Cover rationale - Sime Darby .Cover rationale This year, Sime Darby begins a new chapter. From a

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Transcript of Cover rationale - Sime Darby .Cover rationale This year, Sime Darby begins a new chapter. From a

  • Cover rationale

    This year, Sime Darby begins a new chapter. From a conglomerate with varied interests, it transforms into three pure-play entities, each focused on its core expertise. We are confident that the new structure, coupled with our experience built over a century, will help the three standalone companies grow from strength to strength.

    about this report

    A focus on transparency and efficiency is central to Sime Darbys annual communication with shareholders. This commitment has been strengthened further with the adoption of the Integrated Reporting guidelines as well as Bursa Malaysia and Global Reporting Initiative standards in our annual report. Apart from financial and non-financial performance, and operational highlights, the Financial Year 2016/2017 report also provides an insight into the corporate restructuring exercise that will see the emergence of three pure-play entities and key strategies moving forward.

  • Sime Darby is a diversified multinational and an important player in the Malaysian economy, with businesses in key growth sectors, namely, plantation, property, industrial equipment, motors and logistics, with operations in 25 countries and four territories.

    Committed to developing a sustainable future, Sime Darby strives to maintain an equitable balance between increasing value for shareholders and responsible development. Sime Darby is one of the largest companies listed on Bursa Malaysia and has a market capitalisation of RM64.6 billion (USD15.4 billion) as at 30 June 2017.

    about siMe DarbY

    our values

    At Sime Darby, the core values that we uphold in our operations and businesses worldwide are Integrity, Respect & Responsibility, Excellence and Enterprise.

    Integrity Uphold a high level of personal and professional value in our business interactions and decisions.

    Respect & Responsibility Respect for the individuals we interact with and the environment that we operate in (internally and externally) and committing to being responsible in all our actions.

    Excellence Stretch the horizons of growth for ourselves and our business through our unwavering ambition to achieve outstanding personal and business results.

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

    our vision

    To be a leading multinational corporation delivering sustainable value to all stakeholders.

    our Mission

    We are committed to developing a winning portfolio of sustainable businesses.

    We subscribe to good corporate governance and high ethical values.

    We continuously strive to deliver superior financial returns through operational excellence and high performance standards.

    We provide an environment for our people to realise their full potential.

  • Contentsstrategic review Financial reports

    Corporate Governance

    other information

    http://www.simedarby.com/investor-relations/annual-reports

    350 Notice of Annual General Meeting355 Analysis of Shareholdings359 Additional Compliance Information364 Share Price Movement & Financial

    Calendar 365 Properties of the Group385 Notice to Shareholders Under the

    Personal Data Protection Act 2010387 Compliance with the Principles and

    Recommendation of the Malaysian Code on Corporate Governance 2012

    390 United Nations Global Compact (UNGC) Communication on Progress

    391 Global Reporting Initiative (GRI)394 Modern Slavery and Human Trafficking

    Statement 398 Independent Assurance Report Form of Proxy

    03 Corporate Information04 What is Pure-Play06 Why Pure-Play08 Who Will Benefit from Pure-Play10 Our Strategic Priorities12 Managing Our Material Issues14 Group Highlights15 Group Overview16 Chairmans Message20 President and Group Chief

    Executives Review27 Management Discussion and Analysis:

    Performance Review i. Group Financial Review ii. Operational Excellence iii. People iv. Environment51 Management Discussion and Analysis:

    Operations Review i. Sime Darby Berhad - Sime Darby Industrial - Sime Darby Motors - Sime Darby Logistics ii. Sime Darby Plantation Berhad iii. Sime Darby Property Berhad

    95 Statement on Corporate Governance98 Directors Profiles103 Executive Leadership122 Governance & Audit Committee Report130 Nomination & Remuneration

    Committee Report136 Sustainability Committee Report141 Risk Management Committee Report143 Statement on Risk Management and

    Internal Controls150 Statement of Directors Responsibilities

    153 Directors Report158 Statement by Directors159 Statutory Declaration160 Independent Auditors Report167 Statements of Profit or Loss168 Statements of Comprehensive Income 169 Statements of Financial Position172 Statements of Changes in Equity175 Statements of Cash Flows178 Notes to the Financial Statements 349 Supplementary Information

  • boarD oF DireCtors

    tan sri Dato abdul Ghani othman Independent Non-Executive Chairman

    tan sri Dato sri Dr Wan abdul aziz Wan abdullah Non-Independent Non-Executive Deputy Chairman

    tan sri samsudin osman Non-Independent Non-Executive Director

    tan sri Datuk Dr Yusof basiran Independent Non-Executive Director

    bapak Muhammad lutfi Independent Non-Executive Director

    Datuk Zaiton Mohd hassan Senior Independent Non-Executive Director

    Datuk Wan selamah Wan sulaiman Independent Non-Executive Director

    Datuk Dr Mohd Daud bakar Non-Independent Non-Executive Director

    Dato sri lim haw Kuang Independent Non-Executive Director

    Dato rohana tan sri Mahmood Independent Non-Executive Director

    encik Zainal abidin Jamal Non-Independent Non-Executive Director

    tan sri Dato seri Mohd bakke salleh Executive Director (To retire upon conclusion of the 11th AGM on 20 November 2017)

    reGistereD oFFiCe

    19th Floor, Wisma Sime Darby Jalan Raja Laut 50350 Kuala Lumpur, Malaysia

    Telephone : +(603) 2691 4122 Facsimile : +(603) 2719 0044 Email : communications@simedarby.com Website : www.simedarby.com

    share reGistrar

    Tricor Investor & Issuing House Services Sdn Bhd (Company No. 11324-H)

    Office: Unit 32-01, Level 32, Tower A Vertical Business Suite Avenue 3, Bangsar South No. 8, Jalan Kerinchi 59200 Kuala Lumpur, Malaysia

    Telephone : +(603) 2783 9299 Facsimile : +(603) 2783 9222 Email : is.enquiry@my.tricorglobal.com

    Customer Service Centre: Unit G-3, Ground Floor, Vertical Podium Avenue 3, Bangsar South No. 8, Jalan Kerinchi 59200 Kuala Lumpur, Malaysia

    auDitors

    PricewaterhouseCoopers (AF 1146) Chartered Accountants Level 10, 1 Sentral, Jalan Rakyat Kuala Lumpur Sentral 50706 Kuala Lumpur, Malaysia

    Telephone : +(603) 2173 1188 Facsimile : +(603) 2173 1288

    ForM oF leGal entitY

    Incorporated on 7 November 2006 as a private company limited by shares under the Companies Act, 1965 and deemed registered under the Companies Act, 2016. Converted into a public company limited by shares on 5 April 2007

    stoCK eXChanGe listinG

    Listed on the Main Market of Bursa Malaysia Securities Berhad since 30 November 2007

    Stock Code : 4197 Stock Name : SIME

    plaCe oF inCorporation anD DoMiCile

    Malaysia

    presiDent & Group ChieF eXeCutive

    tan sri Dato seri Mohd bakke salleh

    seCretaries

    puan norzilah Megawati abdul rahman (LS 0009247)

    puan Mazlina Mohd Zain (LS 0008287)

    Corporate inForMationas at 13 septeMber 2017

  • in the beginning of 2017, we embarked on a journey to unlock value for our shareholders via a pure-play exercise. the exercise involves the creation of three separate and independent listed entities on bursa Malaysia with distinct businesses in plantation, property and trading & logistics.

    unleashinG GroWth potential

    transition process

    1. internal restructuring

    As part of the exercise, an internal restructuring of the Groups borrowings, and assets has been undertaken.

    2. Distribution of shares

    Under the pure-play exercise, Sime Darby Berhad will undertake the distribution of its entire shareholding in Sime Darby Plantation Berhad and Sime Darby Property Berhad to entitled shareholders. Sime Darby Berhad will not hold any shares in Sime Darby Plantation Berhad and Sime Darby Property Berhad, post-listing.

    3. listing

    Sime Darby Plantation Berhad and Sime Darby Property Berhad will be listed on the Main Market of Bursa Malaysia Securities Berhad.

    The listings are expected to occur in the 4th Quarter of 2017.

    Conglomerate Model

    Currently, Sime Darby Berhad is a conglomerate comprising five distinct businesses in Plantation, Property, Industrial Equipment, Motors and Logistics. It also has an interest in a variety of smaller, but not less significant, enterprises.

    Refer to the FAQs on our website for further details:

    www.simedarby.com/investor-relations/faqs

    FroM strenGth to strenGth

    shareholders

    sime Darby berhad

    100%

    logistics business

    property business

    plantation business

    Motors business

    other businesses

    industrial business

  • pureplaY

    Why Pure-Play?

    What is pure-play?

    Who will Benefit from Pure-Play?

    Sime Darby Berhad

    industrial business

    Motors business

    logistics business

    others businesses

    (healthcare, tesco and lockton)

    Sime Darby Property Berhad

    100%

    100%

    100%

    shar

    ehol

    ders

    Sime Darby Plantation Berhad

    upstream Downstream others (r&D, renewables,

    agribusiness)

    property development

    property investment

    leisure and hospitality

  • DeliverinG sustainable valueunder the pure-play str