Sime Darby AR2013 Lowres
Sime Darby AR2013 Lowres
Sime Darby AR2013 Lowres
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
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
50 Report on the Governance & Audit Committee 176 Awards and Corporate Diary
83
Statement on Risk Management and 183 Reports & Financial Statements
Internal Control
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.
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.
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.
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
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
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
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
0.2%
2.9%
5.1%
24.9%
2013
Plantation
Industrial
Motors
Property
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%
26.2%
2010 2009
31.3%
27.5%
25.8%
Sime Darby Berhad | Annual Report 2013
18
FIVE-YEAR FINANCIAL SUMMARY
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
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
0.8%
4.7%
11.8%
41.3%
14.6%
2013
Plantation
Industrial
Motors
Property
Others
26.8%
11.2%
11.5%
2012 2011
52.3%
18.9%
58.1%
22.0%
(22.3%) 14.0%
16.0%
5.4%
24.6% 51.9%
20 Sime Darby Berhad | Annual Report 2013
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
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)
571.5 335.4
467.2 229.9
711.4 702.1
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
STATEMENT OF
VALUE ADDED
For the financial year ended 30 June 2013
Amounts in RM million
VALUE DISTRIBUTED
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
2013 2012
Value Added by Segment RM million % RM million %
2013
Plantation 4,396.8
Industrial 3,267.4
Motors 1,785.5
Property 826.4
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
Others 104.6
RM million
0 1,000 2,000 3,000 4,000 5,000 6,000
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
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
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
*
TBA - To Be Advised.
Sime Darby Berhad | Annual Report 2013 27
CORPORATE
INFORMATION
As at 24 September 2013
GROUP STRUCTURE
100%
Sime Darby
Utilities Sdn Bhd
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
PROFILE OF
DIRECTORS
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
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
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
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)
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
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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).
Risk Management
Committee
SDB Board Litigation Committee
50% independent
Long Term Incentive
Sustainability Committee
Plan Committee
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
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
The members of each FSB during the financial year ended 30 June 2013 and their attendance at the FSB meetings are as
follows:
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
• 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
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
The assessment criteria used in the performance The Executive Director’s remuneration package
evaluations are as follows: comprises the following:
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:
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
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
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
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.
INVESTOR RELATIONS
AND SHAREHOLDERS’
COMMUNICATION
5 10
0 0
FY08/09 FY09/10 FY10/11 FY11/12 FY12/13*
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
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
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.
Sime Darby Berhad | Annual Report 2013
97
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
98
CHAIRMAN’S MESSAGE
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
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
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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.
Key Activities
Upstream
Downstream
Agribusiness and Foods
Research and Development
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
11.9%
13.9%
09-18 years
FY2011/2012 FY2010/2011
Malaysia Indonesia LIberia Total Malaysia Indonesia Total
2013
2012
2011
2010
2009
Selangor Central Negeri Sembilan 1 Negeri Sembilan 2
Sime Darby Berhad | Annual Report 2013
111
OPERATIONS REVIEW | PLANTATION
2013
2012
2011
2010
2009
Sabah Central / South Sarawak Lavang / Sarawak Rajawali /
Pekaka Dermawan
Sime Darby Berhad | Annual Report 2013
112
OPERATIONS REVIEW | PLANTATION
2013 2010
2012 2009
2011
Sime Darby Berhad | Annual Report 2013 113
1 2 3
4 5
6 7 8
The aerial view of Melalap Oil Mill in Sabah, one of our Malaysian operations best performing Mills in terms of Oil Extraction Rates
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
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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
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
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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119
OPERATIONS REVIEW | PLANTATION
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
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
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.
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
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Sime Darby Berhad | Annual Report 2013 127
Key Activities
Caterpillar Dealership
Allied Brands Group
INDUSTRIAL
One of the
leading
Caterpillar
dealers in the
world
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Cat 740B Articulated Truck offers proven reliability and durability, and ease of operation to allow the operator to focus on production
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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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
Mining machinery designed and manufactured to be reliable and economical in all environments
Key Activities
Import
Assembly
Distribution
Retail
MOTORS
A Leading
Automotive
Player in the Asia
Pacific Region
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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
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.
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Key Activities
Property Development
Property Investment
PROPERTY
Malaysia’s
Largest
Community
Developer
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Envisioned as the central commercial hub of Oasis Damansara, Oasis Square integrates business, living, retail and entertainment within one
lush urban oasis
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.
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.
Key Activities
Power
Engineering Services
Ports & Logistics
Water Management
ENERGY &
UTILITIES
Third most
efficient port
(Weifang Port)
in Shandong
province, China
152 Sime Darby Berhad | Annual Report 2013
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
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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
4 5
6 7 8
In December 2012, Weifang Port launched its container operations making it the sole operator of container lines within Shandong’s Yellow River Delta
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
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
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
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
M C
• 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
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
Talent Management
Group’s total employees Employees 108,675 110,645
Total talent development Average 16 15
training hours
Sime Darby Berhad | Annual Report 2013
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CORPORATE RESPONSIBILITY
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
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
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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171
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.
1.0%
16.0%
1.0%
2.0%
Plantation
1.0% FY2012/2013 Industrial
Total Carbon
emission, Motors
tonnes CO2-e
Property
Others
79.0%
RM28.15 million
Savings recorded through implementation of Lean Six Sigma exercise for FY2012/2013
Sime Darby Berhad | Annual Report 2013
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CORPORATE RESPONSIBILITY
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
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
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
Sime Darby Berhad | Annual Report 2013
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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
Sime Darby Berhad | Annual Report 2013
175
CORPORATE RESPONSIBILITY
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
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.
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.
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.
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.
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.
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.
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.
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
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.
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
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.
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.
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
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.
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.
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
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
Group Company
Note 2013 2012 2013 2012
Total comprehensive income for the year 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
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
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
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
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
Group Company
Note 2013 2012 2013 2012
Group Company
Note 2013 2012 2013 2012
Group Company
Note 2013 2012 2013 2012
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.
Sime Darby Berhad | Annual Report 2013
207
FINANCIAL STATEMENTS
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.
Sime Darby Berhad | Annual Report 2013
213
FINANCIAL STATEMENTS
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.
Sime Darby Berhad | Annual Report 2013
215
FINANCIAL STATEMENTS
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
6. Operating Expenses
Group Company
2013 2012 2013 2012
Group Company
2013 2012 2013 2012
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
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
Group Company
2013 2012 2013 2012
Group
2013 2012
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
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
Group
2013 2012
b. Investment in associates
The Group’s investment in associates are as follows:
Group
2013 2012
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
Group Company
2013 2012 2013 2012
Group Company
2013 2012 2013 2012
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 –
Tax reconciliation
Reconciliation from tax at applicable tax rate to tax expense is as follows:
Group Company
2013 2012 2013 2012
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
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
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
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
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
* 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
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
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
– – – – 3.5 – 3.5
– – – – (117.5) 35.2 (82.3)
– – – – 0.6 – 0.6
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
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
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
Group
2013 2012
Group
2013 2012
The total new planting and replanting expenditure during the financial year are as follows:
Group
2013 2012
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
Long Short
Group leasehold leasehold
2013 land land Total
2012
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
Long Short
Group leasehold leasehold
2013 Freehold land land land Buildings Total
2012
Group
2013 2012
Group
2013 2012
22. Subsidiaries
Company
2013 2012
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
Quoted shares
Group In Outside Unquoted Unquoted
2013 Malaysia Malaysia shares debenture Unit trust Total
2012
The unquoted debenture carries a coupon rate of 3.75% and matures on 30 June 2020 at its nominal value of
RM4.2 million.
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248
FINANCIAL STATEMENTS
Acquired
Group Assets usage Customer
2013 Goodwill Trademarks rights relationships
2012
– – 6.4 – – 6.4
– 14.0 15.5 – 58.4 73.9
– – 4.6 – – 4.6
– – (0.5) – – (0.5)
2012
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:
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
Group Company
2013 2012 2013 2012
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
Tax losses
and
Property, Prepaid Property Impairment unabsorbed
Group plant and lease develop- and capital
2012 equipment rentals ment provisions allowances Others Total
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) –
26. Derivatives
The Group’s derivatives are as follows:
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)
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)
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.
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254
FINANCIAL STATEMENTS
Maturities
Group Less than 1 1 year to 3
2013 year years Total
Maturities
Group Less than 1 1 year to 3
2012 year years Total
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:
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)
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
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)
27. Receivables
Group Company
2013 2012 2013 2012
Non-current
Current
Group
2013 2012
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
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
Group
2013 2012
Group
2013 2012
Accretion
At 1 July 66.2 51.1
Credited to profit or loss 16.2 15.1
At 30 June 82.4 66.2
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:
Group
2013 2012
Accretion
At 1 July – –
Credited to profit or loss 0.3 –
Received (0.3) –
At 30 June – –
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.
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262
FINANCIAL STATEMENTS
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
28. Inventories
Group
2013 2012
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].
Group
2013 2012
Development costs
Group
2013 2012
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].
Group Company
2013 2012 2013 2012
Group
2013 2012
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
Included in construction contract costs incurred during the financial year were employee costs capitalised amounting
to RM5.9 million (2012: RM1.0 million).
% % % %
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.
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266
FINANCIAL STATEMENTS
34. Non-Current Assets Held for Sale and Liabilities Associated with Assets Held for Sale
Group
2013 2012
The movements during the financial year relating to net assets held for sale are as follows:
Group
2013 2012
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
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
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
2012
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
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
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.
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270
FINANCIAL STATEMENTS
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 :
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
Group Company
2013 2012 2013 2012
% % % %
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
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
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273
FINANCIAL STATEMENTS
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.
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274
FINANCIAL STATEMENTS
Group
2013 2012
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
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
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
41. Provisions
Performance
Group guarantees
2013 Warranties and bonds Risk sharing Total
2012
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.
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277
FINANCIAL STATEMENTS
Group
2013 2012
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
Group
2013 2012
a. Changes in the present value of defined benefit obligations
Group
2013 2012
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
Group
2013 2012
Group Company
2013 2012 2013 2012
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.
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281
FINANCIAL STATEMENTS
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
%
Group’s
effective
Purchase interest Effective
Name of subsidiary consideration acquired acquisition date
%
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
%
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
%
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
Group
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
%
Segments comprise:
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
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
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]
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
Continuing operations
Energy & Corporate and Discontinued
Motors Utilities Others elimination Total operations Total
[Note 13]
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
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
Continuing operations
Energy & Corporate and Discontinued
Motors Utilities Others elimination Total operations Total
[Note13]
2013 2012
Reconciliation of segment assets and liabilities to total assets and total liabilities are as follows:
Assets Liabilities
2013 2012 2013 2012
c. Segment by location
Revenue by location of customers are analysed as follows:
2013 2012
Profit/(loss) before
Revenue interest and tax Non-current assets
2013 2012 2013 2012 2013 2012
* 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
Group Company
2013 2012 2013 2012
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 – –
Group Company
2013 2012 2013 2012
Group
2013 2012
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
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
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
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
– – – – – – (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
Financial
Financial liabilities at
Company Loans and guarantee amortised
2013 receivables contracts cost Total
2012
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
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
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
Group Company
2013 2012 2013 2012
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
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
Denominated Denominated
Company in United in functional
2013 States dollar currency Total
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:
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
Group Company
2013 2012 2013 2012
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 – –
Group Company
Collateral Collateral
and credit and credit
Maximum enhance- Maximum enhance-
2013 exposure ment exposure ment
2012
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
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
2012
2012
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
Group
2013 2012
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.
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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 – 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
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
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
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
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
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
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
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
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
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
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
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
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
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
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 – 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
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)
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
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
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
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
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:
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
* – 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
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).
Group Company
2013 2012 2013 2012
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
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
COMPLIANCE
during the financial year ended 30 June 2013.
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
New Zealand
PLANTATION PROPERTIES
UPSTREAM
Malaysia
Malaysia (continued)
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
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
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
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 - 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
Liberia
Bomi, Bong 1 & 2, Grand Leasehold 220,000 2010-2013 – Rubber and oil palm 158.9
Cape Mount, Gbarpolu, expiring estates
Lofa 2072
Malaysia
Malaysia (continued)
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
GENERAL
Malaysia
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
+ 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
DEVELOPMENT PROPERTIES
Malaysia
Kuala Lumpur
KLGCC, Bukit Kiara Leasehold 22 2010 Land held for property 425.5
expiring 2111 development
Sabah
Imam and Mostyn Estate, Tawau Leasehold 16 2006 Land held for property 0.3
expiring development
2050-2058
Overseas
United Kingdom
Bognor Regis Freehold 18 1994 Land held for property 0.6
development
Malaysia
Pulau Pinang
Penang House Freehold * 2007 92 Holiday bungalow 2.0
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
Melaka
Hotel Equatorial, Leasehold * 1998 15 5-star 22-storey 85.3
Bandar Hilir expiring international
2072-2075 business hotel
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
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
INDUSTRIAL PROPERTIES
Malaysia
Pulau Pinang
Reef Apartment, Freehold – 1989 24 2 apartments 0.1
Batu Ferringhi
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
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
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
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
Overseas (continued)
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
MOTORS PROPERTIES
Malaysia
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
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
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
Overseas (continued)
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
Malaysia
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
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
OTHERS PROPERTIES
Malaysia
I/We
(FULL NAME OF SHAREHOLDER AS PER NRIC/CERTIFICATE OF INCORPORATION IN CAPITAL LETTERS)
(NRIC/Passport/Company No. ) of
(ADDRESS)
(ADDRESS)
(NRIC/Passport No. )
(FULL NAME OF PROXY AS PER NRIC IN CAPITAL LETTERS)
of
(ADDRESS)
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
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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stamp
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Sime Darby Berhad (Company No. 752404-U)
19th Floor, Wisma Sime Darby
Jalan Raja Laut
50350 Kuala Lumpur, Malaysia