100.0 2 Sale, rental and
Limited servicing for
Caterpillar products,
hardchroming and
hydraulic repair
Haynes Mechanical Pty Ltd Australia 100.0 100.0 2 Labour hire/
contracting, sale of
mining machinery
parts, service and
repair as well as crane
hire
Sime Darby Industrial Australia 100.0 100.0 2 Investment holding
Australia Pty Ltd
Sime Darby Berhad | Annual Report 2013
335
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Industrial – Subsidiaries (continued)
Sime Darby Industrial (B) Brunei 70.0 70.0 3 Assembly, marketing
Sdn Bhd and distribution
of agricultural and
industrial equipment
CICA Limited Channel 100.0 100.0 3 Supply of industrial
Islands equipment and
machinery and after-
sales services
Caltrac SAS New 100.0 100.0 2 Sale of equipment and
Caledonia spare parts and service
support for Caterpillar
business
SCI Sime Darby Invest NC New 100.0 100.0 2 Property investment
Caledonia
Hastings Deering (PNG) Papua New 100.0 100.0 2 ) Sale of equipment and
Limited Guinea ) spare parts and service
Hastings Deering (Solomon Solomon 100.0 100.0 3 ) support for Caterpillar
Islands) Limited Islands ) business
CICA Vietnam Company Vietnam 100.0 100.0 2 Provision of consultancy
Limited and services for
installation, operation,
repair and maintenance
of industrial machines,
equipment and
vehicles

Industrial – Jointly controlled entities


Terberg Tractors Malaysia Malaysia 50.0 50.0 1 Marketing, distributing
Sdn Bhd and servicing Terberg
terminal tractors
Wilpena Pty Ltd Australia 50.0 50.0 5 Sale of Caterpillar
equipment and spare
parts and service
support for projects

Industrial – Associates
APac Energy Rental Pte Ltd Singapore 20.0 20.0 3 Rental of industrial
machines and
equipment
FG Wilson Asia Pte Ltd Singapore 50.0 50.0 2 Sale and servicing of
diesel generator sets
Energy Power Systems Australia 20.0 20.0 2 Distribution and rental
Australia Pty Ltd of Caterpillar engine
and associated
products
Sime Darby Berhad | Annual Report 2013
336
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Industrial – Associates (continued)
Nova Power Pty Ltd Australia 33.7 – 2 Provision of low
emission power to
support electricity
distribution networks
Sitech Construction Systems Australia 30.6 30.6 2 Sale and servicing of
Pty Ltd Trimble Technology
construction products
Ultimate Positioning Group Australia 29.4 29.4 2 Sale, hire and servicing
Pty Ltd of Trimble surveying
equipment

Motors – Subsidiaries
Auto Bavaria Sdn Bhd Malaysia 100.0 100.0 1 )
Ford Malaysia Sdn Bhd Malaysia 51.0 51.0 1 ) Investment holding
Hyundai-Sime Darby Berhad Malaysia 99.9 99.9 1 )
Hyundai-Sime Darby Motors Malaysia 100.0 100.0 1 Sales and distribution
Sdn Bhd of passenger and light
commercial vehicles
and spare parts
Inokom Corporation Sdn Bhd Malaysia 53.5 53.5 1 Manufacture and
assembly of light
commercial and
passenger vehicles,
and contract assembly
of motor vehicles
Land Rover (Malaysia) Sdn Bhd Malaysia 60.0 60.0 1 Importation and
distribution of motor
vehicles and spare
parts
Sime Darby Auto Bavaria Malaysia 100.0 100.0 1 Provision of
Sdn Bhd (formerly known as management services
Sime Darby Motor Division and retail of motor
Sdn Bhd) vehicles, spare parts,
accessories and
provision of after-sales
services and assembler
of motor vehicles
Sime Darby Auto Britannia Malaysia 75.0 – 1 Motor vehicles
Sdn Bhd (formerly known as dealership
Timeless Diamond Sdn Bhd)
Sime Darby Auto ConneXion Malaysia 100.0 100.0 1 Distribution and retail
Sdn Bhd of motor vehicles
and spare parts and
provision of after-sales
services
Sime Darby Berhad | Annual Report 2013
337
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Motors – Subsidiaries (continued)
Sime Darby Auto Hyundai Malaysia 51.0 51.0 1 Sale of motor vehicles,
Sdn Bhd related spare parts and
provision of after-sales
services
Sime Darby Auto Imports Malaysia 100.0 100.0 1 Importation of motor
Sdn Bhd vehicles and spare
parts
Sime Darby Auto Italia Sdn Bhd Malaysia 100.0 100.0 1 Importation and
distribution of motor
vehicles and spare
parts
Sime Darby Auto Malaysia 70.0 70.0 1 Distribution and retail
Performance Sdn Bhd of motor vehicles,
spare parts,
accessories and
provision of after-sales
services
Sime Darby Hyundai Malaysia 51.0 51.0 1 Distribution of motor
Integrated Sdn Bhd vehicles
Sime Darby Hyundai Sdn Bhd Malaysia 51.0 51.0 1 Investment holding and
importation of motor
vehicles
Sime Darby Motor Group Malaysia 100.0 100.0 1 )
(Taiwan) Sdn Bhd (formerly )
known as Hyundai-Sime )
Darby Engine Manufacturing ) Investment holding
Sdn Bhd) )
Sime Darby Motors Sdn Bhd Malaysia 100.0 100.0 1 )
Sime Darby Rent-A-Car Malaysia 100.0 100.0 1 Vehicles rental
Sdn Bhd
Performance Motors Limited Singapore 100.0 100.0 2 Motor vehicles
dealership
Performance Premium Singapore 60.0 60.0 2 Retailer, wholesaler and
Selection Limited exporter of used cars
Sime Darby Motor Holdings Singapore 100.0 100.0 2 Investment holding
Limited and provision of
management and
auxiliary services
Sime Darby Services Private Singapore 100.0 100.0 2 Vehicle rental
Limited
Sime Singapore Limited Singapore 100.0 100.0 2 Investment holding
Vantage Automotive Limited Singapore 100.0 100.0 2 Motor vehicles
dealership
Changsha Bow Yue Vehicle China 100.0 100.0 2 Retail of motor vehicles
Services Co Ltd and related spare parts
and provision of after-
sales services
Sime Darby Berhad | Annual Report 2013
338
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Motors – Subsidiaries (continued)
Chengdu Bow Yue Vehicle China 100.0 100.0 2 Retail of motor vehicles
Co Ltd and related spare
parts, provision of
after-sales services and
investment holding
Guangdong Deda Bow Ma China 65.0 65.0 2 Retail of related spare
Motor Service Co Ltd parts and provision of
after-sales services for
motor vehicles
Guangzhou Bow Yue Vehicle China 100.0 100.0 2 )
Trading Co Ltd ) Retail of motor vehicles
Hainan Bao Yue Vehicle China 100.0 100.0 2 ) and related spare parts
Trading Co Ltd )
Hainan Bow Yue Vehicles China 100.0 100.0 2 Provision of after-sales
Trading and Services services for motor
Limited vehicles
Hangzhou Sime Darby Motors China 60.0 60.0 2 Retail of motor vehicles
Sales and Services Co Ltd and related spare parts
and provision of after-
sales services
Hangzhou Sime Darby China 60.0 – 2 Wholesale, retail,
Trading Company Limited import and export
of vehicle parts
and accessories,
vehicles technology
consultancy services
and management
and investment
consultancy services
Shanghai Sime Darby Motor China 60.0 60.0 2 Retail of motor vehicles
Commerce Co Ltd and related spare
parts, provision of
after-sales services and
investment holding
Shanghai Sime Darby Motor China 60.0 60.0 2 Retail of motor vehicles
Sales and Services Company and related spare parts
Limited and provision of after-
sales services
Shantou Bow Yue Vehicle China 100.0 100.0 2 Retail of motor vehicles
Trading Co Ltd and related spare parts
Shantou Dehong Bow Ma China 60.0 60.0 2 Provision of after-sales
Motors Co Ltd services for motor
vehicles and retail of
related spare parts
Shenzhen Bow Chuang China 100.0 100.0 2 Retail of motor vehicles
Vehicle Trading Co Ltd and related spare parts
Sime Darby Berhad | Annual Report 2013
339
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Motors – Subsidiaries (continued)
Shenzhen Sime Darby Motor China 100.0 100.0 2 Retail of spare parts
Enterprises Co Ltd and provision of
after-sales services for
motor vehicles
Yunnan Bow Yue Vehicle China 65.0 65.0 2 )
Trading Co Ltd ) Retail of motor vehicles
and related spare parts
Yunnan Dekai Bow Ma China 65.0 65.0 3 ) and provision of after-
Motors Technology & ) sales services
Service Co Ltd )
Auto Technology Engineering Hong Kong 100.0 100.0 2 Distribution of spare
Company Limited SAR parts and provision of
after-sales services
AutoFrance Hong Kong Hong Kong 100.0 100.0 2 Distribution and retail
Limited SAR of motor vehicles
BMW Concessionaires (HK) Hong Kong 100.0 100.0 2 Distribution and retail
Limited SAR of motor vehicles,
provision of after-
sales services and
investment holding
Bow Ma Motors (South China) Hong Kong 100.0 100.0 2 Investment holding
Limited SAR
Goodwood Motors Limited Hong Kong 100.0 100.0 2 )
SAR ) Distribution and retail
Island Motors Limited Hong Kong 100.0 100.0 2 ) of motor vehicles
SAR )
Marksworth Limited Hong Kong 100.0 100.0 2 Investment holding
SAR
Sime Darby Management Hong Kong 100.0 100.0 2 Provision of
Services Limited SAR management services
and property holding
Sime Darby Motor Group Hong Kong 100.0 100.0 2 )
(HK) Limited SAR )
Investment holding
Sime Darby Motor Group Hong Kong 100.0 100.0 2 )
(PRC) Limited SAR )
Sime Darby Motor Service Hong Kong 100.0 100.0 2 Holder of Car Testing
Centre Limited SAR Centre License
Sime Darby Motor Services Hong Kong 100.0 100.0 2 Distribution and retail
Limited SAR of motor vehicles and
provision of after-sales
services
Universal Cars (Importers) Hong Kong 100.0 100.0 2 )
Limited SAR ) Distribution and retail
Universal Cars Limited Hong Kong 100.0 100.0 2 ) of motor vehicles
SAR )
Sime Darby Berhad | Annual Report 2013
340
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Motors – Subsidiaries (continued)
BMW Concessionaires Macau SAR 100.0 100.0 2 )
(Macau) Limited ) Retail of motor vehicles
and provision of after-
Harper Engineering (Macau) Macau SAR 100.0 100.0 2 ) sales services
Limited )
Sime Darby Automobiles Australia 100.0 100.0 2 Distribution of motor
Pty Ltd vehicles
Sime Darby Fleet Services Australia 100.0 100.0 2 Vehicle rental and
Pty Ltd related mechanical
services
Sime Darby Motors Group Australia 100.0 100.0 2 Provision of
(Australia) Pty Limited management services
and investment
holding
Sime Darby Motors Retail Australia 100.0 – 2 Retail of motor vehicles
(Australia) Pty Limited and provision of after-
sales services
Sime Darby Motors Australia 100.0 100.0 2 Distribution of motor
Wholesale Australia Pty vehicles
Limited (formerly known
as Sime Darby SsangYong
(Australia) Pty Limited)
Sime Darby Hong Kong Group Bermuda 100.0 100.0 5 Investment holding
Company Limited
Continental Car Services New Zealand 100.0 100.0 2 Retail of new and
Limited used passenger cars
and light commercial
vehicles, spare parts
and accessories and
the provision of related
services
Hino Distributors NZ Limited New Zealand 100.0 100.0 2 Distribution and retail
of trucks
Infinity Automotive Limited New Zealand 100.0 100.0 2 Retail of new and
used passenger cars
and light commercial
vehicles, spare parts
and accessories and
the provision of related
services
Motor Truck Distributors (NZ) New Zealand 100.0 100.0 2 Distribution and retail
Limited of trucks and buses
North Shore Motor Holdings New Zealand 100.0 100.0 2 Retail of new and used
Limited passenger cars, spare
parts and accessories
and the provision of
related services
Sime Darby Berhad | Annual Report 2013
341
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Motors – Subsidiaries (continued)
Sime Darby Automobiles NZ New Zealand 100.0 100.0 2 Distribution of motor
Limited vehicles and spare
parts
Sime Darby Commercial (NZ) New Zealand 100.0 100.0 2 )
Limited (formerly known as )
Truck Investments Limited) ) Investment holding
Sime Darby Motor Group (NZ) New Zealand 100.0 100.0 2 )
Limited )
Truck Stops (NZ) Limited New Zealand 100.0 100.0 2 Provision of spare parts
and services for
medium and heavy
trucks, and repair
and servicing of truck
trailers
UD Truck Distributors (NZ) New Zealand 100.0 100.0 2 Distribution and retail
Limited of diesel trucks, spare
parts and accessories
and the provision of
related services
Performance Motors Thailand 100.0 100.0 2 Motor dealership
(Thailand) Limited
Sime Darby (Thailand) Thailand 100.0 100.0 2 Investment holding
Limited and provision of
management and
auxiliary services
Sime Darby Mazda (Thailand) Thailand 100.0 100.0 2 )
Limited )
Sime Darby Vantage Thailand 100.0 100.0 2 ) Motor dealership
(Thailand) Limited (formerly )
known as Sime Darby Mitsu )
(Thailand) Limited) )
Viking Motors Limited Thailand 100.0 100.0 2 Leasing of properties

Motors – Associates
BMW Malaysia Sdn Bhd Malaysia 49.0* 49.0* 3 Sale and distribution
of motor vehicles and
motorcycles
Sime Kansai Paints Sdn Bhd Malaysia 40.0 40.0 3 Manufacturing,
selling and marketing
of automotive and
industrial paints
Munich Automobiles Pte Ltd Singapore 40.0 40.0 3 Sale and distribution
of motor vehicles and
after-sales service
BMW Financial Services Hong Hong Kong 49.0 49.0 3 Provision of financing
Kong Limited SAR and hire purchase
facilities
Sime Darby Berhad | Annual Report 2013
342
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Energy & Utilities – Subsidiaries
Chubb Malaysia Sendirian Malaysia 100.0 70.0 1 Manufacturing,
Berhad marketing, installation,
rental and servicing of
security products
Malaysian Oriental Holdings Malaysia 100.0 100.0 1 Investment holding
Berhad
Mecomb Malaysia Sdn Malaysia 100.0 100.0 1 System integration,
Berhad marketing and
installation of
advanced electronic
and electro-
mechanical equipment,
instruments and
systems
Port Dickson Power Berhad Malaysia 75.0 75.0 1 Independent power
producer
Sime Darby Energy Sdn Bhd Malaysia 100.0 100.0 1 Investment holding and
provision of operating
and maintenance
services to an
independent power
producer
Sime Darby Engineering Malaysia 100.0 100.0 1 Engineering,
Sdn Bhd procurement,
fabrication,
construction,
installation, hook-up
and commissioning
works relating to oil
and gas industry
Sime Darby Offshore Malaysia 100.0 100.0 1 Systems integration and
Engineering Sdn Bhd marketing of products
and services in oil and
gas/petrochemical
industry
Sime Darby Petroleum Sdn Bhd Malaysia 100.0 100.0 1 Exploration of oil and
gas
Sime Darby Utilities Sdn Bhd Malaysia 100.0 100.0 1 )
Sime Darby Water Resources Malaysia 100.0 100.0 1 ) Investment holding
Sdn Bhd )
Sime Engineering Sdn Bhd Malaysia 100.0 100.0 1 Engineering and
project management
services and land
based construction
work
Sime Darby Berhad | Annual Report 2013
343
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Energy & Utilities – Subsidiaries (continued)
Sime Surveillance Sdn Bhd Malaysia 100.0 100.0 1 Provision of security
services
Sime-SIRIM Technologies Malaysia – 50.0 1 Establishing and
Sdn Bhd operating commercial
laboratories
and provision
of calibration,
measurement and
other related services
Mecomb Singapore Limited Singapore 100.0 100.0 2 Manufacture and
installation of
industrial equipment
and the import and
sale of technical,
nautical and scientific
instruments and
mechanical, electrical
and electronic
equipment
Sime Darby Energy Pte Ltd Singapore 100.0 100.0 2 Investment holding
Jining Sime Darby Guozhuang China 70.0 70.0 2 )
Port Co Ltd )
Jining Sime Darby Longgong China 70.0 70.0 2 ) Operation of port
Port Co Ltd )
Jining Sime Darby Port Co Ltd China 70.0 70.0 2 )
Jining Sime Darby Taiping China 70.0 70.0 2 Operation of port and
Port Co Ltd warehousing
Weifang Binhai Haiwei China 50.8 24.7 2 Dredging of ports and
Dredging Project Co Ltd channels, fencing and
filling of foundation,
leasing of vessels and
related facilities
Weifang Sime Darby General China 99.9 – 3 Port construction,
Terminal Co Ltd management and
operation
Weifang Sime Darby Liquid China 99.9 – 3 Construction,
Terminal Co Ltd management and
operation of liquid
terminal
Weifang Sime Darby Port China 99.0 99.0 2 Operation of port
Co Ltd
Weifang Sime Darby Water China 100.0 100.0 2 Treatment and supply
Management Co Ltd of water
(formerly known as Weifang
Sime Darby Water Co Ltd)
Sime Darby Berhad | Annual Report 2013
344
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Energy & Utilities – Subsidiaries (continued)
Weifang Sime Darby West China 99.9 – 3 Port construction,
Port Co Ltd management and
operation
Weifang Wei Gang Dredging China 99.5 48.5 3 Provision of dredging
Project Co Ltd and marine services,
land reclamation works
and related services
Weifang Wei Gang Tugboat China 99.5 48.5 3 Provision of tugboat
Services Co Ltd pilot services and
related services
Sime Darby Marine (Hong Hong Kong 100.0 100.0 2 )
Kong) Private Limited SAR )
Investment holding
Sime Darby Overseas (HK) Hong Kong 100.0 100.0 2 )
Limited SAR )
Mecomb (Thailand) Limited Thailand 100.0 100.0 2 Sale of electrical and
mechanical equipment
components and
instruments
Sime Darby LCP Power Co Thailand 100.0 100.0 2 Independent power
Limited producer
Sime Darby O&M (Thailand) Thailand 100.0 100.0 2 Operation and
Co Ltd maintenance services
to power plants
Sime Darby Power Co Ltd Thailand 100.0 100.0 2 Independent power
producer

Energy & Utilities – Jointly controlled entities


Halani Sime Offshore (L) Inc Malaysia – 50.0 1 Owning and leasing of
marine vessel and all
related activities
Malaysia – China Hydro Joint Malaysia 35.7 35.7 1 Engineering,
Venture procurement and
construction work
Weifang Wei Gang Shipyard Malaysia 48.5 48.5 3 Provision of ship repair,
Co Ltd ship building and
related services

Energy & Utilities – Associates


Mustang Sime Darby Sdn Bhd Malaysia – 40.0 1 Provision of project
management,
procurement and other
consultancy services
Chubb Singapore Private Singapore 30.0 30.0 2 Marketing of security
Limited and fire protection
products and services
Sime Darby Berhad | Annual Report 2013
345
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Others – Subsidiaries
Sime Darby Allied Products Malaysia 100.0 100.0 1 Investment holding
Berhad
Sime Darby Global Berhad Malaysia 100.0 – 1 Special purpose vehicle
for the issue of multi-
currency Islamic
securities programme
Sime Darby Global Services Malaysia 100.0 100.0 1 Provision of support
Centre Sdn Bhd services to group
companies
Sime Darby Holdings Berhad Malaysia 100.0 100.0 1 Investment holding,
marketing of and
agents for commodities
and provision of
management services
to group companies
Sime Darby Insurance Pte Ltd Malaysia 100.0 100.0 1 Onshore and offshore
captive insurer
Sime Darby Lockton Malaysia 60.0 60.0 1 Insurance and
Insurance Brokers Sdn Bhd reinsurance brokers,
insurance advisory and
consultancy services
Sime Darby Malaysia Berhad Malaysia 100.0 100.0 1 Investment holding and
holding of trademarks
Sime Darby Packaging Malaysia 100.0 70.0 1 Property investment
Sdn Bhd (formerly known as and management
Sime Rengo Packaging (M)
Sdn Bhd)
Sime Darby Technologies Malaysia 100.0 100.0 1 )
Holdings Pte Ltd )
Sime Darby Ventures Sdn Bhd Malaysia 100.0 100.0 1 ) Investment holding
Tractors Malaysia Holdings Malaysia 100.0 100.0 1 )
Berhad )
Yayasan Sime Darby Malaysia @ @ 1 Receive and administer
funds to award
scholarships or loans
for educational
purposes, undertake
sports, environmental
conservation and
sustainability
projects; and other
related activities for
the benefit of the
community
Sime Darby Berhad | Annual Report 2013
346
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Others – Subsidiaries (continued)
Sime Darby Eastern Singapore 100.0 100.0 2 Investment holding
International Limited
Sime Darby Insurance Brokers Singapore 100.0 100.0 2 Insurance brokers
(Singapore) Pte Ltd
Sime Darby Investments Pte Singapore 100.0 100.0 2 )
Ltd )
Sime Darby Management Singapore 100.0 100.0 2 )
Services (Singapore) Private ) Investment holding
Limited )
Sime Darby Singapore Singapore 100.0 100.0 2 )
Limited )
Sime Darby (China) Enterprise China 100.0 100.0 2 Provision of services
Management Company to group companies
Limited established in China
Sime Darby Far East (1991) Hong Kong 100.0 100.0 2 Investment holding
Limited SAR
Sime Darby Hongkong Hong Kong 100.0 100.0 2 Investment holding and
Finance Limited SAR provision of intra-
group financial
services
Sime Darby Hong Kong Hong Kong 100.0 100.0 2 Investment holding
Limited SAR
Sime Darby Insurance Brokers Hong Kong 100.0 100.0 2 Insurance brokers
(Hong Kong) SAR
Sime Darby Managing Agency Hong Kong 100.0 100.0 2 Insurance agency
(Hong Kong) Limited SAR
Sime Darby Investments (BVI) British Virgin 100.0 100.0 5 Investment holding
Limited Islands
Sime Darby Berhad | Annual Report 2013
347
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are active as at 30 June 2013 are as follows: (continued)

Group’s effective
Country of interest (%)
Name of company Auditors Principal activities
incorporation
2013 2012
Others – Jointly controlled entities
Ara Damansara Medical Malaysia 50.0 100.0 1 )
Centre Sdn Bhd (formerly )
known as Sime Darby ) Operation of
Medical Centre Ara ) healthcare facilities
Damansara Sdn Bhd) ) and provision of
ParkCity Medical Centre Malaysia 50.0 100.0 1 ) related healthcare
Sdn Bhd (formerly known as ) services
Sime Darby Medical Centre )
ParkCity Sdn Bhd) )
Ramsay Sime Darby Health Malaysia 50.0 – 1 Investment holding
Care Sdn Bhd (formerly
known as Sime Darby Global
Healthcare Sdn Bhd)
Sime Darby Healthcare Malaysia 50.0 100.0 1 Operating healthcare
Educational Services education
Sdn Bhd
Sime Darby Healthcare Sdn Bhd Malaysia 50.0 100.0 1 Investment holding and
provision of healthcare
management and
consultancy services
Sime Darby Mediplex Sdn Malaysia 50.0 100.0 1 Operating a healthcare
Bhd (formerly known as related employment
Sime Darby Healthcare Staff agency services
Agency Sdn Bhd)
Subang Jaya Medical Centre Malaysia 50.0 100.0 1 ) Operation of
Sdn Bhd (formerly known as ) healthcare facilities
Sime Darby Medical Centre ) and provision of
Subang Jaya Sdn Bhd) ) related healthcare
PT Affinity Health Indonesia Indonesia 46.0 – 2 ) services
Affinity Health Care Holdings Australia 50.0 – 3 Investment holding
Pty Limited

Others – Associates
Tesco Stores (Malaysia) Malaysia 30.0 30.0 1 Operation of retail
Sdn Bhd outlets
Union Sime Darby Thailand 49.0 49.0 2 Insurance brokers
(Thailand) Ltd
Sime Darby Berhad | Annual Report 2013
348
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are dormant/inactive as at 30 June 2013 are as follows:

Group’s effective
Country of interest (%)
Name of company Auditors
incorporation
2013 2012
Plantation – Subsidiaries
Derawan Sdn Bhd Malaysia 100.0 100.0 1
Kumpulan Jerai Sendirian Berhad Malaysia 100.0 100.0 1
Kumpulan Kamuning Sendirian Berhad Malaysia 100.0 100.0 1
Kumpulan Linggi Sendirian Berhad Malaysia 100.0 100.0 1
Kumpulan Sua Betong Sendirian Berhad Malaysia 100.0 100.0 1
Kumpulan Tebong Sendirian Berhad Malaysia 100.0 100.0 1
Kumpulan Temiang Sendirian Berhad Malaysia 100.0 100.0 1
Nature Ambience Sdn Bhd Malaysia 100.0 100.0 1
Sahua Enterprise Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Bioganic Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Fresh Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Genomics Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Green Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Livestock Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Pelita Julau Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Plantation (Peninsular) Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Turf Sdn Bhd Malaysia 100.0 100.0 1
Sincere Outlook Sdn Bhd Malaysia 100.0 100.0 1
PT Guthrie Abdinusa Industri Indonesia 70.0 70.0 2
PT Sime Darby Commodities Trading Indonesia 100.0 100.0 2
Golden Hope–Nhabe (Cambodia) Import & Cambodia 51.0 51.0 5
Export Co Ltd
Sime Darby Plantation Cameroon Ltd Cameroon 100.0 100.0 5
Sime Darby CleanerG BV Netherlands 100.0 100.0 2
Trolak Estates Limited Scotland 100.0 100.0 3
Sime Darby Edible Products Tanzania Limited Tanzania 100.0 100.0 5
Castlefield (Klang) Rubber Estates Plc United Kingdom 100.0 100.0 3
Dusun Durian Plantations Limited United Kingdom 100.0 100.0 3
Holyrood Rubber Plc United Kingdom 100.0 100.0 3
Hoscote Rubber Estate Limited United Kingdom 100.0 100.0 3
Kinta Kellas Rubber Estates Plc United Kingdom 100.0 100.0 3
Malaysian Estates Plc United Kingdom 100.0 100.0 3
Nalek Rubber Estate Limited United Kingdom 100.0 100.0 3
Sabah Plantations Limited United Kingdom 100.0 100.0 3
The Kuala Selangor Rubber Plc United Kingdom 100.0 100.0 3
The London Asiatic Rubber and Produce United Kingdom 100.0 100.0 3
Company Limited
The Pataling Rubber Estates Limited United Kingdom 100.0 100.0 3
The Straits Plantations Limited United Kingdom 100.0 100.0 3
The Sungei Bahru Rubber Estates Plc United Kingdom 100.0 100.0 3
Sime Darby Berhad | Annual Report 2013
349
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are dormant/inactive as at 30 June 2013 are as follows:
(continued)

Group’s effective
Country of interest (%)
Name of company Auditors
incorporation
2013 2012
Plantation – Jointly controlled entities
Emery Advanced Materials Sdn Bhd Malaysia 50.0 – 4
Emery Oleochemicals Marketing (M) Sdn Bhd Malaysia 50.0 50.0 3
Emeryoleo Specialties (M) Sdn Bhd Malaysia 50.0 50.0 3

Property – Subsidiaries
Puchong Quarry Sdn Bhd Malaysia 100.0 100.0 1
R&W Management Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Brunsfield Project Management Malaysia 60.0 60.0 1
Sdn Bhd
Sime Darby Brunsfield Property Management Malaysia 60.0 60.0 1
Sdn Bhd
Sime Darby Brunsfield Resort Sdn Bhd Malaysia 60.0 60.0 1
Sime Darby Brunsfield Taipan City Sdn Bhd Malaysia 60.0 60.0 1
Sime Darby Land (Johor) Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Property (USJ) Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Putra Heights Development Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby SJCC Development Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Property (Orange Grove) Pte Ltd Singapore 100.0 100.0 2
Xinjiang Sime Darby Property Co Ltd China 100.0 100.0 2
Green East Prime Ventures Inc Philippines 63.2 63.2 3

Property – Jointly controlled entities


PJ Midtown Development Sdn Bhd (formerly known Malaysia 30.0 30.0 1
as Sime Darby Brunsfield Darby Hills Sdn Bhd)
Sime Darby Brunsfield Properties Australia Pty Ltd Australia 50.0 50.0 3
Battersea Project Phase 1 Nominee Company Jersey 40.0 – 2
Limited
Battersea Project Phase 2 Company Limited Jersey 40.0 – 2
(formerly known as Battersea Project Phase 1
Holding Company)
Battersea Project Phase 3 Company Limited Jersey 40.0 – 2
(formerly known as Battersea Project RS1B
Management Company Limited)
Battersea Project Phase 1 Commercial Limited United Kingdom 40.0 – 2
Partnership

Property – Associates
Mostyn Development Sdn Bhd Malaysia 30.0 30.0 3
NSB Venture Holding Sdn Bhd Malaysia – 40.0 1
Siltown Realty Philippines Inc Philippines 39.5 39.5 3
Sime Darby Berhad | Annual Report 2013
350
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are dormant/inactive as at 30 June 2013 are as follows:
(continued)

Group’s effective
Country of interest (%)
Name of company Auditors
incorporation
2013 2012
Industrial – Subsidiaries
Associated Tractors Sendirian Berhad Malaysia 100.0 100.0 1
Tractors Malaysia Motor Holdings Sdn Bhd Malaysia 100.0 100.0 1
Tractors Machinery International Pte Ltd Singapore 100.0 100.0 2
Sime Darby Yangon Limited Myanmar 100.0 100.0 3

Motors – Subsidiaries
Associated Motor Industries Malaysia Sdn Bhd Malaysia 51.0 51.0 1
Sime Darby System Integrators Sdn Bhd Malaysia 99.9 99.9 1
Chengdu Bow Yue Used Cars Centre Company China 100.0 100.0 2
Limited
Chongqing Bow Chuang Motor Sales & Services China 100.0 100.0 2
Co Ltd
Nanjing Sime Darby Motors Sales & Services China 60.0 60.0 2
Company Limited
Tianjin Sime Winner Motors Trading Company China 60.0 60.0 2
Limited
AutoFrance China Limited Hong Kong SAR 100.0 100.0 2
Sime Darby Prestige Motors Company Limited Hong Kong SAR 100.0 100.0 2
Sime Darby Motors (Nissan China) Holdings Hong Kong SAR 100.0 100.0 2
Limited
Sime Winner Holdings Limited Hong Kong SAR 60.0 60.0 2
SimeWinner Nissan Autocrafts Limited Hong Kong SAR 60.0 60.0 2
Vermont International Limited Hong Kong SAR 60.0 60.0 2
Wallace Harper & Company Limited Hong Kong SAR 100.0 100.0 2
Warwick Motors Limited Hong Kong SAR 100.0 100.0 2
Continental Cars Limited New Zealand 100.0 100.0 2
ERF Man and Western Star (NZ) Limited New Zealand 100.0 100.0 2
Palmerston North Motors Wholesale Limited New Zealand 100.0 100.0 2
Sime Darby Auto Services Limited (formerly Thailand 100.0 100.0 2
known as Sime Darby Regent Motors Limited)

Energy & Utilities – Subsidiaries


Balui Hydro Sdn Bhd Malaysia 100.0 100.0 1
Malaysia-China Hydro Sdn Bhd Malaysia 100.0 100.0 1
Pesida Equipment Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Drilling Services Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Marine Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Power Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby T&I Sdn Bhd Malaysia 51.0 51.0 1
Sime Darby Water Resources (Perak) Sdn Bhd Malaysia 75.0 75.0 1
Sime Darby Water Resources (Selangor) Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Berhad | Annual Report 2013
351
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates which are dormant/inactive as at 30 June 2013 are as follows:
(continued)

Group’s effective
Country of interest (%)
Name of company Auditors
incorporation
2013 2012
Energy & Utilities – Jointly controlled entities
Sime Darby Marine Puteri Offshore I (L) Inc Malaysia 50.0 50.0 1
Sime Engineering Sdn Bhd – Edwards & Sons Malaysia 51.0 51.0 1
Joint Venture

Energy & Utilities – Associates


Guardfire (Malaysia) Sdn Bhd Malaysia 30.0 30.0 1
Sime Darby Almana WLL Qatar 49.0 49.0 4

Others – Subsidiaries
Golden Hope Plantations Berhad Malaysia 100.0 100.0 1
Guthrie Ropel Berhad Malaysia 100.0 100.0 1
Highlands & Lowlands Berhad Malaysia 100.0 100.0 1
Kumpulan Guthrie Berhad Malaysia 100.0 100.0 1
Kumpulan Sime Darby Berhad Malaysia 100.0 100.0 1
Mentakab Rubber Company (Malaya) Berhad Malaysia 100.0 100.0 1
Sime Darby NET Sdn Bhd Malaysia 100.0 100.0 1
Sime Darby Specialist Centre Megah Sdn Bhd Malaysia 100.0 100.0 1
Sime Engineering Services Berhad Malaysia 100.0 100.0 1
Sime UEP Properties Berhad Malaysia 100.0 100.0 1
SRIB (Far East) Pte Ltd Singapore 100.0 100.0 2
Xinjiang Sime Darby Heavy Equipment Co Ltd China 100.0 100.0 2
Sime Travel Holdings Limited Hong Kong SAR 100.0 100.0 2
East West Insurance Company Limited United Kingdom 81.0 81.0 2
Robt Bradfort & Co Ltd United Kingdom 100.0 100.0 2
Robt Bradfort Hobbs Savill Ltd United Kingdom 98.6 98.6 2

Others – Jointly controlled entitiy


RSDH Asia (Labuan) Sdn Bhd Malaysia 50.0 – 4
Sime Darby Berhad | Annual Report 2013
352
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)


Subsidiaries, jointly controlled entities and associates placed under members’ voluntary liquidation/deregistered
during the financial year are as follows:

Group’s effective
Country of interest (%)
Name of company Auditors
incorporation
2013 2012
Plantation – Subsidiaries
Perkhidmatan Komputer Perladangan Sdn Bhd Malaysia – 100.0 1
Sime Darby Biofuels Sdn Bhd Malaysia – 100.0 1
Sime Darby Plantation Academy Sdn Bhd Malaysia – 100.0 1

Plantation – Jointly controlled entity


Emery Oleochemicals Kimianika (M) Sdn Bhd Malaysia – 50.0 3

Property – Subsidiaries
GVR Construction Sdn Bhd Malaysia – 30.4 1
Pulau Carey Properties Sdn Bhd Malaysia – 100.0 1
Sime Darby Construction Sdn Bhd Malaysia – 100.0 1
Sime Darby Properties Landscaping Sdn Bhd Malaysia – 100.0 1
Sime Darby Property (Langkawi) Sdn Bhd Malaysia – 100.0 1
Solarvest Sdn Bhd Malaysia – 100.0 1
Tegas Setia Sdn Bhd Malaysia – 100.0 1

Property – Associate
Artesian Investments Pte Ltd Singapore – 49.0 2

Energy & Utilities – Jointly controlled entities


Sime Darby Marine Puteri Offshore II (L) Inc Malaysia – 50.0 1
Sime Darby Marine Puteri Offshore III (L) Inc Malaysia – 50.0 1

Others – Subsidiaries
Sime Darby Nominees Private Limited Singapore – 100.0 2
Sime Darby Property Investments Pte Ltd Singapore – 100.0 2
Guthrie Overseas Limited United Kingdom – 100.0 3
Guthrie Symington Limited United Kingdom – 100.0 3
Sime Darby Berhad | Annual Report 2013
353
FINANCIAL STATEMENTS

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

54. List of Subsidiaries, Jointly Controlled Entities and Associates (continued)

Notes:

1 – Subsidiaries, jointly controlled entities and associates which are audited by PricewaterhouseCoopers,
Malaysia

2 – Subsidiaries, jointly controlled entities and associates which are audited by member firms of
PricewaterhouseCoopers International Limited, which is a separate and independent legal entity
from PricewaterhouseCoopers, Malaysia

3 – Subsidiaries, jointly controlled entities and associates which are audited by firms other than member
firms of PricewaterhouseCoopers International Limited

4 – Auditors not appointed yet

5 – No legal requirement to appoint auditors

* – Notwithstanding the Group holds more than 20% equity interest, the cost of investment in BMW
Malaysia Sdn Bhd has been classified as available-for-sale investments (and not associate) due to the
restricted influence pursuant to the shareholders’ agreement

@ – Yayasan Sime Darby is a company without share capital, limited by guarantee

55. Comparatives
The comparatives of the Group’s results and cash flows for the financial year ended 30 June 2012 have been restated
following the re-presentation of the Healthcare business under discontinued operations (see Note 13).

56. Approval of Financial Statements


The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on
24 September 2013.
Sime Darby Berhad | Annual Report 2013
354
SUPPLEMENTARY INFORMATION

Notes to the Financial Statements


For the financial year ended 30 June 2013 (continued)
Amounts in RM million unless otherwise stated

57. Supplementary Information


The breakdowns of realised and unrealised retained profits set out below of the Group and Company as at 30
June 2013 have been prepared pursuant to the directive issued by Bursa Malaysia Securities Berhad and have
been prepared in accordance with the Guidance on Special Matter No. 1 (GSM1), Determination of Realised and
Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing
Requirements, as issued by the Malaysian Institute of Accountants.

Group Company
2013 2012 2013 2012

Total retained profits of the Company and its


subsidiaries
- realised 22,470.6 20,899.6 4,014.3 4,269.5
- unrealised 5,597.8 5,656.7 (50.2) (92.1)
28,068.4 26,556.3 3,964.1 4,177.4

Total share of retained profits from jointly


controlled entities
- realised 34.5 38.6 – –
- unrealised (10.1) (21.2) – –
24.4 17.4 – –

Total share of retained profits from associates


- realised 311.4 261.3 – –
- unrealised (3.8) (17.5) – –
307.6 243.8 – –

Less: consolidation adjustments (11,638.3) (11,762.1) – –


Total retained profits 16,762.1 15,055.4 3,964.1 4,177.4

In arriving at the unrealised profits, the following which are deemed in the GSM1 as unrealised, are included:
a. credits or charges relating to the recognition of deferred tax;
b. cumulative net gains (but not net losses) from the remeasurement of assets or liabilities at fair value through
profit or loss;
c. provision of liabilities in respect of present obligations where resources are only consumed upon settlement
of the obligation; and
d. translation gains or losses of monetary items denominated in a currency other than the functional currency.
Sime Darby Berhad | Annual Report 2013
355
FINANCIAL STATEMENTS
356 Sime Darby Berhad | Annual Report 2013

ANALYSIS OF
SHAREHOLDINGS
As at 19 September 2013

Authorised Share Capital : RM4,072,500,000.00 divided into 8,000,000,000 ordinary shares of RM0.50
each, 7,000,000,000 Series A redeemable convertible preference shares of
RM0.01 each and 25,000,000 Series B redeemable convertible preference shares
of RM0.10 each
Issued and Paid-up Share Capital : RM3,004,731,915.50 comprising 6,009,463,831 ordinary shares of RM0.50 each
Class of Shares : Ordinary shares of RM0.50 each
Voting Rights : One vote per ordinary share in the case of a poll and one vote per person on a
show of hand

No. of % of % of Issued
Size of Shareholdings Shareholders Shareholders No. of Shares Held Capital
Less than 100 2,070 7.10 66,279 0.00
100 to 1,000 7,596 26.04 5,223,246 0.09
1,001 to 10,000 14,242 48.82 50,382,039 0.84
10,001 to 100,000 4,223 14.48 122,250,756 2.03
100,001 to less than 5% of issued capital 1,037 3.55 2,268,607,145 37.75
5% and above of issued capital 3 0.01 3,562,934,366 59.29
Total 29,171 100.00 6,009,463,831 100.00

No. of % of % of Issued
Classification of Shareholders Shareholders Shareholders No. of Shares Held Capital
Individuals 22,486 77.08 150,291,242 2.50
Banks/Finance Companies 108 0.37 3,509,298,615 58.40
Investment Trusts/Foundations/Charities 19 0.07 3,454,723 0.06
Industrial and Commercial Companies 699 2.40 83,353,029 1.39
Government Agencies/Institutions 9 0.03 105,216,113 1.75
Nominees 5,849 20.05 2,157,751,275 35.90
Others 1 0.00 98,834 0.00
Total 29,171 100.00 6,009,463,831 100.00

Directors’ Interests as per the Register of Directors’ Shareholdings


No. of Shares Held
Name of Director Direct Interest Deemed Interest % of Issued Capital
In the Company
Ordinary shares of RM0.50 each
Ir Dr Muhamad Fuad Abdullah 1,060 Nil Negligible
Kuala Lumpur Golf & Country Club Berhad
Participatory interest Type of membership
Dato’ Abdul Ghani Othman Honorary
Tan Sri Samsudin Osman Honorary
Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin Honorary
Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Bugo Honorary
Tan Sri Datuk Dr Yusof Basiran Honorary
Tan Sri Dato’ Mohd Bakke Salleh Honorary
Dato Sri Lim Haw Kuang Honorary
Dato’ Henry Sackville Barlow Honorary
Dato’ Azmi Mohd Ali Honorary
Ir Dr Muhamad Fuad Abdullah Honorary
Save as disclosed above, none of the Directors of the Company has any interest, direct or indirect, in the shares of the
Company or in shares, debentures or participatory interest made available by a related corporation.
Sime Darby Berhad | Annual Report 2013
357
ANALYSIS OF SHAREHOLDINGS

30 LARGEST SHAREHOLDERS AS PER THE RECORD OF DEPOSITORS

Name of Shareholder No. of Shares Held % of Issued Capital


1. AmanahRaya Trustees Berhad 2,115,768,004 35.21
Qualifier: Skim Amanah Saham Bumiputera
2. Citigroup Nominees (Tempatan) Sdn Bhd 789,067,753 13.13
Qualifier: Employees Provident Fund Board
3. Permodalan Nasional Berhad 658,098,609 10.95
4. Kumpulan Wang Persaraan (DIPERBADANKAN) 172,301,561 2.87
5. Cartaban Nominees (Asing) Sdn Bhd 125,299,947 2.08
Qualifier: SSBT Fund GB01 for Harbor International Fund
6. AmanahRaya Trustees Berhad 115,109,786 1.91
Qualifier: Amanah Saham Wawasan 2020
7. AmanahRaya Trustees Berhad 106,843,300 1.78
Qualifier: Amanah Saham Malaysia
8. Lembaga Tabung Haji 99,506,600 1.66
9. Cartaban Nominees (Asing) Sdn Bhd 83,901,342 1.40
Qualifier: Exempt AN for State Street Bank & Trust Company
(West CLT OD67)
10. AmanahRaya Trustees Berhad 65,000,000 1.08
Qualifier: AS 1Malaysia
11. HSBC Nominees (Asing) Sdn Bhd 64,661,913 1.08
Qualifier: BBH and Co Boston for Vanguard Emerging
Markets Stock Index Fund
12. Lembaga Kemajuan Tanah Persekutuan (FELDA) 58,949,426 0.98
13. Cartaban Nominees (Asing) Sdn Bhd 52,748,884 0.88
Qualifier: GIC Private Limited for Government of
Singapore (C)
14. Cartaban Nominees (Tempatan) Sdn Bhd 51,349,535 0.85
Qualifier: Exempt AN for Eastspring Investments Berhad
15. AmanahRaya Trustees Berhad 40,984,094 0.68
Qualifier: Amanah Saham Didik
16. Malaysia Nominees (Tempatan) Sendirian Berhad 38,434,400 0.64
Qualifier: Great Eastern Life Assurance (Malaysia) Berhad
(Par 1)
17. HSBC Nominees (Asing) Sdn Bhd 33,433,600 0.56
Qualifier: Exempt AN for JPMorgan Chase Bank, National
Association (Norges BK Lend)
18. HSBC Nominees (Asing) Sdn Bhd 31,501,029 0.52
Qualifier: Exempt AN for JPMorgan Chase Bank, National
Association (U.A.E.)
19. HSBC Nominees (Asing) Sdn Bhd 30,470,689 0.51
Qualifier: Exempt AN for JPMorgan Chase Bank, National
Association (U.S.A.)
20. Citigroup Nominees (Tempatan) Sdn Bhd 27,734,702 0.46
Qualifier: Employees Provident Fund Board (NOMURA)
21. Citigroup Nominees (Asing) Sdn Bhd 27,024,083 0.45
Qualifier: Exempt AN for OCBC Securities Private Limited
(Client A/C-NR)
22. HSBC Nominees (Asing) Sdn Bhd 24,337,561 0.40
Qualifier: Exempt AN for the Bank of New York Mellon
(Mellon ACCT)
23. AmanahRaya Trustees Berhad 21,387,216 0.36
Qualifier: Public Islamic Dividend Fund
Sime Darby Berhad | Annual Report 2013
358
ANALYSIS OF SHAREHOLDINGS

Name of Shareholder No. of Shares Held % of Issued Capital


24. Citigroup Nominees (Tempatan) Sdn Bhd 20,747,222 0.35
Qualifier: Exempt AN for AIA Bhd
25. HSBC Nominees (Asing) Sdn Bhd 19,774,000 0.33
Qualifier: Exempt AN for J.P. Morgan Bank Luxembourg S.A.
26. Lembaga Tabung Angkatan Tentera 18,231,400 0.30
27. Citigroup Nominees (Asing) Sdn Bhd 16,746,596 0.28
Qualifier: Legal & General Assurance
(Pensions Management) Limited (A/C 1125250001)
28. AmanahRaya Trustees Berhad 15,818,000 0.26
Qualifier: Public Islamic Select Enterprises Fund
29. HSBC Nominees (Asing) Sdn Bhd 15,698,301 0.26
Qualifier: TNTC for Saudi Arabian Monetary Agency
30. Maybank Nominees (Tempatan) Sdn Bhd 14,350,000 0.24
Qualifier: Maybank Trustees Berhad for Public Ittikal Fund
(N14011970240)
Total 4,955,279,553 82.46

Substantial Shareholders as per the Register of Substantial Shareholders

No. of Shares
No. of Shares Held % of Issued Held (Indirect/ % of Issued
Name of Substantial Shareholder (Direct Interest) Capital Deemed Interest) Capital
1. AmanahRaya Trustees Berhad 2,112,268,004 35.15 - -
-Skim Amanah Saham Bumiputera
2. Employees Provident Fund Board 785,248,153 13.07 56,638,802 0.94
3. Permodalan Nasional Berhad 661,098,609 11.00 - -
4. Yayasan Pelaburan Bumiputra - - 661,098,609 1
11.00

1 Deemed interest by virtue of its interest in Permodalan Nasional Berhad pursuant to Section 6A of the Companies Act, 1965
Sime Darby Berhad | Annual Report 2013 359

ADDITIONAL PROFIT GUARANTEE


There was no profit guarantee given by the Company

COMPLIANCE
during the financial year ended 30 June 2013.

MATERIAL CONTRACTS INVOLVING INTERESTS OF

INFORMATION DIRECTORS AND MAJOR SHAREHOLDERS


Save as disclosed below, there were no material
contracts entered into by the Company and
its subsidiaries involving Directors’ and Major
In compliance with the Main Market Listing Shareholders’ interests since the end of the previous
Requirements of Bursa Malaysia Securities Berhad, the financial year:
following information is provided:
1. Joint Venture in relation to the Acquisition of the
UTILISATION OF PROCEEDS RAISED FROM Battersea Power Station Site in London, United
CORPORATE PROPOSALS Kingdom
The Company had on 11 January 2013 through its wholly On 4 July 2012, Sime Darby Berhad (SDB or the
owned subsidiary, Sime Darby Global Berhad, established Company), S P Setia Berhad (S P Setia) and Kwasa
a Multi-Currency Sukuk Programme (Programme) with Global (Jersey) Limited (Kwasa Jersey), a wholly
a programme limit of up to USD1,500,000,000 (or its owned company of the Employees Provident
equivalent in other currencies). The proceeds raised Fund Board (EPF), entered into a Subscription
from the issuance of Sukuk under the Programme are and Shareholders’ Agreement together with the
utilised to finance the Sime Darby Berhad (SDB or the following parties to regulate their participation
Company) Group’s capital expenditure/investments, in a joint venture on a 40:40:20 basis, in relation
working capital requirements and general corporate to the acquisition of the Battersea Power Station
purposes, and also to refinance debt obligations as Site in London, United Kingdom (Property), for a
appropriate. consideration of GBP400 million (approximately
RM1,972 million) (JV):
On 22 January 2013, Sime Darby Global Berhad
successfully priced its first issuance of USD800.0 million i. Sime Darby Property (Hong Kong) Limited, an
Sukuk under the Programme. The Sukuk was issued in indirect wholly owned subsidiary of SDB;
two tranches of USD400.0 million each at a 5-year ii. Setia International Limited, a wholly owned
tenure and a 10-year tenure, respectively. subsidiary of S P Setia;
iii. Kwasa Global Development Limited, a wholly
SHARE BUY-BACK owned company of Kwasa Jersey; and
iv. Battersea Project Holding Company Limited
The Company did not propose any share buy-back (JVCo).
during the financial year ended 30 June 2013.
JVCo was incorporated in Jersey on 22 June 2012 as
OPTIONS OR CONVERTIBLE SECURITIES the joint venture vehicle for the purpose of investing
in Battersea Project Land Company Limited, a
There were no options or convertible securities issued by
company incorporated in Jersey to acquire the
the Company during the financial year ended 30 June 2013.
Property (Project), and any of the subsidiaries or
entities established by the JVCo to implement the
DEPOSITORY RECEIPT PROGRAMME
Project.
The Company did not sponsor any depository receipt
programme during the financial year ended 30 June 2013. The Company’s portion of the subscription and
any other future capital contribution to the JVCo
will be funded via internally generated funds of
MATERIAL SANCTIONS AND/OR PENALTIES
the Company and its subsidiaries and/or external
There were no material sanctions and/or penalties borrowings.
imposed on the Company, its subsidiaries, Directors or
Management by the relevant regulatory bodies during Save as disclosed below, none of the Directors,
the financial year ended 30 June 2013. Major Shareholders of the Company and/or persons
connected to them has any interest, direct or
NON-AUDIT FEES indirect, in the JV:
The amount of non-audit fees incurred for services Permodalan Nasional Berhad (PNB) is a Major
rendered to the Group and Company by its external Shareholder of the Company with 10.2% of direct
auditors, Messrs PricewaterhouseCoopers, and their shareholding as at 25 June 2012. In addition, PNB is
affiliated companies for the financial year ended also a Major Shareholder of S P Setia. Accordingly,
30 June 2013 amounted to RM8.1 million and PNB is deemed interested in the JV.
RM0.03 million respectively. Yayasan Pelaburan Bumiputra (YPB) is a Major
Shareholder of the Company with 10.2% of indirect
VARIATION IN RESULTS shareholding through PNB as at 25 June 2012. In
There were no profit estimation, forecasts or projections addition, YPB is also a Major Shareholder of S P Setia
made or released by the Company during the financial through its indirect shareholding. Accordingly, YPB
year ended 30 June 2013. is deemed interested in the JV.
Sime Darby Berhad | Annual Report 2013
360
ADDITIONAL COMPLIANCE INFORMATION

AmanahRaya Trustees Berhad – Skim Amanah Saham Save as disclosed below, none of the Directors and/
Bumiputera (AmanahRaya) is a Major Shareholder or Major Shareholders of SDB or SDBH or SDAD
of the Company with 37.3% of direct shareholding and/or persons connected to them has any interest,
as at 25 June 2012. In addition, AmanahRaya is direct or indirect, in the Sale:
also a Major Shareholder of S P Setia. Accordingly, i. Dato’ Dr Ir Gan Thian Leong, a Director of
AmanahRaya is deemed interested in the JV. SDBH, is also a Major Shareholder of SDBH and
EPF is a Major Shareholder of the Company with BOSSB;
10.7% of direct shareholding and 1.3% of indirect ii. Encik Mohamad Hassan Zakaria is a Director
shareholding as at 25 June 2012. In addition, EPF is and a Major Shareholder of SDBH and BOSSB;
also a party to the JV and is a substantial shareholder and
of S P Setia as at 25 June 2012. Accordingly, EPF is iii. Encik Gan Tien Chie, a Director of BOSSB, is the
interested in the JV. brother of Dato’ Dr Ir Gan Thian Leong.

Tan Sri Dato’ Sri Hamad Kama Piah Che Othman is 3. Awarding of Tender for the Construction of a Ten
a Non-Independent Non-Executive Director and (10)-Storey Commercial Building on Lot PT 4955,
Deputy Chairman of the Company, and Chairman Taman Melawati, Seksyen 1, Mukim Setapak,
and Non-Independent Non-Executive Director of Daerah Gombak, Selangor Darul Ehsan
Sime Darby Property Berhad. He is a representative
Sime Darby Property Berhad (SDPB), a wholly
of PNB on the Board of the Company. He is also the
owned subsidiary of Sime Darby Berhad (SDB),
President & Group Chief Executive and a Director of
had on 15 May 2013 awarded a contract to Zecon
PNB.
Berhad to construct a ten (10)-storey commercial
Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin building on Lot PT 4955, Taman Melawati, Seksyen
is a Non-Independent Non-Executive Director of 1, Mukim Setapak, Daerah Gombak, Selangor Darul
the Company and S P Setia, and a representative of Ehsan, at a total contract sum of RM82,970,279.31.
PNB on the Board of the Company. He resigned as a
Based on the recommendation of the Quantity
Director of PNB on 9 April 2012.
Surveyor Consultant and the members of the
Tan Sri Datuk Dr Yusof Basiran is a Non-Independent Property Divisional Tender Committee 2 of
Non-Executive Director of the Company and a SDPB, the contract was awarded to the lowest
representative of PNB on the Board of the Company. tenderer, Zecon Berhad, at a total contract sum of
RM82,970,279.31 with a completion period of 28
Dato’ Azmi Mohd Ali is a Non-Independent
months.
Non-Executive Director of the Company and a
representative of PNB on the Board of the Company. Save as disclosed below, none of the Directors
and/or Major Shareholders of SDB or SDPB and/or
Datuk Zaiton Mohd Hassan is a Non-Independent
persons connected to them have any interest, direct
Non-Executive Director of the Company and a
or indirect, in the tender:
representative of PNB on the Board of the Company.
Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid
Tan Sri Samsudin Osman is a Non-Independent
Bugo, a Director of SDB and SDPB, is also a Director
Non-Executive Director of the Company and a
and a shareholder of Zecon Berhad through his
representative of EPF on the Board of the Company.
direct equity interest of 3.79% in Zecon Berhad as
He is also the Chairman and a Director of EPF.
at 15 May 2013.
2. Sale of Fifteen (15) Units of Centre Piazza Double
4. Sale of One (1) Block of Twelve (12)-Storey
Storey Kiosk with Center Stage and Water Features
Commercial Office Building known as Block H, Oasis
Pool (Kiosks) and a Retail Mall consisting of Sixty
Square
One (61) Units of Retail Shops over Two (2) Levels
(Oasis Retail Mall) Sime Darby Ara Damansara Development Sdn
Bhd (SDAD) and Sime Darby Brunsfield Holding
On 14 September 2012, Sime Darby Ara Damansara
Sdn Bhd (SDBH), the indirect subsidiaries of
Development Sdn Bhd (SDAD), an indirect wholly
Sime Darby Berhad (SDB), had on 15 May 2013
owned subsidiary of Sime Darby Berhad (SDB), and
entered into a Sale and Purchase Agreement
Sime Darby Brunsfield Holding Sdn Bhd (SDBH), an
(SPA) with Brunsfield Oasis Tower Sdn Bhd
indirect subsidiary of SDB, entered into seventeen
(BOTSB) for the sale of one Block of twelve
(17) separate Sale and Purchase Agreements (SPA)
(12)-storey commercial office building known as
with Brunsfield Oasis Square Sdn Bhd (BOSSB) for
Block H, Oasis Square by SDBH to BOTSB, at a total
the sale of the Kiosks and the Oasis Retail Mall by
cash consideration of RM124,500,000.00 (Sale).
SDBH to BOSSB, at a total cash consideration of
RM82,535,297.00 (Sale). SDBH is principally involved in property
development activities and the transaction
SDBH is principally involved in property
comprised in the SPA was in the ordinary course of
development activities and the transactions
business of SDBH. The proceeds from the Sale will
comprised in the SPAs were in the ordinary course
be used for the working capital requirements of
of business of SDBH. The proceeds from the sale
SDBH.
will be used for the working capital requirements of
SDBH.
Sime Darby Berhad | Annual Report 2013
361
ADDITIONAL COMPLIANCE INFORMATION

Save as disclosed below, none of the Directors and/ The RRPT Mandate is valid until the conclusion of the
or Major Shareholders of SDB or SDBH or SDAD and/ forthcoming Seventh AGM of the Company to be held
or persons connected to them have any interest, on 21 November 2013.
direct or indirect, in the Sale:
The Company proposes to seek a renewal of the
Encik Mohamad Hassan Zakaria is a Director and a existing RRPT Mandate and a new RRPT Mandate at its
Major Shareholder of SDBH and BOTSB. forthcoming Seventh AGM. The renewal of the existing
RRPT Mandate and the new RRPT Mandate, if approved
CONTRACTS RELATING TO LOANS by the shareholders, will be valid until the conclusion of
There were no contracts relating to loans by the the Company’s next AGM. Details of the RRPT Mandate
Company involving Directors’ and Major Shareholders’ being sought is provided in the Circular to Shareholders
interests during the financial year ended 30 June 2013. dated 30 October 2013 sent together with the Annual
Report.
RECURRENT RELATED PARTY TRANSACTIONS OF A Pursuant to paragraph 10.09(2)(b) and paragraph
REVENUE OR TRADING NATURE 3.1.5 of Practice Note 12 of the Main Market Listing
At the Sixth Annual General Meeting (AGM) held on Requirements of Bursa Malaysia Securities Berhad,
8 November 2012, Sime Darby Berhad (SDB or the details of the recurrent related party transactions of
Company) had obtained a general mandate from its a revenue or trading nature entered into during the
shareholders for recurrent related party transactions financial year ended 30 June 2013 by the subsidiaries of
of a revenue or trading nature, to be entered into by SDB are as follows:
the Company and/or its subsidiaries (RRPT Mandate).

Value of
Transaction
Company Transacting Party Nature of Transaction Related Party RM’million
Sime Darby Plantation Chemical Company of Purchase of chemicals Interested Directors 138.1
Sdn Bhd and its Malaysia Berhad and its and fertilisers by Sime
Tan Sri Dato’ Sri Hamad
subsidiary, namely following subsidiaries: Darby Plantation and
Kama Piah Che Othman1
PT Minamas Gemilang • CCM Agri-Max Sdn Bhd Group from CCM and
• CCM Fertilizers Sdn Bhd Group Dato’ Azmi Mohd Ali1
(Sime Darby Plantation
• CCM Chemicals Sdn Bhd Interested Major
and Group)
• PT CCM Agripharma Shareholder
(CCM and Group) Permodalan Nasional
Berhad2
Subsidiaries of Sime Brunsfield Engineering Building Contract for Interested Directors and 144.3
Darby Brunsfield Sdn Bhd the design and build Major Shareholders
Holding Sdn Bhd as well as certain
Dato’ Dr Ir Gan Thian
(SDBH), namely Sime service provider
Leong3
Darby Brunsfield components of
Damansara Sdn Bhd and SDBH’s property Encik Mohamad Hassan
Sime Darby Brunsfield development projects Zakaria4
Resort Sdn Bhd
TOTAL 282.4

Notes:
1
Tan Sri Dato’ Sri Hamad Kama Piah Che Othman and Dato’ Azmi Mohd Ali are Directors of Chemical Company of
Malaysia Berhad (CCM) and SDB.
2
Permodalan Nasional Berhad, a Major Shareholder of SDB, is also a Major Shareholder of CCM by holding 71.35%
direct interest in CCM as at 30 June 2013.
3
Dato’ Dr Ir Gan Thian Leong is a Director and deemed Major Shareholder of Sime Darby Brunsfield Holding Sdn Bhd
(SDBH), holding an effective interest of 19.2% in SDBH by virtue of his effective interest of 48% shareholding in
Brunsfield Metropolitan Sdn Bhd (BMSB), a Major Shareholder of SDBH pursuant to Section 6A of the Companies
Act, 1965. He also holds an effective interest of 43.2% in Brunsfield Engineering Sdn Bhd (BESB).
4
Encik Mohamad Hassan Zakaria is a Director and deemed Major Shareholder of SDBH, holding an effective interest
of 20.8% in SDBH by virtue of his effective interest of 52% shareholding in BMSB, a Major Shareholder of SDBH
pursuant to Section 6A of the Companies Act, 1965. He also holds an effective interest of 41.6% in BESB.
362 Sime Darby Berhad | Annual Report 2013

United
Kingdom
Germany
Canada The
Netherlands

United States
of America

Liberia

South
Africa
Sime Darby Berhad | Annual Report 2013 363

South
China Korea Japan

Macau
Taiwan
Hong Kong

Thailand
India
Vietnam

Malaysia
Brunei
Maldives

Singapore Papua
New Guinea
Indonesia

Christmas
Island Solomon Islands

Australia New Caledonia

New Zealand

Global Business Presence


Countries with Sime Darby operations
364 Sime Darby Berhad | Annual Report 2013

PROPERTIES OF THE GROUP


Land Age of Net book
area Year of building value
Location Tenure (Hectares) Acquisition (Years)+ Description (RM million)

PLANTATION PROPERTIES
UPSTREAM

Malaysia

Kedah Darul Aman


Anak Kulim, Bukit Hijau, Freehold 18,908 1978-2006 9 Oil palm estates, 340.2
Bukit Selarong, Jentayu, seeds centre
Padang Buluh, Somme, facility and a palm
Sungai Dingin oil mill

Perak Darul Ridzuan


Bagan Datoh, Bagan Serai, Freehold 37,615 1978-2001 5-17 Oil palm 759.0
Bikam, Chersonese, estates, 5 palm oil
Cluny, Elphil, Flemington, mills, a research
Holyrood, Kalumpong, centre and a pink
Kamuning, Kinta Kellas, guava farm
Sabrang, Selaba, Seri Intan,
Sogomana, Sungei Samak,
Sungei Wangi, Tali Ayer
Chersonese, Cluny, Leasehold 5,223 1978-1990 – Oil palm estates 33.5
Kalumpong, Kamuning, expiring
Kinta Kellas, Sogomana, 2013 -2897
Sungai Samak, Sungei
Wangi, Tali Ayer

Pahang Darul Makmur


Bukit Puteri, Chenor, Jabor, Freehold 9,338 1985-1990 1-18 Oil palm estates and 96.7
Kerdau, Mentakab, Sungai a palm oil mill
Mai
Bukit Puteri, Chenor, Jentar, Leasehold 10,621 1985-1990 1-19 Oil palm estates and 191.2
Kerdau, Sungai Mai expiring 2 palm oil mills
2016 -2086

Selangor Darul Ehsan


Banting, Bukit Cheraka, Freehold 37,978 1978-2005 1-21 Oil palm estates, 764.4
Bukit Kerayong, Bukit 6 palm oil mills,
Lagong, Bukit Rajah, Bukit rat bait factory,
Rotan, Bukit Talang, Dusun laboratories,
Durian, East Carey Island, research centres,
Elmina, Sabak Bernam, warehouse and a
Sepang, Sungai Buloh, training centre
Tennamaram, West Carey
Island
East Carey Island, Port Leasehold 294 1978-1990 1-38 Oil palm estates and 30.5
Klang, Sungai Buloh, expiring a bulking plant
Tennamaram 2013-2109
Sime Darby Berhad | Annual Report 2013
365
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years)+ Description (RM million)

PLANTATION PROPERTIES (continued)


UPSTREAM (continued)

Malaysia (continued)

Negeri Sembilan Darul Khusus


Ampar Tenang, Bradwall, Freehold 40,991 1978-1991 2-21 Oil palm estates, 590.3
Bukit Pelandok, Bukit Pilah, rubber estates,
Kok Foh, Labu, Muar River, 4 palm oil mills
New Labu, P.D. Lukut, and a research
Pertang, Rantau, Salak, laboratory
Sengkang, Siliau, Sungai
Gemas, Sungai Sabaling, St
Helier, Sua Betong, Sungai
Baru, Sungai Senarut,
Tampin Linggi, Tanah
Merah
Kok Foh, Muar River, Sungai Leasehold 3,203 1982-1993 – Oil palm estates 43.3
Baru, Sungai Senarut expiring
2027- 2908

Melaka
Bukit Asahan, Diamond Freehold 17,333 1978-1992 7-18 Oil palm estates, 216.6
Jubilee, Kempas, rubber estates and
Kemuning, Pagoh, Serkam 2 palm oil mills
Bukit Asahan, Diamond Leasehold 470 1982-1992 – Oil palm estates 8.5
Jubilee, Kempas, expiring
Kemuning, Serkam, 2025-2071

Johor Darul Takzim


Batu Anam, Bukit Badak, Freehold 50,885 1978-2008 1-20 Oil palm estates, 962.0
Bukit Benut, Bukit Paloh, rubber estates,
Cenas, CEP Nyior, CEP 8 palm oil mills,
Renggam, Cha’ah, Gunung research centre and
Mas, Hadapan, Kempas 2 rubber factories
Klebang, Kulai, Lambak,
Lanadron, Layang, New
Pagoh, Nordanal, North
Labis, Pekan, Pengkalan
Bukit, Sembrong, Seri
Pulai, Sungai Simpang Kiri,
Tangkah, Tun Dr. Ismail,
Ulu Remis, Welch, Yong
Peng
Cenas, CEP Nyior, Cha’ah, Leasehold 15,566 1978-1991 – Oil palm estates and 160.7
Lanadron, Layang, Pekan, expiring rubber estates
Sembrong, Sungai Simpang 2013-2918
Kiri, Ulu Remis
Sime Darby Berhad | Annual Report 2013
366
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years)+ Description (RM million)

PLANTATION PROPERTIES (continued)


UPSTREAM (continued)

Malaysia (continued)

Sabah
Binuang, Giram, Imam, Jeleta Leasehold 53,839 1978-1990 0-28 Oil palm estates, 878.4
Bumi, Kunak, Melalap, expiring 6 palm oil mills, a
Merotai, Mostyn, Sandakan 2038-2940 bulking plant and
Bay, Sapong, Segaliud, research centre
Sentosa, Sungang, Table,
Tiger, Tigowis, Tingkayu,
Tun Tan Siew Sin, Tunku

Sarawak
Bayu, Belian, Chartquest, Leasehold 47,331 1990-2005 1-19 Oil palm estates and 816.3
Damai, Derawan, Dulang, expiring 4 palm oil mills
Kelida, Lavang, Paroh, 2025-2060
Pekaka, Rajawali, Rasan,
Ruai, Sahua, Samudera,
Semarak, Takau

Plantation Properties - Upstream Malaysia 349,595 5,891.6

Indonesia

Kalimantan - West
Awatan, Beturus, East, Leasehold 59,721 1996-2013 1-16 Oil palm estates, 225.4
Kelampai, Lembiru, expiring 3 palm oil mills and
Pelanjau, Mas 1 – 4, Sei 2030-2035 a bulking plant
Mawang, Sungai Putih,
West

Kalimantan - Central
Baras Danum, Batang Garing, Leasehold 39,117 2001-2008 1-15 Oil palm estates, 333.7
Hatan Tiring, Kawan Batu, expiring 3 palm oil mills and
Kuala Kuayan, Pemantang, 2033-2034 a bulking plant
Sapiri, Sekunyir, Seruyan,
Sukamandang

Kalimantan - South
Angsana, Bakau, Bebunga, Leasehold 86,921 2001-2012 1-17 Oil palm estates, 877.4
Betung, Binturung, Gunung expiring 8 palm oil mills,
Aru, Gunung Kemasan, 2022-2039 2 bulking plants
Gunung Sari, Lanting, and a refinery
Laut Timur, Matalok,
Mustika, Pantai Bonati,
Pantai Timur, Pondok Labu,
Rampa, Randi, Rantau,
Sangkoh, Sekayu, Selabak,
Sesulung, Sungai Cengal

Sulawesi - Central
Ungkaya Leasehold 8,303 2001-2011 1-19 Oil palm estate, a 42.0
expiring palm oil mill and a
2024 bulking plant
Sime Darby Berhad | Annual Report 2013
367
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years)+ Description (RM million)

PLANTATION PROPERTIES (continued)


UPSTREAM (continued)

Indonesia (continued)

Sumatera - Jambi
Panjang Leasehold 4,000 2001-2005 8 Oil palm estate 32.9
expiring and a palm oil mill
2038

Sumatera - South
Bumi Ayu, Bukit Pinang, Leasehold 23,182 1995-2013 1-14 Oil palm estates and 212.5
Karang Ringin, Mangun expiring 2 palm oil mills
Jaya, Napal, Rantau 2033-2034
Panjang, Sungai Jernih,
Sungai Pinang
Bangka Belitung Leasehold 10,000 2012 – Rubber land 18.9
expiring
2035

Sumatera - East Aceh


Batang Ara, Blang Simpo Leasehold 8,813 2001-2008 3-31 Oil palm estates and 65.3
1 & 2, Tamiang expiring 2 palm oil mills
2022-2037

Sumatera - Riau
Alur Damai, Aneka Persada, Leasehold 54,888 2001 1-17 Oil palm estates, 473.6
Mandah, Menggala 1 – 3, expiring 5 palm oil mills and
Nusa Lestari, Nusa Persada, 2031-2036 a research centre
Pinang Sebatang, Rotan
Semelur, Teluk Bakau,
Teluk Siak

Plantation Properties - Upstream


Indonesia 294,945 2,281.7

Liberia
Bomi, Bong 1 & 2, Grand Leasehold 220,000 2010-2013 – Rubber and oil palm 158.9
Cape Mount, Gbarpolu, expiring estates
Lofa 2072

Plantation Properties - Upstream 864,540 8,332.2

DOWNSTREAM AND OTHERS

Malaysia

Selangor Darul Ehsan


North Port Edible Oil Leasehold 12 2005-2008 5 Refinery and 118.4
Refinery Complex, Teluk expiring biodiesel plant
Panglima Garang 2100-2106

Negeri Sembilan Darul Khusus


Senawang New Industrial Freehold * 2011 19 Food processing 0.7
Park, Seremban centre

* Less than one hectare


Sime Darby Berhad | Annual Report 2013
368
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years)+ Description (RM million)

DOWNSTREAM AND OTHERS (continued)

Malaysia (continued)

Johor Darul Takzim


Pasir Gudang Leasehold 6 1974-1980 38 Refinery 9.5
expiring
2035-2043

Sarawak
Kawasan Perindustrian Leasehold 14 2002 1-7 Refinery 30.1
Kidurong, Bintulu expiring
2072

Plantation Properties
- Downstream and Others Malaysia 32 158.7

Overseas

Singapore
Boon Lay Road Leasehold 3 1970 42 Refinery and office 6.3
expiring building
2014-2029

Thailand
Sukhumvit Road, Bangkok Freehold 3 1991-2011 7-25 Refinery and office 47.0
building

Vietnam
Ho Chi Minh City Freehold 3 1992 20 Refinery 2.0

China
Rizhao Province Leasehold 13 2011 2 Bulking facilities 60.5
expiring
2059

Netherlands
Lindtsedijk, Zwijndrecht Freehold 6 2002 1-83 Refinery, biodiesel 162.3
plant and a
research centre

South Africa
Boksburg Leasehold 2 2004 3 Refinery 0.2
expiring
2015

Plantation Properties
- Downstream and Others Overseas 30 278.3

Plantation Properties - Downstream and


Others 62 437.0

* Less than one hectare


Sime Darby Berhad | Annual Report 2013
369
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years)+ Description (RM million)

GENERAL

Malaysia

Selangor Darul Ehsan


Plantation Tower, Oasis, Freehold 2 2012 1 Office complex 220.3
Ara Damansara
Telok Panglima Garang Freehold 1 2009 – Industrial land 3.4

Indonesia
The Plaza Office Tower Lt 36, Leasehold – 2004-2008 1-8 3-floors of a 4.8
Jakarta expiring 45-storey office
2033 building

Plantation Properties - General 3 228.5

Total Plantation Properties 864,605 8,997.7

+ The age of building is in respect of the office building, mills, and bulking plant
Sime Darby Berhad | Annual Report 2013
370
PROPERTIES OF THE GROUP

Remaining Net book


land area Year of value
Location Tenure (Hectares) Acquisition Description (RM million)

DEVELOPMENT PROPERTIES

Malaysia

Kedah Darul Aman


Jerai, Bukit Selarong, Taman Sg. Freehold 439 2007 Land held for property 36.6
Dingin development

Selangor Darul Ehsan


Bandar Bukit Raja, Kapar, Klang Freehold 1,142 2008 Township development 51.1
Bukit Lagong and Lagong Mas, Freehold 629 2009 Land held for property 37.2
Rawang development
Bukit Subang 1, Shah Alam Freehold 1 2008 Residential 2.6
development
Elmina Estate, Sungai Buloh Freehold 635 2007 Land held for property 37.2
development
Glengowrie, Jalan Acob, Freehold 661 2008 Land held for property 18.4
New Lunderston and Semenyih development
Melawati Development, Freehold 76 1978 Township development 39.0
Hulu Kelang
Sungai Kapar Indah, Klang Freehold 3 1990 Commercial land 2.5
Subang Jaya City Centre, Freehold 8 1995-2011 Mixed development 70.2
Subang Jaya
Taman Subang Ria Leasehold 29 2007 Development land 3.4
expiring 2087

Kuala Lumpur
KLGCC, Bukit Kiara Leasehold 22 2010 Land held for property 425.5
expiring 2111 development

Negeri Sembilan Darul Khusus


Hamilton, New Labu, and Freehold 224 2008 Property development 21.5
Sungai Sekah, Nilai
Labu, Rasah, Sua Betong, Freehold 395 1995-2012 Land held for property 28.8
Taman Sengkang development
Rasah, Seremban Leasehold 3 1995 Land held for property 0.3
expiring 2065 development
Nilai Impian / Utama, Nilai Freehold 390 1992-1996 Enterprise Park 37.3

Johor Darul Takzim


Taman Pasir Putih, Pasir Gudang Freehold 8 2008 Property development 1.6
Lanadron Estate, Muar Leasehold 1,212 1994 Land held for property 36.2
expiring 2111 development

Sabah
Imam and Mostyn Estate, Tawau Leasehold 16 2006 Land held for property 0.3
expiring development
2050-2058

Development Properties - Malaysia 5,893 849.7

Overseas

United Kingdom
Bognor Regis Freehold 18 1994 Land held for property 0.6
development

Total Development Properties 5,911 850.3


Sime Darby Berhad | Annual Report 2013
371
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years) Description (RM million)

INVESTMENT AND HOSPITALITY PROPERTIES

Malaysia

Kedah Darul Aman


Harvard Golf & Freehold 1,559 2008-2012 15-17 Golf course, club 26.6
Country Club and house and hotel
Hotel, Bedong

Pulau Pinang
Penang House Freehold * 2007 92 Holiday bungalow 2.0

Pahang Darul Makmur


Genting View Freehold 22 1999-2007 18-22 Hotel resort and 18.9
Resort, Genting apartments
Highlands
Frasers’ Hill Leasehold 2 2007 27-84 Holiday bungalow 0.8
Bungalow, Raub expiring
2026-2082
Golden Hope Villa, Leasehold * 2007 26 Holiday bungalow 0.3
Cameron Highlands expiring
2075

Selangor Darul Ehsan


Block F and G Oasis, Freehold * 2012 2 10-floor office 243.9
Ara Damansara, building and
Petaling Jaya 2-storey carpark
Bayuemas Oval Freehold 18 2007 6-9 Cricket club and 31.2
and Akademi lawn bowl
Tunku Jaafar, Kota stadium
Bayuemas
Impian Golf & Freehold 60 2007-2009 18 18-hole golf course 57.4
Country Club, and resort
Kajang
Kompleks Sime Freehold 10 1992 21 4 1/2-storey office 16.1
Darby, Jalan building
Kewajipan
Sime Darby Pavillion, Freehold * 2007 6 3-storey office 14.4
Shah Alam building
Jalan Astaka, Shah Freehold * 2005 8 6 units shoplots 3.8
Alam
Subang Avenue, Freehold – 2009 3 Shopping complex 87.6
Subang Jaya
Tropika Paradise, Freehold – 2012 13 Apartments 0.9
Subang Jaya
Wisma Zuellig, Jalan Leasehold 1 2000 20 Office building 15.9
Bersatu, Petaling expiring
Jaya 2059
Wisma LJT, Pusat Freehold – 1993-2007 6-16 7-floor office 7.3
Bandar Melawati building and
2-storey carpark

* Less than one hectare


Sime Darby Berhad | Annual Report 2013
372
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years) Description (RM million)

INVESTMENT AND HOSPITALITY PROPERTIES (continued)

Malaysia (continued)

Kuala Lumpur
Kuala Lumpur Leasehold 114 2010 3-20 Two 18-hole 287.3
Golf & Country expiring golf courses and
Club, Bukit Kiara 2111 clubhouse
Mahsuri and Freehold 3 2008 27 Apartments 0.1
Puteri Apartment,
Setiawangsa
Sime Darby Leasehold 4 2006 8 Convention centre 151.5
Convention Centre, expiring
Bukit Kiara 2090
Wisma Guthrie, Freehold * 2007 27 4-storey office 9.1
Jalan Gelenggang, building
Damansara Heights

Negeri Sembilan Darul Khusus


KLIA Staff Quarters Freehold 3 2008 14 Club house, 2.6
and Commercial commercial
Complex, Port complex, holiday
Dickson bungalows and
commercial land
Sri Bayu, Sri Fajar, Freehold 2 2007 19-55 Holiday bungalows 1.5
Sri Menyinsing,
Sinaran Selat, Port
Dickson
Sri Fajar and Sinaran Leasehold * 2007 19-55 Holiday bungalows 0.6
Selat, Port Dickson expiring
2072

Melaka
Hotel Equatorial, Leasehold * 1998 15 5-star 22-storey 85.3
Bandar Hilir expiring international
2072-2075 business hotel

Investment and Hospitality


Properties – Malaysia 1,798 1,065.1

Overseas

Singapore
Sime Darby Centre, Freehold 1 1984 28 5-storey 122.0
Dunearn Road commercial
building
Darby Park Executive Leasehold * 1992-1993 20 75-units luxury 67.2
Suites, Orange expiring apartments
Grove Road 2092
Orion, Orange Grove Freehold – 2008 5 2 apartments 9.8
Road
Sime Darby Business Leasehold * 1991 20 5-storey light 55.5
Centre, Alexandra expiring industrial
Road 2055 building

* Less than one hectare


Sime Darby Berhad | Annual Report 2013
373
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years) Description (RM million)

INVESTMENT AND HOSPITALITY PROPERTIES (continued)

Overseas (continued)

Singapore (continued)
Sime Darby Centre, Leasehold * 1984 – Commercial land 11.9
Dunearn Road expiring
2878
Sime Darby Leasehold * 2002 7 8-storey light 19.4
Enterprise Centre, expiring industrial
Jalan Kilang 2061 building

Vietnam
Rangdong Orange Leasehold * 1995 16 69 units 8.2
Court, Le Quy Don, expiring luxury serviced
Vung Tau 2030 apartments

United Kingdom
Dundee Street, Freehold – 2010 18 Office building 49.1
Edinburgh
Widdowson Freehold 1 1994 32 Land and industrial 0.1
Building, Bognor building
Regis
St Johns Wood Leasehold – 1996-2009 94-105 2 units residential 3.6
Court, Wynnstay expiring apartments
Gardens 2109-2966

Australia
Darby Park Serviced Freehold 1 2003 9 8 units serviced 3.5
Residences, apartment
Margeret River,
Western Australia
Darby Park Serviced Freehold * 2001 19 Serviced 1.6
Residences apartment
Subiaco, Western
Australia
Edgewater Place, Freehold * 2009 3 Residential 14.1
Serenity Shores, properties
Queensland
Karri Valley Freehold 116 2000 26 Chalet and 10.2
Resort,Vasse lakeside
Highway, residential units
Pemberton,
Western Australia

Investment and Hospitality


Properties - Overseas 119 376.2

Total Investment and Hospitality


Properties 1,917 1,441.3

* Less than one hectare


Sime Darby Berhad | Annual Report 2013
374
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years) Description (RM million)

INDUSTRIAL PROPERTIES

Malaysia

Perak Darul Ridzuan


Jalan Lahat, Bukit Leasehold 3 1982-1996 33 2-storey office 0.5
Merah, Ipoh expiring building, factory,
2036-2056 workshop and
warehouse

Pulau Pinang
Reef Apartment, Freehold – 1989 24 2 apartments 0.1
Batu Ferringhi

Pahang Darul Makmur


Semambu Industrial Leasehold 3 1982 33 2 blocks of 0.4
Estate, Kuantan expiring single-storey
2041 office building
with detached
factory,
workshop and
warehouse

Selangor Darul Ehsan


Kompleks Freehold 14 1993 15 5-storey 67.7
Kejuruteraan, Jalan commercial
Puchong, Taman office, training
Perindustrian centre, workshop
Puchong Utama, and warehouse
Puchong

Johor Darul Takzim


Senai Kulai, Johor Freehold 1 2003 – Vacant land 2.0
Bahru
Jalan Gangsa, Pasir Leasehold 4 1982 33 2-storey office 0.5
Gudang Industrial expiring building, factory
Estate 2038 and building
storage

Sabah
Marina Court, Freehold – 2006 7 Apartment 0.3
Kota Kinabalu
Jalan Apas, Tawau, Leasehold 4 1982 33 2-storey office 1.7
Jalan Labuk, expiring building,
Sandakan, Tuaran 2025-2925 training centres,
Road, Kota workshop and
Kinabalu warehouse

Sarawak
Jalan Piasau, Miri, Leasehold 4 1982-1986 13-33 Office buildings 6.6
Kidurong Light expiring detached
Industrial Estate, 2028-2060 with factory,
Bintulu, Lorong workshop and
Then Kung Suk, warehouse
Sibu

Industrial Properties – Malaysia 33 79.8


Sime Darby Berhad | Annual Report 2013
375
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years) Description (RM million)

INDUSTRIAL PROPERTIES (continued)

Overseas

Singapore
Benoi Sector Leasehold 7 2004 42 3-storey office 16.2
expiring building,
2032 warehouse and
workshop

Brunei
Beribi Industrial Leasehold – 2003 10 Office, service 0.1
Estate, Bandar Seri expiring centre and
Begawan 2019 warehouse

China
Nanchang Town, Leasehold 1 2008-2009 3 3-storey office 7.1
Jiang Xi,China expiring building,
2059 warehouse and
workshop
Shunde, Foshan, Leasehold 2 1996-2011 3-16 2 blocks of 12.8
Guangdong expiring 4-storey and
2045 2-storey office
buildings,
warehouse and
workshop
Urumqi, Xinjiang Leasehold 4 2010-2012 1 Office building, 16.5
expiring warehouse and
2052-2061 workshop
Ji Mei District, Leasehold 1 2012 – Industrial land 2.0
Xiamen, Fujian expiring
2062
Changsha Economic Leasehold 2 2013 – Industrial land 7.4
Technological expiring
Development Area, 2063
Changsha

Hong Kong
Yuen Long Industrial Leasehold 2 1993-1995 19 2-storey office 9.3
Estate expiring building,
2047 warehouse and
workshop

Australia
Alice Springs and Freehold 6 1992-2003 9-46 Single-storey 12.5
Darwin Facility, office buildings,
Northern Territory warehouse and
workshops
Archer Drive, Freehold 13 1992-1996 16-39 Single-storey 8.7
Alstonia Drive, commercial
Buckland Street, offices and staff
Emerald Facility, hostels
Queensland
Archerfield Freehold 17 1992-2012 67 Single-storey 147.3
Facility, Kerry commercial
Road, Archerfield, office,
Queensland warehouse and
workshops
Sime Darby Berhad | Annual Report 2013
376
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years) Description (RM million)

INDUSTRIAL PROPERTIES (continued)

Overseas (continued)

Australia (continued)
Bellrick Street, Freehold 1 2009 4 2-storey 24.8
Acacia Ridge commercial
office, training
facilities and
workshop
Cairns Facility, Freehold/ 1 1992-2008 33 Single-storey 16.7
Corner Kenny Perpetual commercial
St & Fearnley lease office, workshop
St, Comport St, and warehouse
Portsmith, Cairns,
Queensland
Fairfield Road, Leasehold 2 2011 27-32 8-storey 2.0
Queensland expiring commercial
2014 office and
warehouse
Gladstone Facility, Leasehold 6 2006 7 Single-storey 0.5
Gladstone, Gove expiring commercial
Facility, Traeger 2014 offices,
Close, Gove, workshop and
Northern Territory warehouse
Hundred of Bagot, Leasehold 2 2011 – Vacant land 9.8
Darwin, Northern expiring
Territory 2014
Kimberley Street, Freehold 1 2010 3 2 blocks of 17.8
Richlands, Brisbane 2-storey and
single-storey
office buildings,
warehouse and
workshop
Mackay Facility, Freehold 2 1995-2011 3-16 2-storey 60.4
Commercial commercial
Avenue, Mackay, office, training
Queensland facilities,
workshop and
warehouse
Mackay Facility, Freehold 8 2007-2008 5 2-storey 128.6
Farrellys Lane, commercial
Queensland office, training
facilities,
workshop and
warehouse
Mackay Facility Freehold/ 3 1992 27 2-storey 26.3
Cnr Connors Rd Perpetual commercial
& Commercial lease office, training
Avenue Paget, facilities,
Mackay, workshop and
Queensland warehouse
Mt Isa Facility 5, Freehold 5 1992-2011 35 Single-storey 21.3
8-9 Kolongo commercial
Crescent office, workshop
Kalkadoon, Mt Isa, and warehouse
Queensland
Sime Darby Berhad | Annual Report 2013
377
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years) Description (RM million)

INDUSTRIAL PROPERTIES (continued)

Overseas (continued)

Australia (continued)
Rockhampton Freehold 35 1992 39 13 blocks of 68.2
Facility, Port single-storey
Curtis Road, commercial
Rockhampton, office, workshop
Queensland and warehouse
Salmet Building, Freehold 3 2008-2012 5 Single-storey 59.9
Beaudesert Road, commercial
Acacia Ridge, office, workshop
Queensland and warehouse
Southgate Drive, Freehold 1 2011 3-9 2-storey and 17.2
Paget, Queensland single-storey
commercial
offices, wash
bays, workshop
and warehouse
Toowoomba Facility, Freehold 4 1992 41 Single-storey 29.6
Carrington Road, commercial
Torrington, offices,
Queensland workshop and
warehouse
Townsville Facility, Freehold 2 1992 39 2-storey 25.1
Corner Woolcock commercial
St Blakey & offices,
St Garbutt, workshop and
Townsville, warehouse
Queensland
Richardson Road, Leasehold 2 2012 31 Training facility, 1.1
St Parkhurst, expiring office and
Rockhampton, 2015 workshop
Queensland
Fienta Place Darra, Leasehold * 2012 17 Warehouse 0.5
Queensland expiring
2015
Bowhill Road, Freehold 21 2012 – Industrial land 58.1
Willawong,
Queensland

New Caledonia
Canala, Kouaoua Freehold 2 2000-2004 19 Commercial 0.1
office, workshop
and warehouse
and residential
dwelling
Lot 1 & 2 Freehold 2 2010 – Vacant land 14.6
Lotissement ZICO
II, Paita
Paagoumene, Freehold * 2012 2 Workshop and 0.1
Koumac warehouse

* Less than one hectare


Sime Darby Berhad | Annual Report 2013
378
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years) Description (RM million)

INDUSTRIAL PROPERTIES (continued)

Overseas (continued)

New Caledonia (continued)


Rue Gervolino, Leasehold * 2005-2007 6-8 Commercial 0.4
Nepoui expiring office, workshop
2017-2019 and warehouse

Papua New Guinea


Port Moresby Leasehold 5 1992-2010 21-61 2-storey and 33.8
Facility, Spring expiring single-storey
Garden Road, 2057-2094 office buildings,
Moresby, Lae sales service and
Facility, Cnr parts facility, and
Milford & Malaita staff hostels
St, Lae, Batch St,
Tabubil

Solomon Islands
Honiara Facility, Leasehold 3 1992 29 Office, industrial 0.2
Guadalcanal Island, expiring building,
Panatina Village, 2030-2049 warehouse and
Honiara 2-storey staff
hostels

Industrial Properties Overseas 166 857.0

Total Industrial Properties 199 936.8

MOTORS PROPERTIES

Malaysia

Kedah Darul Ehsan


Padang Meha, Kulim Freehold 78 2004 16 Assembly plant 74.0

Selangor Darul Ehsan


Jalan Pelukis U1/46, Freehold * 2006 10 3-storey office 12.0
Temasya Industrial building and
Park, Shah Alam showroom
Jalan Pemberita Freehold * 2004 12 3-storey semi 3.1
U1/49, Temasya detached light
Industrial Park, industrial office
Shah Alam building and
showroom

Kuala Lumpur
362, Jalan Tun Razak Freehold * 2010 6 4-storey BMW & 49.8
Mini 4S service
centre and
workshop

Sabah
Sedco Industrial Leasehold 2 2003 10 Single-storey 3.4
Estate, Jalan expiring showroom and
Limau Manis, Off 2034 service centre
Jalan Lintas, Kota
Kinabalu

Motors Properties - Malaysia 80 142.3

* Less than one hectare


Sime Darby Berhad | Annual Report 2013
379
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years) Description (RM million)

MOTORS PROPERTIES (continued)

Overseas

Singapore
303 Alexandra Road Leasehold 8 2005 5 6-storey BMW 127.1
expiring 4S showroom,
2047 service centre
and workshop
305 Alexandra Road Leasehold * 2002 7 6-storey 4S 89.7
expiring showroom,
2057 service centre for
Ford, Peugeot
and Land Rover
and workshop
Benoi Sector Leasehold 1 1983 29 Pre-delivery –
expiring inspection
2032 centre, workshop
and office
Kampung Arang Leasehold * 1982 44 2-storey 11.6
Road expiring service centre
2034 and workshop
Ubi Road 4 Leasehold * 1997 21 4-storey 3S 16.4
expiring showrooms,
2020 offices, pre-
delivery
inspection
centre, workshop
and rent to
external tenants

Thailand
Anusawaree, Leasehold 4 2002-2007 6-11 3S showroom, 18.0
Charan Sanit Wong expiring workshops and
Road, Charoen 2015-2025 offices for Mazda
Nakhon Road, and BMW
Ladkrabang Road,
Minburi, Paknam,
Phetkasem Road,
Saphansoong,
Srinakarin Road,
Suksawat Road

China
Dashiduan, Yingbin Leasehold * 1999 15 2-storey BMW 2.6
Road, Panyu, expiring 4S centre
Guangzhou 2032
Hai Yu Zhong Leasehold * 2000 18 2-storey BMW 2.1
Xian Road, Haikou expiring 4S centre
District, Hainan 2070

Tianshan Road, Leasehold * 2002 9 2-storey BMW 3.5


Shantou, expiring 4S centre
Guangdong 2022

* Less than one hectare


Sime Darby Berhad | Annual Report 2013
380
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years) Description (RM million)

MOTORS PROPERTIES (continued)

Overseas (continued)

China (continued)
Yue Liang Wan Leasehold * 2004 9 2-storey BMW 0.6
Road, Nanshan expiring 4S centre
District, Shenzhen 2014
DaGuang Nan Road, Leasehold 2 2004-2010 3-7 Single-storey and 1.8
Tianhe, expiring 2-storey BMW 4S
Guangyuang 2014-2023 centre
Expressway,
Xintang Town,
Guangzhou
Hongqiao land, Leasehold 2 2003-2010 3-10 2-storey and 14.4
East 3rd Ring, expiring 3-storey BMW 4S
Yanjiadi, Xiyuan 2023-2027 centre
Road, Yunnan
Jinke Nan Road, Leasehold 1 2008 2-4 7-storey BMW 72.2
Jin Niu District, expiring 4S showrooms,
Chengdu, Sichuan 2052 service centres
Province and workshops
Ma Que Ling Leasehold * 1994 18 8-storey BMW 14.5
Industry Zone, Shen expiring 4S showroom
Nan Road, Nan Shan 2022 service centre
District, Shenzhen
Nanhai Road, Haikou Leasehold 2 2004 7 2-storey BMW 9.8
Province, Hainan expiring 4S centre
2059
West of Houzishi Leasehold 2 2011 2 2-storey BMW 14.0
Bridge, Yue Lu expiring 4S centre
District, Changsha 2028

Hong Kong and Macau


2 - 4 Floor, Kailey Leasehold – 1989 22 3-floors of a 11.2
Industrial Centre, expiring 20-storey office
Fung Yip Street, 2047 building and
Chai Wan BMW service
centre
3 & 4 Floor, Topsail Leasehold – 1992 18 2-floors of a 50.3
Plaza, 11 on Sum expiring 16-storey office
Street, Shatin 2047 building and
service centre
Castle Peak Road, Leasehold * 1972 41 6-storey BMW 6.0
Tsuen Wan, New expiring and Mini 4S
Territory 2047 service centre
Matauwei Road, Leasehold * 1978 50 11-storey 17.0
Tokwawan, expiring service centre,
Kowloon 2035 showroom and
petrol filling
station
Oriental Centre Leasehold – 1993 37 2-floors of 5.4
67 – 71 Chatnam expiring an 18-storey
Road, Kowloon 2038 building with
BMW showroom
and service
centre

* Less than one hectare


Sime Darby Berhad | Annual Report 2013
381
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years) Description (RM million)

MOTORS PROPERTIES (continued)

Overseas (continued)

Hong Kong and Macau (continued)


3719D, 3719E, Leasehold 4 1984 107 5 agricultural 2.3
3719F6, 3719I & expiring lots divided
3723F, Yuen Long 2047 into 4 separate
plots of land
for pre-delivery
inspection/
commercial
repair/storage
120-158 Rua dos Leasehold * 1977 37 5 storey building 0.2
Pescadores, Macau expiring with BMW
2016 showroom and
service centre

Australia
Littlefield St, Freehold * 2007-2008 19-29 Single-storey 4.4
Orkney Rd offices,
workshop and
wash bay for
Corefleet

New Zealand
Great South Road, Freehold 5 1999-2008 1-48 2-storey BMW 28.6
Malden Street, workshop and
Maranui Avenue, a single-storey
Silverfield Volkswagen
workshop, office
and central parts
warehouse
Great South Road, Leasehold 16 1998-2005 12-52 Workshop, central 13.4
Maranui Avenue, expiring parts warehouse
2012-2026 and Volkswagen
workshop
and warranty
processing centre

Motors Properties Overseas 47 537.1

Total Motors Properties 127 679.4

* Less than one hectare


Sime Darby Berhad | Annual Report 2013
382
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years) Description (RM million)

ENERGY & UTILITIES PROPERTIES

Malaysia

Selangor Darul Ehsan


Jalan Kenyalang, Freehold * 2005 – Vacant homestead 0.1
Kuala Kubu Baru land
Jalan 225, Petaling Leasehold * 1983 31 Industrial land 1.7
Jaya expiring and building
2074
Jalan Tandang, Leasehold 15 1994 20-50 Industrial land 61.9
Petaling Jaya expiring and building
2065-2066

Negeri Sembilan Darul Khusus


Jalan Seremban, Freehold 22 2000 17 Power plant, 13.9
Port Dickson office building
and training
centre

Energy & Utilities


Properties - Malaysia 37 77.6

Overseas

Singapore
Jurong Pier Leasehold 2 1978 5 Workshop and 3.1
expiring office
2025

Thailand
Sukhumvit Road, Leasehold 9 2002-2006 6-12 Power plant and 11.7
Toong Sukhla, expiring office
Chonburi 2018

China
North of Yuejin Leasehold 22 2009-2011 2-14 City Port wharf, 11.7
Bridge, West expiring warehouse and
Station Road, 2058 office
Jining City,
Shandong Province
North of Yuejin Gou Leasehold 46 2009 4 North Port wharf 97.1
Bridge, Chang Gou expiring and office
Town, Rencheng 2059
District, Jining
City, Shandong
Province
Zoucheng Industrial Leasehold 12 2012-2013 – Land use rights 18.2
Park, Jining City, expiring and reservoir
Shandong Province 2059
500 Meters East of Leasehold 18 2009-2012 1-3 South Port wharf 46.9
Jiahe Village, expiring and office
Jining Shizhong 2059
District, Jining City
1 Binhai Economic Leasehold 32 2005-2011 2-11 Reservoir, water 74.8
Development expiring treatment
Zone, Shandong 2035-2060 plant and office
Province building

* Less than one hectare


Sime Darby Berhad | Annual Report 2013
383
PROPERTIES OF THE GROUP

Land Age of Net book


area Year of building value
Location Tenure (Hectares) Acquisition (Years) Description (RM million)

ENERGY & UTILITIES PROPERTIES (continued)

Overseas (continued)

China (continued)
Weifang City, Leasehold – 2005-2008 9 6 units of 1.7
Shandong Province expiring apartments
2055
Yanzi Town, Weifang Leasehold 324 2005-2013 0-8 Port, warehouse 619.9
Port, Shandong expiring and office
Province 2055

Energy & Utilities Properties


Overseas 465 885.1

Total Energy & Utilities Properties 502 962.7

OTHERS PROPERTIES

Malaysia

Selangor Darul Ehsan


Lot 2026, Jalan Freehold 4 1992 21 Industrial land 1.9
Kewajipan, Subang and building
Jaya

Negeri Sembilan Darul Khusus


Senawang Industrial Leasehold 2 2011 29 Industrial land 4.7
Estate, Seremban expiring and building
2074

Total Others - Malaysia 6 6.6

TOTAL GROUP PROPERTIES 873,267 13,874.8


------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SIME DARBY BERHAD (Company No. 752404-U)


(Incorporated in Malaysia)

FORM OF PROXY Number of ordinary shares held


-
CDS Account No.
-

I/We
(FULL NAME OF SHAREHOLDER AS PER NRIC/CERTIFICATE OF INCORPORATION IN CAPITAL LETTERS)

(NRIC/Passport/Company No. ) of
(ADDRESS)

(ADDRESS)

Tel. No. being a member/members of SIME DARBY BERHAD hereby appoint

(NRIC/Passport No. )
(FULL NAME OF PROXY AS PER NRIC IN CAPITAL LETTERS)

of
(ADDRESS)

*and/or (NRIC/Passport No. )


(FULL NAME OF PROXY AS PER NRIC IN CAPITAL LETTERS)

of
(ADDRESS)

or failing him/her, **the Chairman of the Meeting, as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Seventh Annual
General Meeting of the Company to be held at the Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur,
Malaysia, on Thursday, 21 November 2013 at 10.00 a.m. and at any adjournment thereof.

No. Agenda
1. To receive the Audited Financial Statements for the financial year ended 30 June 2013 together with the Reports of the Directors and the
Auditors thereon
Resolution For Against
2. To declare a final single tier dividend for the financial year ended 30 June 2013 1
3. To approve the annual remuneration for the Non-Executive Directors 2
4. To re-appoint Tan Sri Dato’ Dr Wan Mohd Zahid Mohd Noordin as Director pursuant to Section 3
129(6) of the Companies Act, 1965 (Act)
5 i. To re-elect Dato’ Abdul Ghani Othman who retires in accordance with Article 104 of the Articles of 4
Association of the Company
5 ii. To re-elect Tan Sri Dato’ Sri Dr Wan Abdul Aziz Wan Abdullah who retires in accordance with Article 5
104 of the Articles of Association of the Company
5 iii. To re-elect Ir Dr Muhamad Fuad Abdullah who retires in accordance with Article 104 of the Articles 6
of Association of the Company
6 i. To re-elect Tan Sri Dato’ Sri Hamad Kama Piah Che Othman who retires by rotation in accordance 7
with Article 99 of the Articles of Association of the Company
6 ii. To re-elect Tan Sri Datuk Dr Yusof Basiran who retires by rotation in accordance with Article 99 of the 8
Articles of Association of the Company
6 iii. To re-elect Datuk Zaiton Mohd Hassan who retires by rotation in accordance with Article 99 of the 9
Articles of Association of the Company
7. To re-appoint PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors 10
to fix their remuneration
8 i. To authorise the Directors to allot and issue shares pursuant to Section 132D of the Act 11
8 ii. To approve the Renewal of Shareholders’ Mandate for Existing Recurrent Related Party Transactions 12
and the New Shareholders’ Mandate for Additional Recurrent Related Party Transactions of a
Revenue or Trading Nature
8 iii. To approve the Performance-based Employee Share Scheme Grant to Muhammad Ali Nuruddin 13

My/Our proxy is to vote on the resolutions as indicated by an “X” in the appropriate space above. If no indication is given, my/our proxy shall vote or abstain
from voting as he/she thinks fit.
For appointment of two (2) proxies, percentage
of shareholdings to be represented by the
proxies must be indicated below:
Percentage (%)
First proxy
Second proxy

Dated this day of 2013

Signature/Common Seal of Member(s)

* Please delete as applicable.


** If you do not wish to appoint the Chairman of the Meeting as your proxy/one of your proxies, please strike out the words “the Chairman of the Meeting”
and insert the name(s) of the proxy(ies) you wish to appoint in the blank space(s) provided.

Notes:

1. A Member entitled to attend and vote at the Meeting is entitled to appoint not more than two (2) proxies to attend and vote on his/her behalf. Where
a Member appoints more than one (1) proxy, the appointment shall be invalid unless he/she specifies the proportion of his/her shareholdings to be
represented by each proxy. A proxy may, but need not, be a Member. A Member may appoint any person to be his/her proxy without any restriction as
to the qualification of such person and the provisions of Sections 149(1)(a) and 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

2. Where a Member of the Company is an Authorised Nominee as defined under the Securities Industry (Central Depositories) Act 1991, he/she may
appoint not more than two (2) proxies in respect of each Securities Account he/she holds with ordinary shares of the Company standing to the credit of
the said Securities Account.

3. Where a Member of the Company is an Exempt Authorised Nominee as defined under the Securities Industry (Central Depositories) Act 1991 which
holds ordinary shares in the Company for multiple beneficial owners in one (1) Securities Account (Omnibus Account), there is no limit to the number
of proxies which the Exempt Authorised Nominee may appoint in respect of each Omnibus Account it holds PROVIDED THAT each beneficial owner
of ordinary shares, or where the ordinary shares are held on behalf of joint beneficial owners, such joint beneficial owners, shall only be entitled to
instruct the Exempt Authorised Nominee to appoint not more than two (2) proxies to attend and vote at a general meeting of the Company instead of
the beneficial owner or joint beneficial owners.

4. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

5. The instrument appointing a proxy shall be in writing signed by the appointor or his/her attorney duly authorised in writing or, if the appointor is a
corporation, either under its common seal or signed by an officer or attorney so authorised.

6. The Form of Proxy and the Power of Attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority,
must be deposited at the office of the Share Registrar of the Company, Tricor Investor Services Sdn Bhd at Level 17, The Gardens North Tower, Mid
Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time fixed for the Meeting or any
adjournment thereof.

7. Only members registered in the Record of Depositors as at 12 November 2013 shall be eligible to attend, speak and vote at the Annual General Meeting
or appoint proxy(ies) to attend, speak and/or vote on their behalf.
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Affix postage
stamp

THE SHARE REGISTRAR

SIME DARBY BERHAD (752404-U)


c/o Tricor Investor Services Sdn Bhd (118401-V)
Level 17, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Malaysia

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Sime Darby Berhad (Company No. 752404-U)
19th Floor, Wisma Sime Darby
Jalan Raja Laut
50350 Kuala Lumpur, Malaysia

T +(603) 2691 4122


F +(603) 2719 0044
E [email protected]
W www.simedarby.com

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