Sime Darby AR2010
Sime Darby AR2010
Sime Darby AR2010
Th e Sim e Dar by G r o u p
Kumpulan Sime Darby Berhad, Golden Hope Plantations Berhad and Kumpulan
Guthrie Berhad merged in November 2007 to become the world’s largest listed
plantation company as well as a diversified multinational with operations in over
20 countries. Our core businesses are plantation, property, industrial, motors,
energy & utilities and healthcare.
We are one of the largest listed companies on Bursa Malaysia with a market
capitalisation of RM48.1 billion as at 30 June 2010. Our employees of over
100,000 people are committed to sustainable growth and development.
O ur M iss i o n
Making A Sustainable Future Real for Everyone.
O ur Valu e s
Respect for the individuals we interact with and the environments that
we operate in (internally and externally) and commitment to being
responsible in all our actions.
Excellence
EnterprisE
Seek and seize opportunities with speed and agility, challenging set
boundaries.
Integrit y
cont e nts
Group Structure 10
Corporate Information 11 - 13
Profile of Directors 14 - 19
Chairman’s Message 51 - 54
Operations Review 57 - 84
Corporate Diary 96 - 98
NOTICE I S HEREBY G I VEN that the Fourth Annual General Meeting of Sime Darby Berhad will be held at Grand
Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia on
Tuesday, 16 November 2010 at 10.30 a.m. for the following purposes:-
AS ORDINARY BUSINESS
1. To receive the Audited Financial Statements for the year ended 30 June 2010 together with
the Reports of the Directors and the Auditors thereon. (Resolution 1)
2. To declare a final single tier dividend of 3 sen per share for the year ended 30 June 2010. (Resolution 2)
3. To re-appoint Tun Musa Hitam 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. (Resolution 3)
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. (Resolution 4)
5. To elect the following Directors who retire in accordance with Article 104 of the Company’s
Articles of Association:-
i. Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Bugo (Resolution 5)
ii. Dato Sri Lim Haw Kuang (Resolution 6)
iii. Mr Sreesanthan Eliathamby (Resolution 7)
6. To re-elect Tan Sri Sheng Len Tao as a Director who retires by rotation in accordance with
Article 99 of the Company’s Articles of Association. (Resolution 8)
AS SPECIAL BUSINESS
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 10)
AND THAT, upon completion of the purchase by the Company of its own shares, the Directors
of the Company be authorised to deal with the shares so purchased in their absolute discretion
in the following manner:-
i. to retain them as treasury shares; and/or
ii. to cancel them; and/or
iii. to resell them; and/or
iv. to distribute them as share dividends; and/or
v. any combination of the above; and/or
in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to
the Act and the Main Market Listing Requirements of Bursa Securities and any other relevant
authority for the time being in force;
AND THAT, such authority conferred by this resolution shall commence upon the passing of
this resolution and shall continue to be in force until:-
i. the conclusion of the next Annual General Meeting (AGM) of the Company following this
AGM, at which time the said authority shall lapse, unless by an ordinary resolution passed
at that meeting, the authority is renewed, either unconditionally or subject to conditions;
or
ii. the expiration of the period within which the next AGM is required by law to be held; or
iii. the authority is revoked or varied by ordinary resolution passed by the shareholders of the
Company in a general meeting,
whichever is the earliest;
AND THAT, the Directors of the Company or any of them be authorised to take all such steps
as are necessary or expedient to implement, finalise and give full effect to the Proposed
Share Buy-Back with full powers to assent to any conditions, modifications, variations and/or
amendments as may be imposed by the relevant authorities.” (Resolution 11)
10. To transact any other business for which due notice shall have been given in accordance with
the Company’s Articles of Association and the Companies Act, 1965.
N otice of Annua l Genera l M eetin g • Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 3
NOTICE HAS BEEN GIVEN ON 26 August 2010 that subject to the approval of Members at the Annual General Meeting to be
held on 16 November 2010, a final single tier dividend of 3 sen per share for the year ended 30 June 2010 will be paid on 15
December 2010 to depositors whose names appear in the Record of Depositors on 1 December 2010.
A depositor shall qualify for entitlement to the dividend only in respect of:-
i. shares deposited into the depositor’s securities account before 12.30 p.m. on 29 November 2010 in respect of shares
which are exempted from mandatory deposit;
ii. shares transferred into the depositor’s securities account before 4.00 p.m. on 1 December 2010 in respect of transfers;
and
iii. shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia
Securities Berhad.
By Order of the Board
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. A proxy need not be a Member of the Company and the provisions of Section 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 in the Securities Industry (Central Depositories) Act 1991, it may
appoint not more than two (2) proxies in respect of each Securities Account it holds with ordinary shares of the Company standing to
the credit of the said Securities Account.
3. Where a Member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his
shareholdings to be represented by each proxy. The instrument appointing a proxy shall be deemed to confer authority to demand or
join in demanding a poll. The signature of any joint holder is sufficient.
4. The Form of Proxy must be under the hand of the appointor or of his attorney duly authorised in writing. Where the Form of Proxy is
executed by a corporation, it must be executed either under its common seal or under the hand of an officer or attorney duly authorised
by the corporation.
5. The Form of Proxy, duly completed and executed, 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 48 hours before the time fixed for the meeting or any adjournment thereof.
6. Only members registered in the Record of Depositors as at 8 November 2010 shall be eligible to attend the AGM or appoint proxies to
attend and/or vote on their behalf.
4 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 No t i ce o f An n u al Ge n e r al Me e tin g
1. Proposed Renewal of Shareholders’ Mandate for 1. The Directors who are standing for re-appointment
Recurrent Related Party Transactions under Section 129(6) of the Companies Act, 1965,
The proposed Resolution 10, if passed, will enable the are:-
Company and/or its subsidiary companies to enter a. Tun Musa Hitam
into recurrent transactions involving the interests of b. Tan Sri Dato’ Dr. Wan Mohd. Zahid Mohd. Noordin
the Related Parties, which are of a revenue or trading
nature and necessary for the Group’s day-to-day The Directors who are retiring pursuant to Article 104
operations, subject to the transactions being carried of the Company’s Articles of Association and seeking
out in the ordinary course of business on terms not more election are:-
favourable than those generally available to the public a. Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid
and are not detrimental to the minority shareholders of Bugo
the Company. b. Dato Sri Lim Haw Kuang
c. Mr Sreesanthan Eliathamby
2. Proposed Renewal of Share Buy-Back Authority
The proposed Resolution 11, if passed, will empower The Director who is retiring pursuant to Article 99 of
the Directors to purchase the Company’s shares the Company’s Articles of Association and seeking re-
through Bursa Malaysia Securities Berhad up to ten election is Tan Sri Sheng Len Tao.
percent (10%) of the issued and paid-up share capital
of the Company by utilising the funds allocated out of The profiles of the above Directors are set out in the
the total retained profits and the share premium of the section entitled ‘Profile of Directors’ on pages 14 to
Company. This authority, unless revoked or varied at 19. Their shareholdings in the Company are set out
a general meeting, will expire at the conclusion of the in the section entitled ‘Analysis of Shareholdings’ on
next Annual General Meeting of the Company. pages 221 to 223.
Based on the Company’s audited financial statements 2. The Directors who are retiring pursuant to Section 129
for the year ended 30 June 2010, the Company’s retained of the Companies Act 1965 and will not be seeking re-
earnings and share premium stood at RM2,130.3 million appointment are:-
and RM100.6 million respectively. a. Tun Ahmad Sarji Abdul Hamid
b. Dr. Arifin Mohamad Siregar
Further information on the Proposed Renewal of c. Dato’ Sri Mohamed Sulaiman
Shareholders’ Mandate for Recurrent Related Party d. Dato’ Dr. Abdul Halim Ismail
Transactions and the Proposed Renewal of Share Buy- e. Datin Paduka Zaitoon Dato’ Othman
Back Authority is set out in the Circular to Shareholders
dated 25 October 2010, dispatched together with the The Director who is retiring pursuant to Article 99 of
Company’s 2010 Annual Report. the Company’s Articles of Association and will not be
seeking re-election is Tan Sri Datuk Dr. Ahmad Tajuddin
Ali.
The above Directors not standing for re-appointment/
re-election will therefore retire upon the conclusion of
the Fourth Annual General Meeting of the Company.
• Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 5
A young Tun Tan Cheng Lock (third from left) posing for a
photograph with plantation workers in the Nyalas Estates
6 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0
Basic earnings per share Gross dividend per share Net assets per share attributable Return on average
to ordinary equity holders shareholders’ equity
Sen
RM
* The Company was incorporated on 7 November 2006 and completed the acquisition of the entire businesses and undertakings of
the 8 listed companies on 1 October 2007. The consolidated 30 June 2007 results are presented here by applying the predecessor 2010 2009 2008 2007
method of merger accounting which required the acquisitions to be deemed completed from the earliest financial period.
8 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 4 Ye ar s F i n an ci al Su m m a r y
Segment revenue
RM ‘m
RM ‘m
RM ‘m
RM ‘m
2% 2%
4% 10%
33%
34%
5% 5%
25% 25%
4% 8%
9%
8%
39% 29%
6%
Plantation Property Industrial
Segment RESULTS
RM ‘m
RM ‘m
Plantation Property Industrial
RM ‘m
RM ‘m
2% 1%
6%
-86% 104%
2010 26%
2009 53%
19%
24% 14%
37%
4% 2% 1%
3%
18%
13%
3%
44%
8%
2008 70% 2007
17%
Plantation Property Industrial
g r oup st r u c tu r e
Sime Darby Plantation Sdn Bhd
Upstream/Downstream plantation activities; Agribusiness and
Foods; Research and Development.
Sime Darby Energy Sdn Bhd & Sime Darby Utilities Sdn Bhd
Oil and gas, engineering services, water management, ports and
logistics, power, security solutions and calibration.
SECRETARY
Norzilah Megawati Abdul Rahman
(LS 0009247)
12 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0
B oar d of Di r ec to r s
• Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 13
P r ofile o f Di r ec to r s
Tun Musa is also currently the Chairman of Lion Tun Ahmad Sarji is currently the Chairman of various
Industries Corporation Berhad and United Malayan companies including Permodalan Nasional Berhad
Land Berhad, both of which are listed on the Main (PNB), NCB Holdings Berhad and I & P Group Sdn Bhd.
Market of Bursa Malaysia Securities Berhad, Yayasan He is also a member of the Board of Trustees of Yayasan
Sime Darby, the CIMB Group’s International Advisory Pelaburan Bumiputra and director of several other
Panel and the World Islamic Economic Forum. He is private limited companies. He was the Chief Secretary
also the Joint-Chairman of the Malaysia-China Business to the Government from 1990 to 1996.
Council and a member of the International Advisory
Board Rotterdam.
Dr. Arifin Mohamad Siregar
Prior to this, Tun Musa held a number of key positions, (Independent Non-Executive Director)
including Chairman of Federal Land Development
Authority (FELDA) and Kumpulan Guthrie Berhad. Tun • Member of Nomination Committee and Investigative
Musa has held the portfolios of the Deputy Minister Reports Review Committee
of Trade and Industry, Minister of Primary Industries
and Minister of Education, before becoming Malaysia’s Dr. Arifin Mohamad Siregar, 76, an Indonesian, is
fifth Deputy Prime Minister and Minister of Home an Independent Non-Executive Director. He was
Affairs from 1981 to 1986. appointed to the Board on 29 September 2007.
Between 1990 and 1991, he was Malaysia’s Special Dr. Arifin holds a PhD in Economics from Munster
Envoy to the United Nations and also led the Malaysian University in Germany. He has extensive experience
delegation to the United Nations Commission on Human with international financial institutions. During his
Rights from 1993 to 1998 and was elected Chairman of tenure as the Governor of Bank Indonesia, he served
the 52nd Session of the Commission in 1995. From 1995 as the Governor of the World Bank and the alternate
to 2002, he was the Prime Minister’s Special Envoy to Governor of the Islamic Development Bank. He also
the Commonwealth Ministerial Action Group. In 2005, held several posts with the International Monetary
he was Joint-Chairman of the Eminent Persons Group to Fund (IMF), including the IMF’s resident representative
chart out the Association of South East Asian Nations in Laos (1969 to 1971) and alternate Governor from
(ASEAN)/China’s next 15 years’ programme and was 1973 to 1988. From 1961 to 1965, he worked as an
appointed as Chairman of the Eminent Persons Group economist with the United Nations in New York and
to draft the ASEAN Charter. Beirut, Lebanon. Dr. Arifin has broad leadership
Profile of Dire cto r s • Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 15
experience in economics, finance and diplomacy. His Tan Sri Samsudin holds a Bachelor of Arts (Honours)
experience includes participating as Chief and Advisor in degree and a Diploma in Public Administration
Indonesian delegations to numerous international and from University of Malaya, and a Masters in Public
regional conferences, including GATT Uruguay Rounds Administration from Pennsylvania State University,
from 1988 to 1993, Asia Pacific Economic Cooperation USA.
(APEC) from 1988 to 1993 and the Association of South
East Asian Nations (ASEAN) from 1972 to 1993. Dr. Tan Sri Samsudin is at present the President of
Arifin speaks fluent Dutch, English and German, and Perbadanan Putrajaya. He is also the Chairman of the
has a working knowledge of French. Employees Provident Fund (EPF) Board, EPF Investment
Panel, Universiti Utara Malaysia and BIMB Holdings
Dr. Arifin is currently a member of the Board of Berhad.
Commissioners of PT Austindo and of PT Cabot
Indonesia. He is also an Advisor of Ancora Capital Tan Sri Samsudin was the Chief Secretary to the
Management (Asia) Limited, a private equity fund, since Malaysian Government from 2001 to 2006. He was
December 2008. In April 2009, he became the Chairman also the Secretary General for two (2) ministries, the
of the Board of Commissioners of PT Airfast Indonesia, a Ministry of Home Affairs (1996) and the Ministry of
private airline company serving the activities of mining Domestic Trade and Consumer Affairs (1994).
and other enterprises in several regions of Indonesia.
Until June 2008, he was the Chairman of the Board of
Commissioners of PT Medco Energy International Tbk, Tan Sri Dato’ Dr. Wan Mohd. Zahid
the largest private national oil company in Indonesia. Mohd. Noordin
He was also an International Advisor to Goldman Sachs (Non-Independent Non-Executive Director)
(Asia) LLC for eight (8) years until July 2006.
• Member of Risk Management Committee, Strategy
From 1993 to 1997, Dr. Arifin was the Indonesian Task Force, Tender Committee, China Operations
Ambassador to the United States of America. He Committee and Oil & Gas Projects Work Group
served as the Minister of Trade of Indonesia from 1988
to 1993. Following his Deputy-Governorship of Bank Tan Sri Dato’ Dr. Wan Mohd. Zahid Mohd. Noordin,
Indonesia of twelve (12) years, he was the Governor of 70, a Malaysian, is a Non-Independent Non-Executive
Bank Indonesia from 1983 to 1988. From 1979 to 1987, Director. He was appointed to the Board on 14
Dr. Arifin was the Chairman of the Indonesian Economic September 2007.
Association. Dr. Arifin served as the Chairman of the
Board of EKONID, the Indonesian-German Chamber Tan Sri Dato’ Dr. Wan Mohd. Zahid holds a Bachelor
of Commerce and Industry from 1999 to 2003. Since of Arts (Honours) degree from University of Malaya,
December 1994, he has been a member of the Board Masters from Stanford University and PhD from
of Trustees of the United States-Indonesia Society University of California, Berkeley. He underwent a
(USINDO) and was appointed as its Co-Chairman in course in business management under the Advanced
April 2007. Dr. Arifin also served as the Chairman of Management Program at Harvard Business School. He
the Governing Board of the Indonesian Council on started his career as a teacher, moving up to principal
World Affairs (ICWA) for eleven (11) years until April level and eventually held various positions in the
2010. In addition, he has been a member of the Board Ministry of Education. His last post prior to retirement
of Trustees of the World Wide Fund for Nature (WWF) was as Director-General of Education.
Indonesia since December 1999. In December 2008,
Dr. Arifin was appointed as a member of the Indonesia- Tan Sri Dato’ Dr. Wan Mohd. Zahid is currently the
Netherlands Association (INA) & The Indonesian- Chairman of Universiti Teknologi MARA, FEC Cables (M)
Benelux Chamber of Commerce. Since August 2001, he Sdn Bhd and Kolej Universiti Teknologi dan Pengurusan
has been a member of the Board of Governors of the Malaysia. He is also a Director of Permodalan Nasional
Asian Institute of Management, Manila. Berhad (PNB), Amanah Saham Nasional Bhd, Yayasan
Felcra Bhd, Perbadanan Usahawan Nasional Bhd, SP
Setia Berhad and Yayasan Sime Darby. He was formerly
Tan Sri Samsudin Os man the Chairman of Berger International Ltd based in
(Non-Independent Non-Executive Director) Singapore, and Deputy Chairman of International Bank
Malaysia Berhad.
• Chairman of Tender Committee and Investigative
Reports Review Committee
Tan Sri Datuk Amar (Dr.) Tommy from Universiti Putra Malaysia, Doctor of Engineering
Bugo @ Hamid Bugo from Universiti Tenaga Nasional and Honorary Doctor
(Independent Non-Executive Director) of Science from Universiti Malaysia Terengganu.
Tan Sri Datuk Amar (Dr.) Tommy Bugo @ Hamid Bugo, Tan Sri Datuk Dr. Ahmad Tajuddin is currently the
65, a Malaysian, is an Independent Non-Executive Chairman of UEM Group Berhad, UEM Land Holdings
Director. He was appointed to the Board on 26 August Berhad and Malaysian Oxygen Berhad. He also sits
2010. on the boards of Bangi Golf Berhad and several other
private limited companies. Tan Sri Datuk Dr. Ahmad
Tan Sri Hamid graduated from the University of Tajuddin is a Registered Professional Engineer with
Canterbury, New Zealand with a Bachelor and a Master the Board of Engineers, a Fellow of the Institution of
of Arts in Economics. He also holds a Postgraduate Engineers Malaysia and a Foundation Fellow of the
Diploma in Teaching from Christchurch Teachers’ Academy of Science, Malaysia. He is also the Chairman
College New Zealand and a Postgraduate Certificate in of the Malaysian Standards and Accreditation Council
Business Studies from Harvard Institute of Development and the Energy Commission, the Joint-Chairman of
Studies, U.S.A. He was honoured with a Ph.D. (in the Malaysian Industry-Government Group for High
Commerce) by Lincoln University, New Zealand. Technology and a member of the Governing Council
of the International Organisation for Standardisation
Tan Sri Hamid has served in both the private and public (ISO), Geneva.
sectors. He was appointed the first General Manager
of Land Custody and Development Authority, Sarawak
and moved on to become Permanent Secretary of the Ra ja Tan Sri Dato’ Seri Arshad
Ministry of Resource Planning and State Secretary of Ra ja Tun Uda
Sarawak until his retirement from the civil service in (Senior Independent Non-Executive Director)
August 2000.
• Chairman of Audit Committee
Tan Sri Hamid currently sits on the board of several • Member of Risk Management Committee and
companies including SapuraCrest Petroleum Berhad, Remuneration Committee
Sapura Resources Bhd, Superlon Holdings Bhd,
Permodalan Sarawak Bhd, Sarawak Consolidated Raja Tan Sri Dato’ Seri Arshad Raja Tun Uda, 63, a
Industries Berhad and Zecon Berhad. He is also a Malaysian, is the Senior Independent Non-Executive
board member of the Institute Integrity Malaysia and Director. He was appointed to the Board on 14
a member of the Advisory Committee of the Malaysian September 2007.
Anti-Corruption Commission. Tan Sri Hamid is actively
involved in charitable activities as a member of Lembaga Raja Tan Sri Dato’ Seri Arshad is a Fellow of the Institute
Amanah Masjid Sarawak, Chairman of Yayasan Kemajuan of Chartered Accountants in England and Wales and a
Insan and Sarawak State Library Management Board. member of the Malaysian Institute of Accountants.
He is also a member of the Malaysian Institute of
Certified Public Accountants and served on its Council
Tan Sri Datuk Dr. Ahmad Ta ju dd in for twenty four (24) years, three (3) years of which as its
Ali President.
(Independent Non-Executive Director)
Raja Tan Sri Dato’ Seri Arshad is currently the Chairman
• Chairman of Risk Management Committee of Maxis Berhad and Ekuiti Nasional Berhad. He also
• Member of Audit Committee, Nomination sits on the Board of Khazanah Nasional Berhad and is
Committee, Strategy Task Force, Tender Committee the Pro Chancellor of Universiti Industri Selangor. He is
and Strategic Investment Committee also the Chairman of Yayasan Raja Muda Selangor and a
Trustee of Yayasan DayaDiri.
Tan Sri Datuk Dr. Ahmad Tajuddin Ali, 62, a Malaysian,
is an Independent Non-Executive Director. He was Raja Tan Sri Dato’ Seri Arshad is the former
appointed to the Board on 14 September 2007. Executive Chairman and Senior Partner of
PricewaterhouseCoopers (PwC) Malaysia. He was
Tan Sri Datuk Dr. Ahmad Tajuddin graduated with First- also Chairman of the Leadership Team of PwC Asia 7,
Class Honours degree in Mechanical Engineering from a member of the PwC Global Leadership Team, PwC
King’s College, University of London and a Doctorate Global IFRS Board and Standards Advisory Council of
in Nuclear Engineering from Queen Mary College, the International Accounting Standards Board. Raja Tan
University of London. He is a graduate of Harvard Sri Dato’ Seri Arshad was formerly the Chairman of the
Business School’s Advanced Management Programme Malaysian Accounting Standards Board and Chairman
and was conferred the Honorary Doctor of Science of Danamodal Nasional Berhad.
Profile of Dire cto r s • Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 17
Tan Sri Sheng Len Tao (Dunlop), a plantation company, then based in Melaka.
(Independent Non-Executive Director) He stayed with Dunlop for fourteen (14) years having
risen to the position of Finance Director and joined
• Chairman of Oil & Gas Projects Work Group Sime Darby Plantations Berhad as Finance Director in
• Member of Audit Committee, Risk Management 1982.
Committee, Remuneration Committee, Strategy Task
Force and China Operations Committee In 1985, he was seconded to Sime UEP Properties Berhad
as its Managing Director before returning to Kumpulan
Tan Sri Sheng Len Tao, 64, a Malaysian, is an Independent Sime Darby Berhad in 1990 as a Divisional Director
Non-Executive Director. He was appointed to the Board of Sime Darby Plantations Berhad and Managing
on 14 September 2007. Director of Consolidated Plantations Berhad. He has
vast experience in the field of corporate management,
Tan Sri Sheng is a Chartered Accountant by training and plantations, property and finance. Dato’ Sri Mohamed
holds a First Class Honours Degree in Economics and is also the Honorary Consul for the Republic of Slovenia
an Honorary Doctorate of Law from the University of in Kuala Lumpur.
Bristol, United Kingdom.
Tan Sri Sheng is currently the Chief Adviser to the Dato Sri L im Haw Kuang
China Banking Regulatory Commission. He also sits on (Independent Non-Executive Director)
the Boards of the Qatar Financial Centre Regulatory
Authority and Khazanah Nasional Berhad. He is a Dato Sri Lim Haw Kuang, 56, a Malaysian, is an
member of the Advisory Council of the Iskandar Regional Independent Non-Executive Director. He was
Development Authority (IRDA), the International appointed to the Board on 26 August 2010.
Advisory Panel of the Labuan Offshore Financial
Services Authority (LOFSA), the Governing Council Dato Sri Lim holds a Bachelor of Science (Computing
of the International Centre for Education in Islamic Science) from Imperial College, University of London.
Finance (INCEIF), the Advisory Council of the National He also holds an MBA from IMD Switzerland (formerly
Institute of Securities Market, India (NISM), the International Management Institute, Geneva).
National Economic Advisory Council, the International
Advisory Council of the China Investment Corporation Dato Sri Lim was appointed Executive Chairman of
and the International Advisory Panel of CIMB Group. Shell Companies in China in September 2005. Dato
Tan Sri Sheng is currently an Adjunct Professor at the Sri Lim joined Shell in Malaysia in 1978 and has since
University of Malaya and Graduate School of Economics served in various capacities in IT, Finance, Natural
and Management, Tsinghua University, Beijing, China. Gas, Exploration and Production, Oil Products and
Corporate Head Offices in different Shell operations.
Among his previous appointments include as Chairman Before taking up his current position, Dato Sri Lim
of the Securities and Futures Commission of Hong was Vice President, Strategy for Shell International
Kong, Deputy Chief Executive at the Hong Kong in London (2004-2005). Among his earlier roles,
Monetary Authority, Senior Manager of Financial he has been President, Oil Products for Asia Pacific
Sector Development at the World Bank, as well as and Middle East (Singapore 2002-2004), Chairman,
various senior positions including Chief Economist and Shell Malaysia (Kuala Lumpur 1999-2002), Managing
Assistant Governor at Bank Negara Malaysia. Director, Shell Malaysia Exploration and Production
(1997-2002), Senior Corporate Adviser, Asia Pacific,
Shell International (London 1996-1997), and Business
Dato’ Sri Mohamed Sul aiman Development Manager for Former Soviet Union and
(Non-Independent Non-Executive Director) Sakhalin, Shell International Gas (London 1994-1996).
• Chairman of Remuneration Committee and Strategy Dato Sri Lim has been appointed by the Chinese
Task Force Government as a member of the China Council for
• Member of Audit Committee International Cooperation in Environment and
Development. He is currently a Special Adviser to the
Dato’ Sri Mohamed Sulaiman, 72, a Malaysian, is a President and Executive Committee of World Business
Non-Independent Non-Executive Director. He was Council for Sustainable Development, a global coalition
appointed to the Board on 14 September 2007. of some 200 multinational corporations. Dato Sri Lim
is a Board Director of the China Business Council for
Dato’ Sri Mohamed is a Certified Public Accountant, Sustainable Development, and the Honorary President
Australia. He spent his career in the plantation industry of the Business Council for Sustainable Development in
starting as an Accountant with Dunlop Estates Berhad Malaysia, and has been awarded state honours by the
Malaysian Government.
18 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 Pro f i l e o f Di re ctors
Dato’ Henry Sackville Barlow Dato’ Dr. Abdul Halim was formerly the Managing
(Independent Non-Executive Director) Director of Bank Islam Malaysia Berhad and General
Manager and Chief Economist of Bank Bumiputera
• Member of Audit Committee, Remuneration Malaysia Berhad.
Committee, Strategy Task Force and Tender
Committee
Datin Paduk a Zaitoon
Dato’ Henry Sackville Barlow, 66, a British national, Dato’ Othman
is an Independent Non-Executive Director. He was (Non-Independent Non-Executive Director)
appointed to the Board on 29 September 2007.
• Member of Risk Management Committee and Oil &
Dato’ Barlow was educated at Eton College and Gas Projects Work Group
obtained his Bachelor and Master of Arts degrees from
University of Cambridge, United Kingdom. He is also Datin Paduka Zaitoon Dato’ Othman, 70, a Malaysian,
a Fellow of the Institute of Chartered Accountants in is a Non-Independent Non-Executive Director. She was
England and Wales. appointed to the Board on 29 September 2007.
Dato’ Barlow is currently a Director of HSBC Datin Paduka Zaitoon is a Barrister-At-Law (Lincoln’s
Bank Malaysia Berhad and The International and Inn, London) and an Advocate & Solicitor of the High
Commonwealth University of Malaysia Berhad. He Court of Malaya and has been practising in her own legal
is also a member of the Board of Trustees of Badan firm for more than thirty (30) years. She sits on various
Warisan Malaysia and director of several other private company boards and councils, including Yayasan Sime
limited companies. Darby.
Dato’ Barlow has over thirty five (35) years of experience Datin Paduka Zaitoon is a member of the Presidential
in the plantation industry and was formerly the Finance Council of the Muslim Lawyers Association Malaysia
Director of Barlow Boustead Estates Agency Sdn where she had been the President for several years.
Berhad and Joint Managing Director of Highlands & She is a member of the Board of the Institute of Legal
Lowlands Berhad. He is also a former Council Member and Judicial Training and the President of Persatuan
of the Incorporated Society of Planters and is currently Pewarisan Harta Islam Malaysia (Malaysian Legacy
Honorary Secretary of the Heritage Trust of Malaysia, Management Association). She represents the Muslim
and Honorary Treasurer of the Malaysian Branch of the Lawyers Association in Gagasan Badan Ekonomi Melayu
Royal Asiatic Society. (GABEM), and is also the President of the Protect and
Save the Children Association (P.S. The Children).
Dato’ Dr. Abdul Halim Ismail Between April 2006 to April 2010, Datin Paduka Zaitoon
(Non-Independent Non-Executive Director) was a Commissioner of the Human Rights Commission
of Malaysia (SUHAKAM) and has been for several years,
• Member of Remuneration Committee and a member of the Disciplinary Board of the Malaysian
Investigative Reports Review Committee Legal Profession.
Dato’ Dr. Abdul Halim Ismail, 71, a Malaysian, is a Datin Paduka Zaitoon was in the Malaysian Judicial and
Non-Independent Non-Executive Director. He was Legal Services and became the first woman Deputy
appointed to the Board on 29 September 2007. Public Prosecutor in Malaysia. She was also a Magistrate,
President of the Sessions Court and the Departmental
Dato’ Dr. Abdul Halim holds a Bachelor of Arts Solicitor in the Public Trustee’s office. She also held
(Honours) degree from University of Malaya and a the positions of Senior Assistant Registrar and Deputy
Doctor of Philosophy (DPhil) in Economics from Oxford Registrar of the High Court of Malaya, Federal Counsel
University, England. (Civil Division) Attorney General’s Chambers and the
Deputy Director of the Legal Aid Bureau.
Dato’ Dr. Abdul Halim is at present an Executive Director
of BIMB Securities Sdn Bhd. He is also a Director of
BIMB Holdings Berhad and Institut Kefahaman Islam
Malaysia (IKIM), as well as a member of the Shariah
Advisory Councils of both the Securities Commission
and Bank Negara Malaysia.
Profile of Dire cto r s • Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 19
Manag e m e n t t eam p r o f i le
Dato’ Seri Ahmad Zubair @ Ahmad Dato’ Mohd Bakke does not have any family relationship
Zubir Ha ji Murshid with any director and/or major shareholder of Sime
Darby Berhad and does not have any conflict of interest
53, Malaysian, President & Group Chief Executive with Sime Darby Berhad. He has not been convicted
of any offence within the past 10 years. Dato’ Mohd
Dato’ Seri Ahmad Zubir held many senior positions in Bakke does not hold any share in Sime Darby Berhad or
the Kumpulan Sime Darby Berhad (KSDB) Group since its subsidiaries.
he first joined the Group in 1981. He was the Group
Chief Executive of KSDB and Managing Director of
Continental Sime Tyre PJ Sdn Bhd as well as the Divisional Dato’ Abd Wahab Mask an
Director of KSDB’s Heavy Equipment/Power and Allied
Products Division before his present appointment on 59, Malaysian, Group Chief Operating Officer
27 November 2007. Dato’ Seri Ahmad Zubir was also a
Director of Sime Darby Berhad until May 2010. Dato’ Abd Wahab was appointed the Group Chief
Operating Officer on 24 June 2008. He was formerly
Dato’ Seri Ahmad Zubir holds a degree in Industrial the Group Chief Executive of Kumpulan Guthrie Berhad
Engineering from the University of Wales, United and Golden Hope Plantations Berhad respectively.
Kingdom. He has held various management and Board positions
in companies in Malaysia, Europe and Asia, both
Dato’ Seri Ahmad Zubir does not have any family listed and non-listed, covering estate and plantation
relationship with any director and/or major shareholder management, refinery and oleochemicals, trading and
of Sime Darby Berhad and does not have any conflict marketing, property development and investment,
of interest with Sime Darby Berhad. He has not been engineering and construction and manufacturing.
convicted of any offence within the past 10 years. Dato’
Seri Ahmad Zubir holds 318,712 ordinary shares of Dato’ Abd Wahab holds a Bachelor of Science degree
RM0.50 each in Sime Darby Berhad as at 30 June 2010. in Estate Management from the University of Reading,
United Kingdom and is a Fellow of both the Royal
Institution of Chartered Surveyors (England and United
Dato’ Mohd Bakke Salleh Kingdom), a Fellow of the Institution of Surveyors
(Malaysia), a Fellow of the Incorporated Society of
56, Malaysian, Acting President & Group Chief Planters and a Fellow of the Malaysian Institute of
Executive Management.
Dato’ Ir Jauhari Hamidi 43, Malaysian, Executive Vice President - Energy &
Utilities, China Operations
51, Malaysian, Executive Vice President – Energy &
Utilities Division. Encik Hisham was the Executive Vice President of
the Energy & Utilities Division before he assumed his
Dato’ Ir. Jauhari was the Director of Special Projects present position on 1 August 2010. He was previously
prior to his present appointment on 1 August 2010. He the Executive Vice President of Group Strategy &
was also formerly the Executive Vice President for the Business Development and also the Managing Director
Utilities Division and Managing Director of Sime UEP of the Healthcare Group. Encik Hisham joined the
Properties Bhd. Dato’ Ir. Jauhari has served in various KSDB Group in September 2004. Prior to joining the
capacities since joining the Group 27 years ago. Group, he was an Investment Banker with Dresdner
Kleinwort Wasserstein handling corporate finance and
Dato’ Ir. Jauhari is a registered professional engineer origination. His previous experience includes being an
with the Board of Engineers Malaysia and a corporate Equity Research Analyst in various investment banks
member of the Institute of Engineers Malaysia. He in Kuala Lumpur, amongst them Dresdner Kleinwort
has undergone the Directors-Training Programme Benson, Santander Research, Peregrine and Swiss
and Harvard Business School Senior Management Bank Corp/PB Securities. He has also worked in the
Development Programme. Dato’ Ir. Jauhari holds a Corporate Finance Department of Malakoff Berhad and
Bachelor of Science (Hons) degree in Civil and Structural as a Process Engineer in Arvin Industries, United States
Engineering from University College Cardiff, Wales, of America.
United Kingdom.
Encik Hisham holds two separate degrees in Chemical
Engineering and Industrial Management from Purdue
Dato’ L awrence Lee Cheow Hock
University, United States of America. He has also
attended the Harvard Business School’s Advanced
56, Singaporean, Executive Vice President - Motors
Management Programme.
Division
Encik Alan Hamzah was appointed the Group Head - Puan Norzilah holds a degree in Law from the University
Strategy & Business Development on 16 September of Malaya, Kuala Lumpur and is a licensed Company
2010. He oversees the Corporate Finance, Value Secretary.
Management & Investor Relations, Corporate Planning &
Budgeting, Capital Management, Merger & Acquisition
and Special Projects departments. He began his career
with Price Waterhouse, London and had worked with
several multinational companies in Malaysia before
joining KSDB in 1996. Encik Alan Hamzah has held
various senior financial positions within the KSDB
Group, amongst them Finance Director of Tractors
Malaysia Holdings Berhad and Finance Director of
Consolidated Plantations Berhad. He was the Global
Operations Manager, Payment Services for BHP Billiton
Malaysia prior to his present appointment.
r e por t o n t h e au d i t commi tt ee
The Board of Directors of Sime Darby Berhad is pleased In performing its duties and discharging its
to present the report on the Audit Committee of the responsibilities, the Audit Committee is guided by the
Board for the year ended 30 June 2010. Terms of Reference as follows:-
o. To review related party transactions entered into No alternate Director shall be appointed as a member
by the Company and the Group to ensure that such of the Committee.
transactions are undertaken on the Group’s normal
commercial terms and that the internal control The Chairman of the Committee shall be an independent
procedures with regards to such transactions are non-executive Director appointed by the Board.
sufficient and to review any conflict of interest
situations; Review of the Composition of the Committee
p. To verify allocation of options (if any) pursuant to
the employees’ share option scheme is in compliance The term of office and performance of the Committee
with the criteria for allocation of options under the and each of the members shall be reviewed by the
scheme; Board of Directors at least once every three (3) years
q. To ensure that proper processes and procedures are to determine whether the Committee and its members
in place to comply with all laws, regulations and rules have carried out their duties in accordance with the
established by all relevant regulatory bodies; and Terms of Reference.
r. To undertake any such other functions as may be
agreed to by the Committee and the Board. Meetings and Minutes
Authority Meetings shall be held not less than four (4) times
a year and the President & Group Chief Executive,
The Committee is authorised by the Board:- Group Chief Financial Officer, Head of GCAD and a
a. To investigate any activity within its Terms of representative of the external auditors shall normally
Reference and shall have unrestricted access to GCAD be invited to attend the meetings. Other members of
and external auditors and to all employees of the the Board may attend the meetings upon the invitation
Group; of the Committee. At least twice a year, the Committee
b. To have the resources in order to perform its duties as shall meet the external auditors without any executive
set out in its Terms of Reference; present except the Group Secretary. The quorum shall
c. To have full and unrestricted access to information be two (2) members, both of whom must be independent
pertaining to the Company and the Group, their Directors. Minutes of each meeting shall be kept and
records, properties and personnel; distributed to each member of the Committee and of
d. To have direct communication channels with GCAD the Board. The Chairman of the Committee shall report
and external auditors; on each meeting to the Board. The Secretary to the
e. To obtain external legal or other independent Committee shall be the Group Secretary.
professional advice as necessary;
f. To convene meetings with external auditors, without
the attendance of any executive, and if appropriate, Summary of Ac tivities of the
the Group Secretary, whenever deemed necessary; Committee during the Year
and
In line with the Terms of Reference of the Committee,
g. To have immediate access to reports on fraud or
the following activities were carried out by the
irregularities from the internal auditors.
Committee during the year ended 30 June 2010 in the
discharge of its functions and duties:-
The Committee shall report to the Board of Directors on
matters considered and its recommendations thereon, i. Financial Reporting
pertaining to the Company and the Group. • Review of the quarterly and annual reports of the
Company and the Group prior to submission to the
Responsibility Board of Directors for consideration and approval.
Where the Committee is of the view that a matter ii. Internal and External Audit
reported by it to the Board of Directors has not • Review of the Corporate Assurance and Audit
been satisfactorily resolved resulting in a breach of Plans and scope for the year for the Company and
the Listing Requirements, the Committee has the the Group prepared by GCAD and the external
responsibility to promptly report such matter to Bursa auditors respectively.
Malaysia Securities Berhad. • Review of the performance of senior executives
in GCAD.
Membership • Approve the appointment/resignation of senior
executives in GCAD.
The Committee shall be appointed by the Board from • Review of the reports for the Company and
amongst their number and shall consist of not less the Group prepared by GCAD and the external
than three (3) members, a majority of whom shall be auditors and consideration of the major findings
independent Directors and at least one of whom shall by the auditors and management’s responses
be a member of the Malaysian Institute of Accountants thereto.
or shall fulfil such other requirements as prescribed • Review of the fees of the external auditors.
in Chapter 15.10 of the Listing Requirements. All • Meeting with the external auditors without
members of the Audit Committee shall be non-executive any executive present except for the Group
Directors. Secretary.
Repor t on the Au dit Co mmit tee • Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 25
• Review of the cases investigated by GCAD arising f. Carrying out audit work in liaison with the external
from information feeds and Whistle-blowing auditors to maximise the use of resources and for
policy. effective coverage of audit risks.
g. Carrying out investigations and special reviews
iii. Related Party Transaction requested by management and/or the Audit
• Review of the related party transactions entered Committee of the Company.
into/to be entered into by the Company and the h. Carrying out environmental, safety and health audits
Group and the disclosure of such transactions on the Company and the Group.
in the Annual Report of the Company and in the i. Identifying opportunities to improve the operations
Circular to Shareholders. of and processes in the Company and the Group.
j. Carrying out analyses to determine the efficiency of
iv. Other activities businesses carried out by the Group.
• Review of the Report on the Audit Committee,
Statement on Internal Control and Statement on All internal audit functions during the year were
Corporate Governance prior to their inclusion in conducted by GCAD. There were no areas of the
the Company’s Annual Report. internal audit functions which were outsourced.
• Recommendation to the Board on the proposed During the financial year, the total cost incurred for
dividend to be paid by the Company. the internal audit function was RM28.7 million (2009:
• Commissioning of special reviews on specific RM26.3 million).
areas of operations.
• Review of the minutes of meetings of the audit This report is made in accordance with a resolution of
committees of major subsidiary companies in the the Board of Directors dated 20 September 2010.
Group and the audit committees of the various
Supervisory Committees.
• Review of Group Finance and Group Treasury
Policy Manuals prior to submission to the Board
of Directors for consideration and approval.
The Board of Directors of Sime Darby Berhad (Sime Darby i. Tun Musa Hitam
or the Company) is committed to continually striving for ii. Dr. Arifin Mohamad Siregar
the highest standards of corporate governance throughout iii. Tan Sri Datuk Dr. Ahmad Tajuddin Ali
the Group as a fundamental part of discharging its iv. Raja Tan Sri Dato’ Seri Arshad Raja Tun Uda
responsibilities to protect and enhance shareholders’ v. Tan Sri Sheng Len Tao
values and to build sustainable business growth for the vi. Dato’ Henry Sackville Barlow
Group. vii. Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid
Bugo
The Board continues to implement the recommendations viii. Dato Sri Lim Haw Kuang
of the Malaysian Code on Corporate Governance (the ix. Mr Sreesanthan Eliathamby
Code) which sets out the principles and best practices of
good governance on structures and internal processes, The Board members comprise high calibre individuals
the ‘Green Book on Enhancing Board Effectiveness’ who are professionals in their respective fields.
initiated by the Putrajaya Committee on Government-Link Together, the Directors with their wide range of
Companies (GLC) High Performance as part of the GLC competencies, capabilities, technical skills and
Transformation Programme which further reinforces the relevant business experience add value in governing
recommendations contained in the Code as well as the the strategic directions of the Group and ensuring
Corporate Governance Guide issued by Bursa Malaysia that the Group continues to be a competitive leader
Securities Berhad. within its diverse industry segments with a strong
reputation. A brief profile of each Director is
THE BOARD OF DIREC TOR S presented on pages 14 to 19 of the Annual Report.
There is a distinct and clear division of responsibility Members Date of No. of Per-
between the Chairman and the PGCE to ensure Appoint- meetings centage
that there is a balance of power and authority. The ment attended
roles of the Chairman and the PGCE are separated
and clearly defined. The Chairman is responsible Tan Sri Dato’ 14.09.2007 11 out 100
Dr. Wan Mohd. of 11
for ensuring Board effectiveness and conduct
Zahid Mohd.
while the PGCE has overall responsibilities over the Noordin
operating units, organisational effectiveness and
implementation of Board policies and decisions. Tan Sri Datuk 14.09.2007 10 out 91
Dr. Ahmad of 11
Tajuddin Ali
Dato’ Seri Ahmad Zubair @ Ahmad Zubir Haji
Murshid who is the current PGCE of the Group, has Raja Tan Sri 14.09.2007 11 out 100
Dato’ Seri of 11
been asked to take a leave of absence prior to the
Arshad Raja
expiry of his contract on 26 November 2010. Dato’ Tun Uda
Azhar Abdul Hamid, the Executive Vice President-
Plantation Division, was appointed Acting PGCE on Tan Sri Sheng 14.09.2007 10 out 91
Len Tao of 11
12 May 2010 pending the appointment of a new
PGCE. On 15 July 2010, the Board had appointed Dato’ Sri 14.09.2007 11 out 100
Dato’ Mohd Bakke Salleh as the Acting PGCE to Mohamed of 11
oversee the day to day operations of the Group. Sulaiman
Dato’ Henry 29.09.2007 11 out 100
3. Board Meetings Sackville of 11
Barlow
The Board meets on a scheduled basis at least four Dato’ Dr. Abdul 29.09.2007 10 out 91
(4) times a year. When the need arises, Special Halim Ismail of 11
Meetings are also held to specifically consider other
Datin Paduka 29.09.2007 9 out 82
issues arising. Among the topics for deliberation Zaitoon Dato’ of 11
are the financial statements and the results of the Othman
Company and its subsidiaries, operational activities,
Dato’ Seri 14.09.2007 7 out 100
strategic and corporate initiatives as well as matters Ahmad Zubair of 7
specifically reserved for the Board’s decision. @ Ahmad Zubir
Reports by Board Committees are also presented Haji Murshid
and discussed at the Board Meetings. (Ceased as
Director with
effect from 12
Senior management staff and/or external advisors
May 2010)
may be invited to attend Board Meetings to
advise the Board and to furnish the Directors with Tan Sri Datuk 26.08.2010 Not Not
information and clarification needed on relevant Amar (Dr) applicable applicable
Tommy Bugo @
items on the agenda to enable them to arrive at a
Hamid Bugo
considered decision.
Dato Sri Lim 26.08.2010 Not Not
During the year ended 30 June 2010, eleven (11) Haw Kuang applicable applicable
Board Meetings were held to consider and deliberate Mr Sreesanthan 26.08.2010 Not Not
a variety of issues. The following are the details of Eliathamby applicable applicable
attendance of each Director who was in office during
the financial year:-
4. Supply of Information
Members Date of No. of Per-
The Board annual meeting calendar is prepared and
Appoint- meetings centage
circulated to all the Directors during the first quarter
ment attended
of each new financial year. The calendar provides the
Tun Musa 29.09.2007 11 out 100 scheduled dates for meetings of the Board, Board
Hitam of 11 Committees and Shareholders. The agenda for
(Chairman)
each Board Meeting is determined by the Chairman
Tun Ahmad 29.09.2007 9 out 82 with assistance from the Group Secretary and in
Sarji Abdul of 11 consultation with the PGCE.
Hamid
(Deputy
Chairman)
Prior to Board Meetings, all Directors receive
the agenda and a set of Board papers containing
Dr. Arifin 29.09.2007 11 out 100 information relevant to the matters to be deliberated
Mohamad of 11
at the meetings. These are issued in sufficient time
Siregar
to enable the Directors to obtain further information
Tan Sri 19.12.2008 10 out 91 or research, where necessary, in order to be properly
Samsudin of 11 prepared before the meeting. The Board papers
Osman
include, among others, the following:-
28 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 St ate m e nt o n Co r p o r ate Gove rn a n ce
i. minutes of previous Board meeting(s); In line with good corporate governance practice,
ii. minutes of meetings of all Committees of the the Executive Director is not a member of the
Board; Audit Committee.
iii. minutes of meetings of the Group Management
Committee, Group Transformation Committee The report on the Audit Committee is presented
and Group Operations Committee; on pages 23 to 25 and the duties of the Audit
iv. report on Matters Arising; Committee are included therein.
v. quarterly financial report and a report on the
Group’s cash and borrowings position; b. Remuneration Committee
vi. quarterly risk management updates; The Remuneration Committee is responsible for
vii. annual business plan; and developing the Group’s remuneration policy
viii. shareholding structure and composition of the and determining the remuneration packages
Company. of executive employees of the Group. The
Committee recommends to the Board of Sime
In addition, there is a schedule of matters reserved Darby and its subsidiaries, the remuneration to
specifically for the Board’s decision, including the be paid to each non-executive Director for his/
approval of corporate plans and annual budgets, her services as a member of the Board as well as
acquisitions and disposals of undertakings and Committees of the Board.
properties of a substantial value, major investments
and financial decisions, and changes to the The Remuneration Committee is made up
management and control structure within the Group, entirely of non-executive Directors. During the
including key policies and procedures and delegated year ended 30 June 2010, five (5) meetings were
authority limits. held and the attendance of the members were as
follows:-
Presentations and briefings by external consultants
and legal advisors are also held at board meetings
Members No. of Per-
to assist the Directors to deliberate and decide on meetings centage
relevant issues. attended
All the Directors have direct access to the advice Dato’ Sri Mohamed 5 out of 5 100
and services of the Group Secretary whether as Sulaiman (Chairman)
a full board or in their individual capacities, in Raja Tan Sri Dato’ Seri 4 out of 5 80
the furtherance of their duties. The Directors are Arshad Raja Tun Uda
regularly updated on new statutory as well as
Tan Sri Sheng Len Tao 4 out of 5 80
regulatory requirements relating to the duties and
responsibilities of Directors. Directors whether Dato’ Henry Sackville 5 out of 5 100
acting as a full board or in their individual capacities Barlow
may obtain independent professional advice in Dato’ Dr. Abdul Halim Ismail 4 out of 5 80
the furtherance of their duties, at the Company’s
expense. Terms of Reference
Duties Membership
The duties of the Work Group are:- Members of the Work Group shall be appointed
i. to undertake a detailed review of all by the Board from amongst their number and
documents, including contractual shall consist of not less than three (3) members
documents, involving the Group in relation
to the Qatar Petroleum Project, Maersk Meetings and Minutes
Oil Qatar Project, Bakun Project, Ramunia The Work Group shall meet as and when
Project and Marine Project (Projects); required. The quorum shall be two (2) members.
ii. to undertake a detailed review of the Other members of the Board may attend the
engineering, procurement, construction, meetings of the Work Group upon invitation of
installation & hook up and/or commissioning the Work Group. Minutes of each meeting shall
process at the Energy & Utilities Division in be kept and distributed to each member of the
relation to the Projects; Work Group and the Board. The Secretary to the
iii. to undertake a detailed review of the project Work Group shall be the Group Secretary.
management and cost escalation procedures
within the Energy & Utilities Division; j. Investigative Reports Review Committee
iv. to review the systems of internal control and The Investigative Reports Review Committee
adherence to processes and procedures that was established on 28 June 2010 with the
are in place in relation to the Projects; responsibility of reviewing the reports prepared
v. to consider reports by Group Corporate by the independent forensic and legal advisers in
Assurance and the external auditors in relation to their investigatory work on certain oil
relation to the Projects and Management’s and gas projects undertaken by the subsidiaries
response thereto; of the Company, namely the Qatar Petroleum,
vi. to document the lessons learnt from the Maersk Oil Qatar, Marine and Bakun Projects.
Group’s experience on the Projects;
vii. to ascertain the level of success of the claims The members of the Investigative Reports
by the Energy & Utilities Division from Review Committee during the year ended 30
clients for Variation Orders in relation to the June 2010 were as follows:-
34 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 St ate m e nt o n Co r p o r ate Gove rn a n ce
Members
of Sime Darby and comprises other members
who are the relevant management executives
Tan Sri Samsudin Osman (Chairman) and non-executives who have knowledge
Dr. Arifin Mohamad Siregar of the Division’s business, identified by the
Board based on the recommendations of the
Dato’ Dr. Abdul Halim Ismail Nomination Committee.
Terms of Reference The members of each SC during the year ended
30 June 2010 and their attendance at the
Duties meetings were as follows:-
The duties of the Investigative Reports Review
Committee are:- SC - Plantation
i. to consider and review the draft Members No. of Per-
Investigative Review Reports prepared by meetings centage
the forensic and legal advisers in relation attended
to their investigatory work on the Qatar
Tun Musa Hitam (Chairman) 4 out of 4 100
Petroleum, Maersk Oil Qatar, Marine and
Bakun Projects (the Projects); Dr. Arifin Mohamad Siregar 4 out of 4 100
ii. to identify alternative approaches and Dato’ Henry Sackville 4 out of 4 100
mechanisms as appropriate; Barlow
iii. to make recommendations thereon to the
Board; and Datuk Alladin Hashim 4 out of 4 100
iv. to undertake such other duties as may be Dato’ Baharuddin Musa 3 out of 4 75
agreed to by the Committee and the Board.
Dato’ Seri Ahmad Zubair @ 3 out of 4 75
Ahmad Zubir Haji Murshid
Authority (Ceased as member with
The Committee is authorised by the Board:- effect from 12 May 2010)
i. to investigate any activity within its terms of
reference; SC - Property
ii. to have full and unrestricted access to
Members No. of Per-
information, records, properties and
meetings centage
employees of the Group and other attended
individuals or groups (within or outside the
country) connected in one way or another Dato’ Sri Mohamed Sulaiman 4 out of 4 100
(Chairman)
with the Projects;
iii. to convene meetings without the attendance Tengku Datuk Seri Ahmad 4 out of 4 100
of any executive, and if appropriate the Shah Alhaj Ibni Almarhum
Group Secretary, whenever deemed Sultan Salahuddin Abdul Aziz
Shah Alhaj
necessary;
iv. to obtain independent professional advice Dato’ Mustafa Mohd Ali 4 out of 4 100
and expertise as necessary to perform its Dato’ Abd Wahab Maskan 4 out of 4 100
duties; and
v. to have the resources to perform its duties Sulaiman Mustafa 4 out of 4 100
as set out in its terms of reference.
SC - Energy & Utilities
Membership Members No. of Per-
Members of the Committee shall be appointed meetings centage
by the Board from amongst their number and attended
shall consist of not less than three (3) members. Tan Sri Datuk Dr. Ahmad 2 out of 2 100
Tajuddin Ali (Chairman)
Meetings and Minutes Tan Sri Dato’ Omar Ibrahim 2 out of 2 100
The Committee shall meet as and when
required. The quorum shall be two (2) members. Datin Paduka Zaitoon Dato’ 1 out of 2 50
Othman
Other members of the Board may attend the
meetings of the Committee upon invitation of Dato’ Dr. Abdul Samad 1 out of 2 50
the Committee. Minutes of each meeting shall Mohamed
be kept and distributed to each member of the Dato’ Pua Shien Tick 2 out of 2 100
Committee and the Board. The Secretary to the
Zainul Rahim Mohd Zain 1 out of 2 50
Committee shall be the Group Secretary.
Dato’ Seri Ahmad Zubair @ 0 out of 1 0
k. Supervisory Committees Ahmad Zubir Haji Murshid
(Ceased as member with
Supervisory Committee (SC) of each Division was
effect from 12 May 2010)
established to assist the Board in the oversight
of the operations of the respective Divisions.
Each SC was chaired by a member of the Board
State me nt on Cor po r ate Gover n a nce • Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 35
The Group Management Committee which comprises The Group Secretary ensures that all appointments
the PGCE as Chairman, the Group Chief Operating are properly made, that all necessary information is
Officer (GCOO), Executive Vice Presidents (EVPs) obtained from the Directors, both for the Company’s
of the Divisions together with the Group Chief own records and for the purposes of meeting
Financial Officer (GCFO) and other EVPs from Group statutory obligations, as well as obligations arising
Head Office, shares the overall responsibility for from the Listing Requirements or other regulatory
management policies, the day-to-day operations of requirements. The Board periodically examines the
the Group, the deployment and implementation of effectiveness of its present size in discharging its
Board resolutions and the achievement of objectives duties.
and results.
8. Directors’ Remuneration
The Group Transformation Committee (GTC) has The objective of the Company’s policy on Directors’
been established to prepare and recommend the remuneration is to attract and retain Directors of the
strategic and operational transformation plan calibre needed to direct the Group successfully. In
for the Group and review the performance of the the case of the Executive Director, the component
Group’s transformation initiatives against set key parts of the remuneration are structured so as to link
performance indicators (KPIs) and timelines. These rewards to corporate and individual performance.
transformation initiatives are focused solely on Performance is measured against profits and other
driving continuous improvement and efficiencies in targets set from the Company’s annual budget and
operations to achieve the full potential of the Group. plans, and from returns provided to shareholders.
The members of the GTC are the PGCE, GCOO, EVPs In the case of Non-Executive Directors, the level of
of the Divisions, GCFO and other EVPs from Group remuneration reflects the experience and level of
Head Office. The GTC is chaired by the PGCE or the responsibilities undertaken by the non-executive
GCOO as delegated by the PGCE. Director concerned. The Company reimburses
reasonable expenses incurred by these Directors in
The Group Operations Committee comprises the the course of their duties as Directors.
GCOO as Chairman, the EVPs of the Divisions,
GCFO and other EVPs from Group Head Office. It The Remuneration Committee recommends to the
was established to oversee the operations of the Board the framework of the Executive Director’s
Group, which includes reviewing and overseeing the remuneration and the remuneration package for the
operational KPIs and operational risk issues of the Executive Director. It is, nevertheless, the ultimate
Divisions in the Group. responsibility of the entire Board to approve the
remuneration of the Executive Director.
7. Appointments To The Board And Re-Election Of
Directors The remuneration package for Non-Executive
There is in place a formal and transparent procedure Directors comprises the following elements:-
for the appointment of Directors to the Board. The i. Fees and Meeting Allowances
proposed appointment of member(s) of the Board as The fees payable to each of the Non-Executive
well as the proposed re-appointment or re-election Directors are determined by the Board as
of Directors seeking re-appointment or re-election authorised by the shareholders of the Company
at the Annual General Meeting are recommended at the Annual General Meeting. All Non-
by the Nomination Committee to the Board for its Executive Directors are paid meeting allowances
approval. The Board makes the final decision on as determined by the Board.
appointments.
ii. Benefits-in-Kind and Emoluments
In accordance with the Company’s Articles of Non-Executive Directors are given leave passage
Association, all Directors who are appointed by and per diem allowance. They also receive other
the Board are subject to election by shareholders benefits such as a company car and mobile
at the next Annual General Meeting after their phone.
appointment. Directors over seventy (70) years
of age are required to submit themselves for re- The Executive Director was not entitled to fees nor
appointment by shareholders annually in accordance was he entitled to receive any meeting allowances
with Section 129(6) of the Companies Act, 1965. for the Board and Board Committee meetings that
In accordance with the Company’s Articles of he attends. The Executive Director’s remuneration
Association, at least one-third (1/3) of the remaining package comprised the following:-
Directors are required to submit themselves for i. Basic Salary
re-election by rotation at each Annual General The basic salary for the Executive Director was
Meeting. recommended by the Remuneration Committee,
taking into account the performance of the
For new Directors, there is a familiarisation individual, the consumer price index and
programme in place, including visits to the Group’s information from independent sources on the
businesses and meetings with senior management as rates of salary for similar positions in other
appropriate, to facilitate their understanding of the comparable companies.
Group’s businesses.
38 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 St ate m e nt o n Co r p o r ate Gove rn a n ce
ii. Alan Hamzah Sendut the Audit Committee in relation to the Auditors is set out
Group Head - Strategy & Business Development in the Report on the Audit Committee on pages 23 to 25 in
Telephone : +(603) 2691 4122 ext 2246 this Annual Report.
Facsimile : +(603) 2713 5935
Email : alan.hamzah@simedarby.com The non-audit fees charged by the external auditors during
the year ended 30 June 2010 amounted to RM4.2 million
ACCOUNTABILIT Y AND AUDIT (2009: RM4.3 million).
Whistle-blowing Policy
To reinforce the culture of good business ethics and
governance across the Group, a whistle-blowing
policy was introduced which provides employees with
an accessible avenue to report in good faith of any
suspected wrongdoing which includes suspected fraud,
misappropriation of assets, sexual harassment, criminal
breach of trust, corruption, questionable or improper
accounting, misuse of confidential information and acts
or omissions which are deemed to be against the interest
of the Company, laws, regulations or public policies. This
policy addresses the Group’s commitment to integrity
and ethical behaviour by helping to foster and maintain
an environment where employees can act appropriately
without fear and retaliation.
Tun Musa Hitam World Capital Market Symposium Securities Commission 10 August 2009
Malaysia
4th Sime Darby Developing Sustainable Mr Tim Harford 11 August 2009
Futures Lecture Series – ‘Adapting: How
Complex Problems Are Really Solved’
Workshop on Malaysia-China Relations- Institute of Diplomacy & 19 August 2009
Bilateral, Regional and Global Foreign Affairs
Perspectives
National Conference on Higher National Defence University 28 October 2009
Education & Nation Building – ‘Theme: of Malaysia
Education Is The First Line Of Defence’
Inaugural Malaysia Europe Forum- Malaysia-Europe Forum 12 November 2009
European Union Kuala Lumpur
Roundtable 2009 – ‘Sustainability & The
Corporate Sector: Striking A Balance’
5th Sime Darby Developing Sustainable Professor Mohan 23 November 2009
Futures Lecture Series – ‘Sustainable Munasinghe
Development: Walking The Talk’
Programme Luncheon Talk – Gagasan Badan Ekonomi 7 December 2009
‘Memperkasa Ekonomi Bangsa: Melayu Melayu
Tolong Melayu’
2nd ASEAN Secretariat Policy Forum, The ASEAN Secretariat 16 December 2009
Jakarta
One Malaysia Economic Conference - The Associated Chinese 8 February 2010
‘1Malaysia: New Economic Model’ Chambers of Commerce &
Industry of Malaysia
MEF-Munich Spring Dialogue 2010 – Malaysia-Europe Forum, 2 March 2010
‘The Global Green Agenda: Securing A Munich, Germany
Sustainable Future’
SC-OCIS Roundtable & Forum Securities Commission 16 March 2010
Malaysia & The Oxford
Centre of Islamic Studies
6th Sime Darby Developing Sustainable Dr Ram Charan 30 March 2010
Futures Lecture Series – ‘Leading In The
New World’
Asia-Europe Institute Tracking Asia-Europe Institute, 11 May 2010
Development Third Plenary Conference University of Malaya
Tun Ahmad Sarji 4th Sime Darby Developing Sustainable Mr Tim Harford 11 August 2009
Abdul Hamid Futures Lecture Series – ‘Adapting: How
Complex Problems Are Really Solved’
Non-Executive Directors’ Development Securities Industries 5 October 2009
Series – ‘Is It Worth The Risk?’ Development Corporation &
PricewaterhouseCoopers
Yayasan Tun Ismail Research Grant Yayasan Tun Ismail/ 2 June 2010
Seminar and Presentation Permodalan Nasional Berhad
Dr. Arifin Mohamad 4th Sime Darby Developing Sustainable Mr Tim Harford 11 August 2009
Siregar Futures Lecture Series – ‘Adapting: How
Complex Problems Are Really Solved’
State me nt on Cor po r ate Gover n a nce • Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 41
In the course of performing its duties, GCAD has • Presentation of a summary of significant risks to the
unrestricted access to all functions, records, documents, Board of Directors through the Risk Management
personnel, or any other resource or information, at all Committee on a quarterly basis
levels throughout the Group as enshrined in the Group
Policies and Authorities (GPA). The Group Corporate • Review and discussion of key risks for each significant
Assurance function is independent of the activities that investment by the Risk Management Committee
it audits or reviews, and its personnel are not allowed to
perform any operational duties within the Group during • Reporting of significant risks by Divisions on a
their service in GCAD to ensure integrity, objectivity and quarterly basis
prevent any conflict of interest.
• Reporting of significant risks by subsidiaries in their
RISK MANAGEMENT annual management plan
policy. The policy encourages employees to report any • Control Self-Assessment (CSA) is continuously
wrongdoing by any person in the Group to the proper carried out during the year by selected operating
authorities so that action can be taken immediately. units using the questionnaire approach. The exercise
Additionally, it also provides for any complaint or report is coordinated by GCAD and the focus of the CSA is
to be directly submitted to the Senior Independent to ascertain the level of compliance to policies and
Director of the Group who is also the Chairman of the procedures. The CSA is validated during subsequent
Audit Committee of the Board, should the complainant audit reviews and highlighted where necessary, in
believe that the Group is better served if the report was the audit reports.
addressed to levels higher than management.
• Periodic examination by GCAD of business processes
The Senior Independent Director and Chairman of the and the state of internal controls including controls
Audit Committee is Raja Tan Sri Dato’ Seri Arshad Raja Tun over quality, environmental, safety and health issues,
Uda who is contactable through the following Whistle- and compliance with policies, procedures, applicable
blowing channels of reporting: laws, regulations and contracts. Reports on the
audits or reviews carried out by the GCAD function
Direct line are issued on a regular basis to the Management and
03 2691 0948 (Local) the Audit Committee.
+(603) 2691 0948 (International)
The monitoring, review and reporting arrangements in
Telephone (toll free) place give reasonable assurance that the structure of
1 800 88 8880 (Local) controls and its operations are appropriate to the Group’s
800 8008 8000 (International) operations and that risks are at an acceptable level
throughout the Group’s businesses. Such arrangements,
Mobile however, do not eliminate the possibility of human error
019 2688 295 (Local) or deliberate circumvention of control procedures by
+(6) 019 2688 295 (International) employees and others.
the Projects are adequately addressed. The Board also Energy & Utilities level
announced that external consultants were engaged to • Realigned organisational chart to improve risk
conduct forensic audits and an independent legal firm management
to conduct follow-through investigations to determine • The division is now divided into China and non-
culpability. China segments with two different EVPs to
oversee each business segment
Simultaneously, the Board initiated a review of the
organisational and reporting structure of the Group with • Initiate operational improvement to turn around the
an aim of providing and promoting a culture of ownership Energy & Utilities Division
and accountability across the Group, strengthening the • Tightened governance and control
levels of control and enhancing the Board’s oversight of - Review Limits of Authority
the Divisions’ operations. The Board also reaffirmed its • Strengthened Finance and Legal controls in all
commitment to facilitate inquiries and investigations by aspects of the business
the Malaysian Anti-Corruption Commission (MACC), the • Strengthened Divisional Procedures and
Securities Commission and Bursa Malaysia Securities. Authorities
• Tightened control over project costs with the
CONTINUING REMEDIATION AC TIONS objective of improving margins and reducing
costs
Sime Darby Group has been actively engaged in • Establish new management team
implementing remediation efforts to address the material - EVPs, Chief Financial Officer, Head of
weaknesses in control. The remediation efforts are Project Management Office/Operations and
outlined below: controls/GCAD and Legal
• Project management
Group level - Appointed consultant to project manage and
Strengthening internal controls and governance structure reporting and risk management processes for
through: certain on-going projects
• Bidding
• Improving monitoring and oversight of key - Working with external cost consultants to
decisions ensure price competitiveness with priority on
• Post-investment review process for investments Engineering, Procurement and Construction
approved by the Board (EPC) projects whilst participation in non-
• Review of key arrangements and business EPC contracts will be on a selective basis with
relationships reputable partners
• Reassessments of limits of authority
CONCLUSION
• Revamping functional matrix reporting structure to
ensure effective oversight over divisions The Group recognises the necessity of continuously
• Divisional finance head will report directly to improving its internal control systems and risk management
the Group Chief Financial Officer and have process. Whilst the Board is vigorously addressing all
functional reporting on operational matters to weaknesses identified, corrective and preventive actions
the divisional EVP and measures have been put in place to ensure ongoing
• Similarly, divisional legal will have a direct adequacy and effectiveness of internal controls. However,
reporting line to its Group function and report there can be no assurances that new problems will not arise
on operational matters to the divisional EVP in the future. Hence, the Group will continue to improve
controls in order to achieve the above goals and to ensure
• Focusing on improving ethical culture Group-wide sustainability over the long term.
The Group also reviewed the organisation and The Group also recognises the need to continue to
reporting structure to enhance divisional oversight and strengthen and invest in human resource, systems and
accountability across the Group. The Board, on 26 August processes and is committed to invest in and provide
2010, approved the new organisation and reporting adequate resources over the next few years to have in
structure to help improve business process flow and place the rigorous controls to enhance shareholders’ value
strengthen governance through the adoption of the ‘two- and business sustainability.
tier board’ model. A Board of Directors will be appointed
at each Divisional Investment Holding Company (IHC), This statement is made in accordance with a resolution of
which will comprise representation from the Board, Group the Board of Directors dated 20 September 2010.
management, Divisional management and independent
industry experts and professionals to share their expertise
and skills. Board committees of the Divisional IHC’s Board
will also be established to provide more in-depth review
and oversight of the operations. This is expected to be
fully engaged on 1 January 2011.
• Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 49
Dear Shareholders,
as four parcels of land in Teluk Ramunia, Johor for a • Revamp the functional matrix reporting structure
cash consideration of RM515 million. This acquisition and strengthen internal controls in all divisions to
expanded SDE’s yard space to 284 acres from 114 ensure effective oversight over divisions; and
acres, making it Malaysia’s largest fabricator. The • Improve monitoring and oversight of key investments
fabrication capacity increased almost two-fold to by implementing a post-investment review process.
105,000 MT from 55,000 MT.
CORPORAT E SOCIAL RESPON SIBILIT Y
• In April 2010, the Group’s wholly-owned subsidiary, (CSR)
Sime Darby Medical Centre Ara Damansara Sdn
Bhd, completed the purchase of land and building Developing sustainable futures is Sime Darby’s raison
(formerly known as the Asian Neuro & Cardiac d’être, both in terms of business sustainability as well as
Centre) from Bio Science Capital Sdn Bhd for a cash a CSR commitment to our stakeholders. We acknowledge
consideration of approximately RM138.6 million. that with our size, we carry an even greater responsibility
The medical centre will be the third medical facility and we endeavour to create a positive impact in all of our
under the Group, with a licensed bed capacity of operations and initiatives.
220.
Our CSR, in pursuit of the Group’s aim to develop
• In May 2010, the Group’s wholly-owned subsidiary,
sustainable futures, has two facets: The socially relevant
Sime Darby Motor Division Sdn Bhd, entered into
work undertaken by Yayasan Sime Darby (YSD) and Group
an agreement with Sapura Auto Sdn Bhd (a wholly-
CSR and our day-to-day commitment to sustainability in
owned subsidiary of Sapura Resources Berhad), to
carrying out our commercial activities.
acquire an automobile showroom located along
Jalan Tun Razak and related facilities for a cash
In our commercial activities, we are increasingly committed
consideration of approximately RM49 million, to be
to ensuring that we act in a sustainable manner. As part
used as a 4S BMW and Mini centre. The acquisition is
of our commitment to develop sustainable communities,
expected to be completed by FY 2010/2011.
our property development arm has put in motion plans
to develop sustainable townships and communities that
MA JOR DEVELOPMENTS address the sustainable approach. It recently launched
The Group’s other major activities in FY2009/2010 were the ‘Sime Darby Idea House’, an innovative product design
the on-going efforrts to turn around the E&U Division and that showcases green building technology, sustainable
to strengthen corporate governance and internal controls architecture, building material technology and modern
across the Group. methods of construction. Completed in June 2010, the
‘Idea House’ is set to be the first Zero Carbon dwelling in
In September 2009, a Board-level working group, assisted South East Asia.
by independent lawyers and auditors, was established to
review the operations of the E&U Division and to conduct Our largest division, Plantation, is also committed to
an investigation into the delays and cost overruns in the sustainability through its involvement in the RSPO. This is
four E&U projects. set out in more detail in the CSR and Plantation reviews.
On 12 May 2010, the Board took decisive action in In October 2009, Sime Darby contributed to the Padang
response to the findings raised by the working group. The Earthquake Relief. We launched our own Child Protection
President and Group Chief Executive (GCE) was requested Policy in March 2010 as part of a long-term commitment to
to go on an extended leave of absence and Dato’ Azhar address the issues of child safety, protection, abuse and
Abdul Hamid was appointed as Acting President and GCE. well-being.
On 15 July 2010, Dato’ Mohd Bakke Salleh took over as
Acting President and GCE. YSD continued with its quest to promote learning and
knowledge among Malaysians and talents in countries
On 26 May 2010, the Group announced the following where Sime Darby operates. Under its Education pillar,
appointments: it has awarded scholarships and bursaries worth RM76
i. External auditors to review the Group’s million to 1,524 students since 1982 to pursue their studies
organisational and reporting structure; in Malaysia and overseas. YSD awards these scholarships
ii. Independent advisors to conduct forensic audits on and bursaries under its Excellence Scholarship Programme,
the four projects; and ‘Star’ Scholarship Programme, Skill Enrichment
iii. An independent legal firm to conduct follow-through Programme, Public Policy Programme, Bursary Programme
investigations. and PINTAR School Adoption Programme.
As a result of the reviews and investigations conducted,
YSD also pledged support for the SAFE (Stability of
the following measures will be implemented to strengthen
Altered Forest Environment) Project, the world’s largest
governance and internal controls. The following
ecological experiment, and supports the nation’s quest
measures are focused to increase divisional oversight and
for the first Olympic cycling medal by sponsoring the
accountability across the Group:
YSD Track Cycling Team to compete in major tournaments
• Setting up subsidiary boards at the divisional level
worldwide.
with independent directors comprising industry
experts and professionals as well as forming board
committees at the respective subsidiary companies;
54 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 Ch ai r m an ’ s Mes s a g e
To undertake a more focused approach, the E&U My sincere appreciation goes to the distinguished
Division has now been segregated into China and members of the Board and the Supervisory Committees of
non-China operations and two Executive Vice the Group’s business divisions for their support throughout
Presidents have been appointed to oversee the a challenging FY2009/2010. I also wish to express my
respective operations. New appointments have also heartfelt thanks to Sime Darby’s Management team and
been made to key management positions within the employees for their relentless hard work, commitment
E&U Division. and dedication during this difficult time.
ope r at io n s r e v i e w - p l an tati o n
Sarawak
Planted area 40,837 ha
Landbank 48,213 ha
Sabah
Planted area 47,536 ha
Landbank 54,098 ha
Sumatera
Planted area 70,256 ha
Landbank 88,772 ha
Peninsular Malaysia
Planted area 234,200 ha
Landbank 257,543 ha
Kalimantan
Liberia Planted area 133,527 ha
Planted area 7,782 ha Landbank 194,573 ha
Landbank 220,000 ha
Sulawesi
Planted area 4,266 ha
Landbank 4,712 ha
Oil Palm
Crop Production – FFB (in MT) 6,560,033 3,281,095 9,841,128 6,888,596 2,976,158 9,864,754 7,063,844 3,315,776 10,379,620
FFB Processed (in MT)
- Own 6,471,566 3,206,959 9,678,525 6,644,780 2,942,651 9,587,431 6,789,906 3,236,416 10,026,322
- Outside 537,717 588,962 1,126,679 616,000 541,539 1,157,539 809,014 555,658 1,364,672
Total FFB Processed 7,009,283 3,795,921 10,805,204 7,260,780 3,484,190 10,744,970 7,598,920 3,792,074 11,390,994
Hectarage (in Hectares)
- Mature 282,417 182,684 465,101 297,471 178,840 476,311 299,272 177,560 476,832
- Immature 31,737 25,365 57,102 29,279 25,397 54,676 29,831 24,636 54,467
Total planted hectares 314,154 208,049 522,203 326,750 204,237 530,987 329,103 202,196 531,299
FFB Yield per mature hectare 22.32 18.00 20.65 22.87 16.64 20.59 23.60 18.67 21.77
Selangor Selangor Perak Perak Kedah/North Pahang Malacca Negeri Negeri Johor Johor Johor
West Central South 1 South 2 Perak Sembilan 1 Sembilan 2 Central North South
Kalimantan- Kalimantan- Kalimantan- Sumatera- Sumatera- Sumatera- Sumatera- Sulewasi- 2010 2009 2008
Central South West Riau South East Acheh Jambi Central
2.4% 0.8%
7.6%
10.1% 12.2%
14.8%
5.4%
18.4%
54.3% 74.0%
PLANTATION UPSTREAM
Oil Palm
For the year under review, the planted area in Malaysia
stood at 314,154 ha, of which 90 percent were mature
areas. Plantation Malaysia’s operations consist of 131 oil
palm estates, 40 palm oil mills and 3 bulking installations
spread across Peninsular Malaysia, Sabah and Sarawak.
Four percent of the total landbank in Malaysia was
replanted during the year, in line with the Company’s
standing replanting policy.
Malaysia’s actual FFB production for the year under review Mills continued to be upgraded to improve efficiency in oil extraction
produced through anaerobic activities in effluent ponds, as well as higher prices of synthetic rubber arising from
into electricity. The electricity generated through biogas tighter supply of petroleum. World demand for NR is
plants will be channelled back to the mills to power its projected to grow between 2 percent and 4 percent per
operations and also for household use in the estates. annum, while NR prices are expected to trade at their
current levels in FY2010/2011. With higher yield forecasts,
During the year under review, Plantation Upstream rubber operations are expected to improve their results
Malaysia also embarked on an organisational restructuring for FY2010/2011.
in a bid to improve productivity and operational efficiencies
through better supervision. The Division also introduced The Plantation Division has instituted strategic plans for its
a ‘Workers’ Incentive Scheme’, aimed at motivating field rubber business, namely increasing landbank planted with
workers to boost their productivity. rubber, both in Malaysia and abroad, and restructuring its
midstream business.
Rubber
Earnings from rubber operations for the year under review Pl antation Indonesia
totalled RM54.1 million, of which RM45.9 million was
from the estates and the rest from processing activities. For the year under review, Plantation Indonesia’s planted
The combined earnings resulted in a profit of RM8,114 per area totalled 208,049 ha, of which 88 percent or 182,684
ha. ha were mature areas. Plantation Indonesia’s operations
consist of 69 estates, 23 palm oil mills and five bulking
The improved contribution from rubber operations was installations spread across Sumatera, Kalimantan and
mainly attributable to higher natural rubber (NR) prices Sulawesi.
which averaged RM9.07 per kg, on the back of an annual
crop production of 1,554 kg per ha. NR prices, however, The Indonesian operations produced 3.28 million MT of
were quite volatile during the year under review, ranging FFB in FY2009/2010, a 10.2 percent increase compared to
from a low of RM5.13 per kg to a high of RM10.20 per kg. the previous financial year. The actual average yield per
mature ha also increased by 7.93 percent to 18 MT.
The demand for NR will continue to grow in line with the
favourable economic performance of China and India, The higher crop production and yield per mature hectare
were primarily driven by stronger crop recovery as well as
gradual achievement of the yield improvement initiatives
implemented during the year under review and in previous
years. The average yield for the year under review could
have exceeded 18 MT per ha if not for crop losses due
to prolonged floods in PT Guthrie Pecconina in South
Sumatera.
Pl antation Liberia
During the year under review, Downstream Operations Agribusiness & Food
also invested in the Middle East (Abu Dhabi) market and
China. It also penetrated the oils and fats markets in After two years of re-development and investments,
Brazil and Pakistan and increased its sales in India. The the Agribusiness & Foods segment is now in a stronger
Commodities Trading and Marketing Department, which position and poised to make further progress in its
provides trading and marketing assistance to the entire operations, which comprise corn farming and production
Group, facilitated in Plantation Downstream’s entry into and marketing of cooking oils and fruit juices.
many of these new markets.
Sime Darby Fresh Sdn Bhd
The year under review saw some of Plantation (formerly known as Sime Farm Sdn Bhd)
Downstream’s business units receiving external The company successfully stabilised the production
recognition for their achievements, namely: of sweet corn at its farm in Bukit Tangga, Kedah while
• Prime Minister’s Hibiscus Award (Notable Performance improving the yields and quality of the produce. Currently,
in Environmental Performance) – awarded to Sime Sime Darby Fresh’s sweet corn is marketed as a fresh
Darby Jomalina and Sime Darby Kempas, Malaysia product. In September 2010, the company launched
• Yum! KFC Malaysia Supplier of the Year 2009 – awarded processed frozen corn kernel and cut cobs into the market.
to Sime Darby Jomalina, Malaysia This will be followed by a new range of healthy corn kernel
• MSOSH Award 2009 (GOLD CLASS 1) – awarded to snacks by December 2010. The main market for these corn
Sime Darby Jomalina, Malaysia for good occupational products will be the Gulf Cooperation Countries (GCC),
safety and health performance where the demand for sweet corn is high.
• BJC Foods’ (Thailand) Good Performance Supplier
Award 2009 – awarded to Morakot Industries, The year under review also saw the intake of the first
Thailand batch of agropreneurs for the Agropreneur Development
• Cargill’s Grade ‘A’ Supplier 2009 – awarded to Morakot Programme under the Northern Corridor Economic
Industries, Thailand Region (NCER) initiative. The programme, targeted to
produce 600 agropreneurs in five years, is in line with the
The Plantation Division will continue to look for Plantation Division’s Corporate Social Responsibility (CSR)
opportunities globally to further expand its Downstream initiatives. The first batch of 19 agropreneurs completed
business as well as increase its capacity and capability. This their training and became Sime Darby Fresh’s first contract
will be achieved through collaborations with renowned farmers in July 2010. The second batch of 21 agropreneurs
strategic partners, and increased focus on innovation. completed their training in October 2010.
R&D’s Innovation Centres, which can cater to customised
needs and develop new niche products to suit local tastes Sime Darby Beverages Sdn Bhd
around the world, will augment this plan. (formerly known as Golden Hope Food & Beverages Sdn Bhd)
The company’s 500-hectare contiguous pink guava
plantation in Sitiawan, Perak, which started its processing
activities in March 2005, currently commands 15 percent
of the world’s pink guava puree market. The company
targets to increase its global market share for pink guava
puree to 25 percent by 2015.
The year under review also saw a significant improvement Quantum Leap, in line with Sime Darby R&D Centre’s vision
in the mass rearing technique of insect predators of leaf- of converting ‘Waste-to Wealth’, is currently pursuing the
eating pests. More than 10,000 asopin bugs are now able feasibility of producing mannose from palm kernel cake
to be produced every month at the insectary in Banting, (PKC). Ongoing studies on the effectiveness of physical
Selangor and Bombalai in Sabah. This allows strategic and chemical pre-treatments on PKC prior to further
release of these predators to suppress the population of enzymatic hydrolysis were also undertaken.
leaf-eating pests in oil palm estates.
Biotechnology
During the year under review, 15 pairs of the barn owl In the year under review, research was carried out to
(Tyto alba) species from Peninsular Malaysia were sent to improve the efficiency of clonal palm production by
Sabah to start a nucleus population for the breeding and increasing the regeneration rate via media customisation
establishment of barn owls in the state. This biological and liquid cultures. Efforts were also made to develop a
rat control programme will enable estates in Sabah to biomarker for abnormality, to ensure only normal and
gradually reduce the usage of chemical rodenticides. quality clones are produced and planted. Planted clonal
palms are closely monitored by the clonal task force while
Quantum Leap field maintenance is frequently conducted to ensure the
Sime Darby Quantum Leap is entrusted with developing desired traits are obtained.
cutting edge solutions mainly through the use of
biotechnology related tools, focussing not only on oil Between 2006 and early 2010, Sime Darby Biotech
palm research and development but also on creating new Laboratories Sdn Bhd’s laboratories in Port Dickson,
businesses. The approach employed in Quantum Leap Negeri Sembilan and Banting, Selangor produced more
revolves around establishing high technology platforms to than 475,000 clonal palms that were planted on 3,329 ha
examine and apply information derived from the oil palm of land in 26 locations in 19 estates. The two laboratories
genome to develop improved planting materials. have a combined production capacity of 500,000 clonal
palms a year.
The Seed R&D Centre was tasked to evaluate the feasibility
of using a variety of crop seeds from other countries for Breeding
plant breeding purposes in Malaysia. During the year under review, breeding and selection
were expanded to include the utilisation of marker
assisted selection techniques utilising molecular markers
(such as Restriction Fragment Length Polymorphism,
Random Amplified Polymorphic DNA, Amplified Fragment
Length Polymorphism) and microsatellite markers (such as
Simple Sequence Repeat markers and Single Nucleotide
Polymorphism). The molecular marker technology can
assist in achieving more precise selection and breeding
processes.
SDSAS is currently the leader in oil palm seeds and seedling The Plantation Division continued with its implementation
production and marketing in Malaysia. of the various Synergy Value initiatives undertaken in the
previous financial year. The synergy initiatives were:-
Technology Transfer and Advisory Services (TTAS)
During the year under review, TTAS provided agronomic T1 : Optimising Mill Routing and Capacity
and fertiliser recommendation services to 122 oil palm Rationalisation of estates and mills network to
and seven rubber estates belonging to Sime Darby and reduce transportation distance, and upgrading of
external clients in Malaysia, covering an area of 299,164 mills to ensure increased efficiency and utilisation
ha. TTAS personnel were also involved in agro-technical for internal and third party FFB processing.
feasibility studies for agricultural land development in
T2 : Consolidating Estate Management
Sarawak, Indonesia, and Cambodia.
The merger of 24 estates into 12 lead estates
During the same review period, leaf sampling was carried to reduce estate management costs. This will
out on an area totalling 245,206 ha, and the sampling increase the Group’s average estate size to 2,800
team collected 7,710 samples from this exercise. In ha.
addition, comprehensive training on agronomic practices,
66 • Si m e Darby Berhad • An n u al Repor t 2 0 1 0 O p e r at i o n s Rev i e w - Pl antation
As a Malaysian multinational, Sime Darby will fully comply ii. The Group is working with RSPO to develop effective
with the Malaysian Government’s legislation pertaining to measures for the management of riparian areas in
virgin forests where 60 percent of all land in Malaysia has all its plantations in Malaysia, Indonesia and Africa.
been reserved as rainforests. This is perceived to be a challenging area involving
both biodiversity and social issues and involves the
The Group has adopted strict policies and guidelines identification, demarcation and management of
for planting, specifically, no clearing of new land and no riparian buffer zones to ensure a harmonic balance
application of the slash-and-burn method of planting. between oil palm and its surrounding nature.
Smallholders supplying to the Group must adhere to these
regulations. Sime Darby has also developed guidelines Green House Gas Emission Reductions
pertaining to environmental conservation and biodiversity Sime Darby Plantation’s internal commitment is to reduce
enhancement. Green House Gas(GHG) emissions by 20 percent per unit
Gross Domestic Product (GDP) below 2005 levels by 2015.
Environmental Management and Best Practices This commitment is also in support of the Government’s
Peatland aim to reduce 40 percent of GHG emissions by 2020 and
Sime Darby avoids new planting on any form of peat soil. to adopt sustainable technologies and practices that will
This is clearly spelled out in its Sustainable Plantation benefit the country and society at large.
Management System (SPMS).
Total Quality And Environmental Management (TQEM)
In order to ensure that oil palm planted on peat soil in the Plantation has set up its internal Green Technology
past continue to be sustainable, Sime Darby Plantation Team equipped with the relevant expertise to achieve
has undertaken these measures: the above commitment. It is currently reducing methane
i. Ensuring continuous maintenance of water emissions from palm oil mill effluent through entrapment
management through proper water gates and and avoidance processes. The entrapment process is via
spillways. The key to this operation is maintaining biogas plants while the avoidance process is through
water levels in peat areas at 60-75cm below the surface composting.
to minimise accelerated decomposition of dried peat
and the accompanying massive release of carbon as
well as minimising fire risks.
68 • Si m e Darby Berhad • An n u al Repor t 2 0 1 0 O p e r at i o n s Rev i e w - Pl antation
Currently, Sime Darby Plantation has earmarked 23 of its Social and Environmental Impact Assessment (SEIA)
mills for composting projects and 6 for biogas projects. During the year under review, the TQEM Department
Five Clean Development Mechanism projects in five oil mills conducted various Social and Environmental Impact
have been registered with the United Nations Framework Assessments (SEIA) at proposed new project sites
Convention on Climate Change (UNFCCC). These are the including a 10,000 ha area in Liberia. These SEIA went
Pekaka, Lavang, Merotai, Melalap, and Kerdau mills. through vigorous verifications by the TQEM Department
and the reports are currently undergoing inspection and/
Other initiatives to reduce GHG emissions include or approvals by the respective environmental protection
renewable energy and environmental improvement and RSPO authorities.
projects such as sustainable biomass, 3R (Reuse, Reduce,
Recycle) programme and monitoring of the Mill Effluent High Conservation Value (HCV) Assessment at Indonesian
System with Biological Oxygen Demand (BOD) < 20ppm. Operations
During the year under review, Sime Darby Plantation
Social Management and Enhancement engaged independent High Conservation Value (HCV)
As part of the requirements under the RSPO Certification assessors to conduct HCV Assessments for its entire
System standards, Sime Darby embarked on the Indonesian operations. The total areas designated for
formulation of the Gender and Social policies to safeguard protection and enhancement under HCV in both the old
the welfare of its plantation workers and employees. A and new planting areas are expected to be finalised by end
Gender Committee was established in each operating of December 2010.
unit to assist women workers address their issues over
and above providing training on plantation safety and Occupational Safety and Health
health, women’s rights and other pertinent national and For the year under review, the Plantation Division
international issues. continued to implement its safety and health management
programmes in all its Upstream and Downstream
The year under review also saw the formulation of the Operations. This is to provide the necessary safety
Child Protection Policy to safeguard the welfare and rights protection and medical care so that its employees can
of the workers’ children. work safely in a healthy environment. Occupational
accidents continued to be minimal, with some mills
(including Kalumpong) achieving 1 million accident-free
working hours.
ope r at io n s r e v i e w - p ro p er t y
OVERVIE W
To improve the quality of the living environment in the Heights township, equipped with commercial amenities,
Ara Damansara township, Sime Darby Property launched swimming pool, tennis courts and other clubhouse
‘Ara Damansara Safe City Initiative’ during the year under facilities for its residents.
review. The initiative, aimed at creating a safer living
environment for the community, saw the setting up of 22 USJ Heights
units of solar-powered Closed Circuit Televisions (CCTV) USJ Heights is an exclusive guarded residential
as well as the donation of two units of patrol cars and a development in Subang Jaya’s last remaining piece
police station to the Royal Malaysian Police. of prime freehold land totaling 150 acres. It is much
sought after for its mix of architectural types, high-end
The Division’s future development plans in Ara Damansara finishing, exceptional security features and proximity to
include a Community Square comprising retail and shop Subang Jaya’s bustling retail, commercial, education and
offices, Small Office/Home Office (SOHO) units and super recreational centres.
high-end executive suites.
The mixed residential development, when completed, will
Putra Heights comprise 750 units of double-storey and 2-storey designer
During the year under review, the Division launched Royale homes based on six thematic gardens.
Palm Villas I (two and three-storey zero lot villas) and
Royale Palm Villas II (two and two and a half-storey zero A total of 363 units, comprising a mixture of two-storey
lot villas). All of the units, targeting mainly high income and two-and-a half-storey zero lot bungalows, were
earners, have been snapped up. launched during the year under review. The sale of these
new units was encouraging with an average take-up rate
Another signature project in the pipeline is The Glades, of 76 percent within three months of their launch. A total
a new gated and guarded low-density stratified of 83 units of double-storey and 2-storey link houses
development set within a 58-acre site. The mixed called ‘Kayangan Putra’ were handed over to purchasers
residential development consists of 80 units of bungalows, in July 2010.
48 units of semi-detached cluster villas, 56 units of
superlink courtyard villas, 78 units of cluster homes Total turnover and gross profit achieved for the year
(townhouses) and 2 blocks of condominiums. under review were RM120 million and RM25 million,
respectively.
A precinct of its own, The Glades is envisaged to be a
premier self-contained development within the Putra Bukit Jelutong
Bukit Jelutong, an award winning property development
located to the north of Shah Alam, received overwhelming
response for its Pesona 1, 2, 3 homes when all of the 68
units on offer were snapped up. The semi-detached homes
were priced from RM1.5 million to RM3.4 million.
Denai Alam
The award-winning Denai Alam, inspired by the traditional
Malay kampung that stresses on communal living in a
modern neighbourhood, saw an impressive average take-
up rate of 80 percent within two months of its re-launch.
Bandar Bukit Raja 3 Residen creates an ‘energetic and modern lifestyle’ based on an urban
Bandar Bukit Raja, first developed in August 2002 and and contemporary theme that focuses on simplicity and lightness
spanning over 1,683 acres (Stage 1), has to date launched
a total of 4,157 units of residential and commercial
development and attracted over 10,000 residents.
Melawati
Melawati Township, a fully mature 1,200-acre property Hospitalit y and Leisure
development comprising Taman Melawati, Desa Melawati
and Wangsa Melawati, opened for sale 94 units (Block B) Malaysia
of 3 Residen condominium, 240 units of Gaya Apartments During the year under review, PNB Darby Park Executive
and 52 units of Gaya Shops during the year under review. Suites achieved an occupancy rate of 73 percent, slightly
lower than the previous year mainly due to an oversupply
Sales for the Gaya Apartments were encouraging, of rooms in the market. Its deluxe rooms are scheduled to
garnering an average take-up rate of 85 percent within undergo renovations to enable PNB Darby Park Executive
three months of the launch. The Division achieved a Suites to remain competitive in the market.
turnover and gross profit of RM100.2 million and RM27.9
million, respectively, in FY2009/2010 for this township. In 2009, PNB Darby Park Executive Suites was awarded
the ‘Best Hotel Apartment 2009’ by Libur/Karangkraf
Nilai magazine and ‘One of Malaysia’s Best Restaurants’ by
During the year under review, 26 units of double-storey Malaysia Tatler magazine.
detached houses were handed over to homebuyers. Two
phases of double-storey link houses totalling 108 units Sime Darby Convention Centre (SDCC), meanwhile,
and 73 units of double-storey semi-detached homes were continued to exceed expectations, surpassing the previous
also successfully completed. year’s performance. Banquets contributed 76 percent of
total revenue, with the majority of events coming from
New launches during the financial year under review seminars and social events. During the year under review,
included Wayan Sari (44 units of double-storey semi- China Treasures re-opened after expansion and renovation
detached homes) and 42 units of Impian Avenue double- works were completed, adding an open kitchen and several
storey shop offices. private rooms.
For FY2009/2010, the Division recorded a revenue of Following its tremendous success, the management
RM101 million and a gross profit of RM38 million for the opened a new China Treasures restaurant specialising
Nilai township. in steamboat and seafood at the Kuala Lumpur Golf &
Country Club in March 2010.
72 • Si m e Darby Berhad • An n u al Repor t 2 0 1 0 O p e r at i o n s Rev i e w - Prope r ty
S trateg ic I nvestments & Artist’s impression of the bird’s eye view of the 1,053mu development in
International Business Weifang, China
Malaysia
The Oasis Square project, a mixed commercial-service
apartment development on a 15.78-acre plot of freehold
land in Ara Damansara, is being developed by Sime Darby
Brunsfield Holding Sdn Bhd. This joint-venture project
will feature corporate offices, office suites, retail lots,
serviced apartments and F&B outlets. Oasis Square has
been meticulously planned to dynamically integrate
business, living, retail and entertainment elements.
During the year under review, the Sime Darby Idea House
received the Cityscape Best Developer award in the
Green Development (Future) Category from Cityscape
Singapore.
The Sime Darby Idea House in Denai Alam is a socially, economically, and
environmentally responsive prototype dwelling that will provide an insight
into future tropical living
• Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 75
ope r at io n s r e v i e w - i ndustri al
OVERVIE W
MALAYSIA
NEW CALEDONIA
ope r at io n s r e v i e w - m oto rs
The Motors Division delivered sterling results for the year For the year under review, operations in Singapore
under review and closed on a positive note as the various displayed exceptional performance predominantly due to
markets it engaged in emerged from the economic crisis. the strong performance of the BMW franchise. Its state-
Improved confidence and stability, coupled with new of-the-art showroom and service facility, which opened in
model launches, fueled consumer demand which resulted the previous year, is the hallmark of BMW’s brand in the
in the Division showing its best results since inception. region and plays a significant role in increasing BMW’s
brand presence and sales performance.
Measures undertaken in previous years which led to
a leaner and more efficient organisation, such as the Although the Motors Division’s operations performed
consolidation of assembly operations in Kulim, Kedah, exceptionally well thus far, the Singapore operations face
resulted in the freeing up of assets and these one-time a huge challenge moving forward as the number of COEs
gains further boosted results for the year. Additionally, (Certificates of Entitlement) being issued by the Singapore
as part of the management enhancement and leadership Government is forecast to be significantly reduced. The
renewal, a new generation of leaders were appointed likely impact of this reduction on the automotive market
during the year to take the Division into its next level of in Singapore is a greater shift towards the luxury segment
development. which will prove challenging for the Ford and Peugeot
brands. The Singapore team is taking the necessary
MALAYSIA actions to adjust to this expected market movement.
The Division is confident that this challenge will not be
The Malaysian operations saw a vast improvement in insurmountable.
performance as a result of strategic acquisitions in the
previous year to strengthen its business base. New CHINA
model launches from BMW, Hyundai and Ford were well
received and boosted sales. With the consolidation of Underpinned by strong economic fundamentals, the
assembly operations at the Inokom plant in Kulim, much vehicle market in China has grown to become the largest
effort has been put into improving the plant’s utilisation in the world. For BMW AG, the China market is now its
by increasing both the volume and models assembled at third largest in the world and plans are afoot for its second
Inokom. plant to be set up. On the back of this development, the
Division’s BMW dealerships in China continued its stellar
In line with Motors Division’s strategy to focus on luxury performance of yesteryears and grew both in terms of
brands and distribution, it had during the year under volume and profitability.
review acquired the Porsche franchise. In March 2010,
Sime Darby became the sole and exclusive importer of In the year under review, the Division further expanded
Porsche vehicles and parts. Although the impact of this its BMW network in China with the opening of a second
new business is not reflected in the results for the year dealership in Kunming. This network will be further
under review, the Division expects a strong contribution enlarged with the opening of two new BMW dealerships
from the Porsche franchise in the future.
Sime Darby adds the Porsche franchise to its stable in March 2010
78 • Si m e Darby Berhad • An n u al Repor t 2 0 1 0 O p e r at i o n s Rev i e w - M otors
THAILAND
CONCLUSION
The plans and actions taken by the Division thus far have
enabled the achievement of sterling results as well as
the provision of a strong platform for sustainable profits
and growth. This can be attributed to dedicated and
experienced leaders in a structure that provides close
focus for its operations in each country, and the strong
support of key partners.
Overview
During the year under review, SST established a Despite the slowdown in the oil and gas industry in
centralised Radio Frequency (RF) Calibration Service Singapore, Mecomb Singapore continued to strengthen
Centre in Penang. This effectively expanded SST’s base in its relationships with major customers in the rig
the telecommunications and technology-based industries, manufacturing industry through offers of compressor
making it the largest accredited commercial RF calibration skids, integrated mechanical equipment packages and
centre in the region. value-added services.
The company also made inroads into the automotive, Taking advantage of the stimulus package by the
healthcare and food industries as well as into research Singapore government, which resulted in an upturn in
institutes. The year under review also saw the development construction activities, Mecomb Singapore increased its
of markets in the aviation industry as a result of the rapid sale of electrical components to low-voltage switchboard
expansion of full-fledged and budget airline operators, manufacturers. The company also benefited from the
translating into higher demand for calibration needs Singapore government’s continued investment in
within the industry. SST expects the manufacturing sector infrastructure with the supply of tunnel fans for the new
to remain the main engine of growth in FY2010/2011 Mass Rapid Transit (MRT) Circle line.
with technology-based industries leading the pack.
The company continues to be the leading accredited During the year under review, Mecomb Singapore
commercial calibration service provider in the country. also supplied and implemented a multi-million-dollar
intelligent car parking system at the Marina Bay Sands
Mecomb Integrated Resort. This system guides and assists motorists
Mecomb Malaysia’s mechanical and electrical businesses to promptly locate available parking spaces.
grew in line with the economic recovery during the year
under review. The company also rode on the electronics Notwithstanding the political uncertainty in Thailand,
upswing which boosted sales of its Surface Mount Mecomb Thailand reaped the benefits of its earlier efforts
Technology (SMT) machines. Sales to the medical to grow a dealer network for electrical components. Sales
diagnostics and pharmaceutical research industries showed a marked improvement in the final quarter of the
continued to grow steadily while its material testing year under review, increasing by 20 percent against the
business remained strong in FY2009/2010. preceding quarter.
Power Generation
For the year under review, all three power plants belonging
to Port Dickson Power Berhad (PDP), Sime Darby Power
Co Ltd (SDPC) and Sime Darby LCP Power Co Ltd (SDLP)
continued to be in excellent availability conditions.
The Power business unit’s financial results improved
substantially in FY2009/2010 compared to the previous
financial year due to the full-year recognition of SDLP’s
financial results. The low-base effect of FY2009/2010
results, which were relatively weaker as a result of PDP’s
one-off windfall tax payment of RM29.3 million to the
Government in FY2008/2009, had also contributed to the
improvement.
Weifang Sime Darby Port increased its throughput to 12.44 million tonnes Por ts & Logistics
from 9.7 million tonnes
Malaysia
The Group is currently reviewing the abstraction of
groundwater in Malaysia.
China
During the year under review, Weifang Sime Darby
Water Co Ltd (WSDW) commenced the construction of a
second water treatment plant which was expected to be
completed in the third quarter of 2010. The additional
facility will increase capacity to 140,000m3/day from
the current 80,000m3/day, with the goal of producing
200,000m3/day by 2015.
ope r at io n s r e v i e w - h ealthcare
Sime Darby Medical Centre Subang Jaya In the field of Continuing Medical Education, SDH
In October 2009, its flagship hospital, Sime Darby Medical organised a number of seminars for its own and external
Centre Subang Jaya (SDMC SJ), earned the prestigious medical professionals during the year under review.
Joint Commission International (JCI) accreditation for The major one was held on 2 May 2010 with the world-
meeting the international healthcare quality standards renowned Cedars-Sinai Medical Center of USA, centering
for patient care and organisation management. SDMC SJ on the topic of orthopedic-oncology. On the local front,
became the first JCI-accredited hospital in Selangor and SDMC SJ and the Ministry of Health Malaysia organised a
the fourth in Malaysia to earn this prestigious international Clinical Practice Guidelines seminar on dengue awareness
accreditation. for doctors to help curb the dengue outbreak.
In the same month, SDMC SJ also attained accreditation for Sime Darby Specialist Centre Megah
its medical laboratory under the MS ISO 15189 standards Sime Darby Specialist Centre Megah (SDSC Megah) was
for quality and competence. The laboratory became the officially launched in August 2009 as the second SDH
first centre in the country to be accredited with MS ISO medical facility in the Klang Valley. Formerly known as
15189 for Cytogenetics. Megah Medical Specialists Group, this multi-disciplinary
specialist day-surgery centre provides a wide range of
medical and surgical specialties, and is supported by
modern operating theatres, a laboratory, imaging facilities
and a full-fledged pharmacy.
Expansion Plan
During the year under review, SDH announced an
investment estimated at RM240 million for Sime Darby
Medical Centre Ara Damansara, which was acquired in
April 2010 and scheduled to open in mid-2011. It will be
SDH’s third medical facility in the Klang Valley.
The year under review also saw SDH officially launch its
first representative office in Medan, Indonesia on 26
February 2010. The opening of the office, which serves
as a medical travel assistance and information centre,
cemented SDH’s commitment and desire to play a greater
role in the healthcare industry in Indonesia.
Bedding
Consumer Produc ts
Logistics
February 1977: Tun Tan Siew Sin (third from left), the first Malaysian Chairman
of Sime Darby listening to an explanation by H.P Henry Lee, Managing
Director of Harpers International (second from left). On the far left is K.K. Au,
Managing Director of BMW Concessionaires (H.K.) Ltd
86 • Si m e Darby Berhad • An n u al Repor t 2 0 1 0
The late Tun Tan Siew Sin (right) the first Malaysian Chairman of
Sime Darby, pointing to the original T-Model Ford. On his right is
H.P Henry Lee, Managing Director, Harpers International Ltd
• Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 87
cor por at e s o c i al r e s po n si bi li t y
OVERVIE W
HOW CSR IS MANAGED IN SIME DARBY Conservation of the Environment & Protection of
Ecosystems
At Sime Darby, CSR is embedded into the corporate DNA
through strategies, frameworks, policies and initiatives Tabin Wildlife Reserve
that are conceptualised, developed and managed by Established in 1988, the Tabin Wildlife Reserve covers an
various functions across the Group. area of over 120,000 ha in the Dent Peninsula of Sabah
(Lahad Datu and Kinabatangan Districts). Tabin Wildlife
To ensure that Sime Darby’s CSR strategy is both cohesive Reserve is blessed with various kinds of terrain, from
and measureable, four pillars have been identified- brackish water swamps and gently undulating lowlands
Environment, Community, Education and Sports - to to mountain peaks of up to 1,878 feet, dissected by deep
streamline and channel its initiatives. ravines and steep-sided river valleys. The area is also rich in
biological resources, boasting various species of flora and
Each of these four pillars has internal and external facing fauna which include eight of Sime Darby’s Big 9 animals,
elements to ensure that Sime Darby’s initiatives are other species of birds, reptiles, river fishes and primates.
not only balanced but also address the needs of all its
stakeholders. To sustain this initiative, Yayasan Sime Darby pledged
RM2.3 million for two years to support the Sabah Wildlife
For the year under review, Sime Darby committed over Department fund a variety of activities to ensure the
RM69 million towards its CSR initiatives. These ranged protection and preservation of the flora and fauna of
from one-off donations for philanthropic causes to long- the Tabin Wildlife Reserve. These include improving the
term multidisciplinary programmes and projects. standards of recruitment, benefits, accommodation and
training of the rangers at the Reserve and promoting
The initiatives highlighted here are samples of some of the scientific research aimed at greater understanding of the
projects that Sime Darby has embarked upon or that have Tabin ecosystem.
been significantly enhanced during the financial year.
88 • Si m e Darby Berhad • An n u al Repor t 2 0 1 0 Co r p o r ate So ci al Re s p o n s ib ility
Mangrove Brigade
To raise awareness on the importance of conserving the
mangrove ecosystem and its co-relation to humankind,
Sime Darby Plantation launched the Mangrove Brigade
in February 2009. A group of 32 students from Sekolah
Menengah Kebangsaan Ladang Barat and Sekolah Rendah
Jenis Kebangsaan Tamil Ladang Barat - both located on
The Sumatran Rhino (Dicerorhinus Sumateransis)
Carey Island - participated in various awareness building
and rehabilitation activities throughout the year.
Corporate Social Respo nsib ility • Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 89
Yayasan Sime Darby hopes that the support given will help
Khoo build and improve his game and professional ranking,
whilst also encouraging other talented youths to pursue a
career in competitive tennis or other sports.
Sime Darby Football Club The Sime Darby Football Club Team in jubilation after emerging as
Established in March 2010, the Sime Darby Football Club champions of the FAM League 2010
(SDFC) started the season competing in the Football
Association of Malaysia (FAM) League. SDFC aims to set In the 14-game season of the FAM League 2010, SDFC
a new benchmark for the local professional football arena emerged league champion with 11 wins, 3 draws and 0
and aspires to help form the nucleus of the Malaysian loss. Moving forward, the team strives to perform even
national team in the future. better at the Premier League next season.
EDUCATION
Humana Programme
Sime Darby has over 200 estates spanning across
Peninsular Malaysia, Sabah, Sarawak and Borneo. Some
of the estates are located in remote areas where the
children of plantation workers may not have easy access
to schools, while the children of foreign workers face the
added difficulty of not being eligible to attend national
schools in Malaysia. To remedy the situation, Sime Darby
collaborated with the Humana Child Aid Society of Sabah
to develop the Humana Programme that aims to reach out
to underprivileged foreign children who are presently
unable to attend government schools. It is also to ensure The students who participated in the Young Enterprise Programme
that these children are not left out in the field of education
and co-curricular activities. This is in accordance with the
Sponsorship for AMCHAM’s Young Enterprise Programme
United Nation’s Convention on the Rights of the Child, i.e.
Sime Darby Industrial participated in the American
the right to education. Since 2008, 11 learning centres
Chamber of Commerce (AMCHAM) Young Enterprise
have been set up, providing education to more than 1,000
Programme by sponsoring a school, SMK Pusat Bandar
children.
Puchong 1. Through the sponsorship programme, the
students learned how to set up a ‘mini company’ at their
Management Apprenticeship Programme (MAP)
school and consequently gain some hands-on experience
Sime Darby Management Apprenticeship Programme
by managing it as a business enterprise.
(MAP) is an initiative to support the government’s effort
to reduce unemployment rate amongst graduates. This
SPOR TS
one-year graduate employability programme serves as a
platform for unemployed graduates to undergo on-the-
Sime Darby Bayuemas Sports Complex
job training within the Sime Darby Group while waiting for
Developed and constructed by Sime Darby Property,
other permanent job opportunities.
the Bayuemas Sports Complex in Pandamaran, Klang is a
world class complex that caters to both cricket and lawn
Newspaper-in- Education : Series of Creative Workshop
bowl enthusiasts. As one out of only 11 accredited cricket
Sime Darby Property, in collaboration with The New
facilities in the country, the facility is capable of hosting
Straits Times’ Newspaper-in-Education (NIE), organised a
national and international tournaments.
series of creative workshop for 50 selected students from
13 of its adopted schools. The participants took part in
National Cricket Development Programme
various activities that were designed to foster and bring
In an effort to promote the development of sports in
out leadership and communication skills, build trust,
Malaysia, Yayasan Sime Darby pledged to help fund the
promote teamwork and confidence.
Malay Cricket Association of Malaysia (MCAM)’s National
Cricket Development Programme. The Programme aims to
introduce cricket to youths throughout the nation, while
scouting cricket players from different parts of Malaysia to
form a team to participate in the Under–12 Elite National
Competitions.
96 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0
10 August 2009
Official Launch of Yayasan Sime Darby
Yayasan Sime Darby (YSD) was officially launched as part of the Group’s
continued effort and greater commitment towards Corporate Social
Responsibility. With an annual funding of RM50 million to RM100 million,
YSD will be involved in five core activities, namely community development;
education; youth, sports & recreation; arts & culture, and; environmental
conservation and ecosystem protection.
16 August 2009
Official Opening of Sime Darby Specialist Centre Megah
Sime Darby Specialist Centre Megah, Sime Darby Healthcare’s second
medical facility in the Klang Valley, was officially opened by Chairman of
Sime Darby Medical Centre Subang Jaya, Yang Amat Mulia Tengku Datuk
Seri Ahmad Shah Al-Haj ibni Almarhum Sultan Salahuddin Abdul Aziz Shah
Al-Haj. Formerly known as Megah Medical Specialists Group, this multi-
disciplinary specialist day-surgery centre is positioned to become a centre
of excellence for women’s health.
12 Oc tOBER 2009
Sime Darby Property Wins The Edge Top Property Developers Award
Sime Darby Property won The Edge Malaysia’s Top Property Developers
Awards 2009, making it the No.1 property developer in the country. The
award is a testament of Sime Darby Property’s successful strategies in
implementing various projects amidst the economic gloom that enveloped
the property market in the last financial year.
23 November 2009
5th Lecture Series – Mohan Munasinghe
The Fifth ‘Developing Sustainable Futures Lecture Series’ was graced by
Professor Mohan Munasinghe, the co-recipient of the 2007 Nobel Peace
Prize and Vice Chairman of the United Nations Intergovernmental Panel on
Climate Change ( IPCC). Prof Munasinghe lectured on the topic, ‘Sustainable
Development – Walking the Talk’ .
21 JANUARY 2010
New Headquarters for China Engineers Limited (CEL) Xinjiang
CEL Xinjiang signed an agreement with the Urumchi Economic and
Technical Development Zone Committee to acquire land for its new Urumchi
Headquarters. CEL Committee was represented by its Managing Director,
Jeffri Davidson, while the Urumchi Economic and Technical Development
Zone Committee was represented by its representative, Mr Hu Guo Qiang.
Corporate Diar y • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 97
2 FEBRUARY 2010
Sime Darby Industrial Delivers its 1,000th Malaysian-Made Terberg
Terminal Tractors
Sime Darby Industrial (SDI) delivered its 1,000th Malaysian-made
Terberg terminal tractors to Port of Tanjung Pelepas (PTP) in Johor.
More than 1,000 Malaysian-made Terberg terminal tractors have been
manufactured and distributed by SDI around the Asia Pacific, as well as
exported to destinations such as China, Turkey and Morocco.
4 March 2010
Launch of Sime Darby Football Club
Sime Darby Football Club (SDFC) was officially launched and made its
debut in the FAM League 2010. At the end of the season, SDFC emerged
champions with 11 wins, 3 draws and no loss. SDFC will play in the Premier
League for the 2011 season.
12 March 2010
Sime Darby Property Presented With Frost & Sullivan’s ‘Green Builder of the
Year’ Award
Sime Darby Property was presented with the 2010 Frost & Sullivan ‘Green
Builder of the Year’ Award for showing outstanding achievement in Malaysia
in 2009. The award was based on Sime Darby Property’s innovation and
effective implementation of building construction methodologies as well as
project integration with existing surroundings and infrastructure.
15 March 2010
Sime Darby Motors officially appointed Porsche importer in Malaysia
Porsche Asia Pacific Pte Ltd announced the official appointment of Sime
Darby Auto Imports Sdn Bhd (Auto Imports), a wholly-owned subsidiary of
Sime Darby, as the sole and exclusive importer of Porsche cars in Malaysia.
16 MARCH 2010
Grand Opening of Yunnan Bow Yue Vehicle Trading Co Ltd
The 9th BMW authorised dealer in China under Sime Darby Group, Yunnan
Bow Yue Vehicle Trading Co Ltd, held its grand opening ceremony in April
2010 in Kunming, Yunnan Province in China.
18 March 2010
Launch of Child Protection Policy
Raja Permaisuri Agong, Tuanku Nur Zahirah, officially launched the
Group’s Child Protection Policy which is aimed at raising awareness among
employees on issues pertaining to child safety in the Group’s operations.
Sime Darby became the first corporate body in Malaysia to pledge a child
safe environment in all of its operations.
98 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 Co r p o r ate Dia r y
24 March 2010
Sime Darby Plantation Showcases its B5 Biodiesel
Sime Darby Plantation showcased its B5 biodiesel (5 percent palm oil
blend in petroleum diesel) to the public in preparation for the mandatory
implementation of biodiesel usage in the central region of Peninsular
Malaysia beginning June 2011. Minister of Plantation Industries and
Commodities, Tan Sri Bernard Dompok, graced the occasion which was held
at Sime Darby Biodiesel plant in Carey Island.
1 April 2010
Sime Darby Property’s ‘Idea House’ Unveiled
Sime Darby Property Berhad, in its journey towards carbon neutrality,
signed technical collaborative agreements with some of the world’s leading
green technology and solution providers for the Sime Darby Idea House
project. It is set to be a benchmark in sustainable design that will create
Southeast Asia’s first carbon-neutral residence that minimises mankind’s
impact on the environment and depleting natural resources.
20 April 2010
21 April 2010
Sime Darby Property Participates in Government’s Initiative to Reduce
Crime
Sime Darby Property took the lead in the Government’s initiative to reduce
street crimes by contributing three patrol cars and three motorcycles to the
Royal Malaysian Police. The three Hyundai Starex, which were converted
into mobile police stations, and the three motorcycles will be used for
street patrolling. The vehicles were handed over to Dato’ Khalid Abu Bakar,
Chief Police Officer of Selangor at a ceremony witnessed by YB Dato’ Seri
Hishammuddin Tun Hussein, Minister of Home Affairs.
12 June 2010
Mangrove Replanting Project on Carey Island
Sime Darby Plantation’s mangrove replanting initiative on Carey Island,
Selangor took off with the planting of more than 150 new seedlings along
the shores of the island. It was a three-party collaboration involving
Plantation’s R&D Centre, KPMG Malaysia and Forest Research Institute
Malaysia (FRIM).
30 June 2010
Tractors Singapore Wins Caterpillar’s Top Asia Pacific Systems Dealer Award
for the Third Time
Tractors Singapore won for the third time the ‘Top Asia Pacific Systems
Dealer Award’ for achieving the Highest Engine Sales (Dollars) in 2009.
• Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 99
Sime Sembawang Engineering Sdn Bhd Guntong B jacket sails out from the Pasir
Gudang yard in 1987
• Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 101
stat e m e n t o n d i r ec to rs’ re sp o n si bi li t y
CONTENTS
Financial Statements
d ir ec tor s ’ r e p o r t
for the FINANCIAL year ended 30 june 2010
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 2010.
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 46 to the financial statements.
The principal activities of the Group are divided into six businesses namely, Plantation, Property, Industrial, Motors, Energy
& Utilities and Healthcare & Others.
There was no significant change in the nature of these activities during the financial year.
Financial Results
The results of the Group and of the Company for the financial year ended 30 June 2010 are as follows:
Group Company
RM million RM million
Profit before tax 1,741.5 1,196.4
Tax expense (886.7 ) (5.4 )
Profit for the year 854.8 1,191.0
Attributable to:
Ordinary equity holders of the Company 726.8 1,191.0
Minority shareholders 128.0 –
Profit for the year 854.8 1,191.0
Dividends
Since the end of the previous financial year, the Company has paid the following dividends:
RM million
a. Final single tier dividend of 15.3 sen per share paid on 15 December 2009 in respect of the
financial year ended 30 June 2009; and 919.4
b. Interim single tier dividend of 7.0 sen per share paid on 10 May 2010 in respect of the financial
year ended 30 June 2010 420.7
The Board recommends the payment of a final single tier dividend of 3.0 sen per share which is not taxable in the hands
of the shareholders pursuant to paragraph 12B of Schedule 6 of the Income Tax Act 1967 for the financial year ended 30
June 2010 amounting to RM180.3 million. Subject to the approval of the shareholders at the forthcoming Annual General
Meeting of the Company, the final single tier dividend will be paid on 15 December 2010.
All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.
There were no issuances of shares and debentures during the financial year.
104 • Si m e Darby Berhad • An n u al Repor t 2 0 1 0 Di re c to r s ’ Re por t
The major changes in Group composition during the financial year are as follows:
Plantation
a. On 4 December 2009, Sime Darby Plantation Sdn Bhd acquired 50,000 ordinary shares of RM1.00 each representing the
entire equity interest in Nature Ambience Sdn Bhd (NASB), a company with rights to invest and develop approximately
26,211 hectares of Native Customary Rights lands located in Kapit and Julau, Sarawak, for RM16.8 million. NASB will be
principally involved in the cultivation of oil palm and processing of palm oil and palm kernel.
Property
b. On 16 December 2009, Sime Darby Property Berhad completed the disposal of its 100% equity interest in Caring Skyline
Sdn Bhd for a total consideration of USD20.0 million (equivalent to RM68.3 million). The Group registered a gain of
RM40.3 million on this disposal.
c. On 26 January 2010, Sime Darby Property Berhad (SDPB) entered into a Subscription and Shareholders’ Agreement with
Sunrise Berhad to form a 50:50 joint venture (Joint Venture) through Baywood Avenue Sdn Bhd (now known as Sime
Darby Sunrise Development Sdn Bhd). The Joint Venture will undertake the development of 20.9 acres of land in SDPB’s
Bukit Jelutong Township, Shah Alam, Selangor which was acquired from Augsburg (M) Sdn Bhd (now known as Sime
Darby Augsburg (M) Sdn Bhd) on the same date for a consideration of RM114.1 million.
Motors
d. On 23 December 2009, Shenzhen Bow Chuang Vehicle Trading Company Limited acquired the remaining 30% equity
interest in Shenzhen Sime Darby Motor Enterprises Company Limited for a total consideration of RMB58.8 million
(equivalent to RM29.9 million).
e. On 21 July 2009, Sime Darby Energy Sdn Bhd completed the disposal of its 100% equity interest in Sime Darby Power
Link Sdn Bhd for a total consideration of RM15.8 million and registered a gain of RM8,598.
f. On 16 September 2009, Sime Link Sdn Bhd (now in members’ voluntary liquidation) completed the disposal of its entire
equity interest of 33.33% in Asian Composites Manufacturing Sdn Bhd for a total consideration of USD12.0 million
(equivalent to RM41.9 million). A gain of RM3.8 million was recognised on this disposal.
g. On 18 November 2009, Sime Darby Healthcare Sdn Bhd acquired the entire issued and paid-up share capital of Sime
Darby Medical Centre Ara Damansara Sdn Bhd (SDMC AD) comprising 2 ordinary shares of RM1.00 each. On the same
date, SDMC AD entered into a sale and purchase agreement to acquire a building for RM138.6 million to be used as a
medical centre. The acquisition was completed on 16 April 2010.
Directors
The Directors who have held office since the date of the last Report are as follows:
Directors (continued)
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 5 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 is a member, or with a
company in which he has a substantial financial interest except for any benefits which may be deemed to have arisen from
the transactions disclosed in Note 42 to the financial statements.
According to the Register of Directors’ Shareholdings, particulars of interests of Directors who held office at the end of the
financial year in shares of the Company, and participatory interests made available by a subsidiary of the Company during
the financial year covered by the financial statements are as follows:
No other Director in office at the end of the financial year held any shares in the Company or shares in, debentures of or
participatory interest made available by its subsidiaries during the financial year.
106 • Si m e Darby Berhad • An n u al Repor t 2 0 1 0 Di re c to r s ’ Re por t
a. Before the Income Statements and Balance Sheets of the Group and of the Company were made out, the Directors took
reasonable steps:
i. to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance
for doubtful debts, and satisfied themselves that all known bad debts had been written off and that adequate
allowance had been made for doubtful debts; and
ii. to ensure that any current assets, which were unlikely to realise in the ordinary course of business, their values as
shown in the accounting records of the Group and of the Company, have been written down to amounts which they
might be expected to realise.
b. At the date of this Report, the Directors are not aware of any circumstances:
i. which would render the amount written off for bad debts or the amount of the allowance for doubtful debts in the
financial statements of the Group and of the Company inadequate to any substantial extent; or
ii. which would render the values attributed to current assets in the financial statements of the Group and of the
Company misleading; or
iii. which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and
of the Company misleading or inappropriate.
i. there are no charges on the assets of the Group and of the Company which have arisen since the end of the financial
year to secure the liability of any other person; and
ii. there are no contingent liabilities in the Group and in the Company which have arisen since the end of the financial
year other than those arising in the ordinary course of business.
d. At the date of this Report, the Directors are not aware of any circumstances not otherwise dealt with in the Report or
financial statements which would render any amount stated in the financial statements misleading.
e. No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve
months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the
ability of the Group and of the Company to meet their obligations as and when they fall due.
i. the results of the operations of the Group and of the Company during the financial year were not substantially
affected by any item, transaction or event of a material and unusual nature except as disclosed in the notes to the
financial statements; and
ii. no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the
financial year and the date of this Report which is likely to affect substantially the results of the operations of the
Group and of the Company for the financial year in which this Report is made.
The Company’s immediate and ultimate holding companies are Permodalan Nasional Berhad, a public company limited by
shares, and Yayasan Pelaburan Bumiputra, a company limited by guarantee, respectively. Both companies are incorporated
in Malaysia.
Auditors
Signed in accordance with a resolution of the Board of Directors dated 20 September 2010
Income Statements
For the financial year ended 30 June 2010
Note :
N/A – denotes Not Applicable, as there are no potential dilutive ordinary shares
108 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
CURRENT ASSETS
Inventories 25 5,216.5 5,626.7 – –
Property development costs 26 2,138.3 1,840.9 – –
Trade and other receivables 23 5,087.1 5,908.8 0.3 850.2
Prepayments 601.2 376.8 – 1.9
Tax recoverable 552.6 593.0 38.8 40.0
Cash held under Housing Development
Accounts 27 542.1 327.5 – –
Bank balances, deposits and cash 28 4,491.2 3,310.0 321.5 300.5
18,629.0 17,983.7 360.6 1,192.6
Non-current assets held for sale 29 10.5 58.5 – –
TOTAL ASSETS 37,577.6 35,439.9 14,783.4 12,977.6
EQUITY
Share capital 30 3,004.7 3,004.7 3,004.7 3,004.7
Reserves 31 17,445.4 18,380.1 7,956.0 8,105.1
ATTRIBUTABLE TO EQUITY HOLDERS
OF THE COMPANY 20,450.1 21,384.8 10,960.7 11,109.8
Minority interests 680.8 621.0 – –
TOTAL EQUITY 21,130.9 22,005.8 10,960.7 11,109.8
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 109
CURRENT LIABILITIES
Trade and other payables 36 7,123.4 6,345.7 22.7 17.3
Deferred income 35 63.4 74.9 – –
Borrowings 32 3,302.3 3,594.2 1,800.0 1,850.5
Tax payable 331.4 388.2 – –
Provisions 33 519.8 204.3 – –
11,340.3 10,607.3 1,822.7 1,867.8
TOTAL LIABILITIES 16,446.7 13,434.1 3,822.7 1,867.8
Group Company
Attributable
to equity
Share holders of the Minority Total Share Total
capital Reserves Company interests equity capital Reserves equity
2010
At 1 July 3,004.7 18,380.1 21,384.8 621.0 22,005.8 3,004.7 8,105.1 11,109.8
Currency translation
differences:
- subsidiaries – (289.3 ) (289.3 ) (7.9 ) (297.2 ) – – –
- jointly controlled entities – (17.1 ) (17.1 ) – (17.1 ) – – –
- associates – (7.7 ) (7.7 ) – (7.7 ) – – –
Share of reserves of
associates – 0.7 0.7 – 0.7 – – –
Income and expense
recognised
directly in equity – (313.4 ) (313.4 ) (7.9 ) (321.3 ) – – –
Profit for the year – 726.8 726.8 128.0 854.8 – 1,191.0 1,191.0
Total recognised income and
expense for the year – 413.4 413.4 120.1 533.5 – 1,191.0 1,191.0
Issue of shares in subsidiaries – – – 27.7 27.7 – – –
Acquisition of additional
interest from minority
shareholders – (8.0 ) (8.0 ) (23.5 ) (31.5 ) – – –
Deregistration of a subsidiary – – – (0.2 ) (0.2 ) – – –
Dividends paid (Note 11) – (1,340.1 ) (1,340.1 ) (64.3 ) (1,404.4 ) – (1,340.1 ) (1,340.1 )
At 30 June 3,004.7 17,445.4 20,450.1 680.8 21,130.9 3,004.7 7,956.0 10,960.7
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 111
Group Company
Attributable
to equity
Share holders of the Minority Total Share Total
capital Reserves Company interests equity capital Reserves equity
2009
At 1 July 3,004.7 18,663.9 21,668.6 536.3 22,204.9 3,004.7 9,180.5 12,185.2
Currency translation
differences:
- subsidiaries – (276.3 ) (276.3 ) 37.0 (239.3 ) – – –
- jointly controlled entities – 1.8 1.8 – 1.8 – – –
- associates – 24.2 24.2 – 24.2 – – –
Income and expense
recognised
directly in equity – (250.3 ) (250.3 ) 37.0 (213.3 ) – – –
Profit for the year – 2,280.1 2,280.1 60.7 2,340.8 – 1,223.2 1,223.2
Total recognised income and
expense for the year – 2,029.8 2,029.8 97.7 2,127.5 – 1,223.2 1,223.2
Issue of shares in subsidiaries – – – 55.3 55.3 – – –
Acquisition of a subsidiary – – – 3.1 3.1 – – –
Acquisition of additional
interest from minority
shareholders – (15.0 ) (15.0 ) (3.5 ) (18.5 ) – – –
Capital repayment by a
subsidiary – – – (0.2 ) (0.2 ) – – –
Deregistration of subsidiaries – – – (0.1 ) (0.1 ) – – –
Dividends paid (Note 11) – (2,298.6 ) (2,298.6 ) (67.6 ) (2,366.2 ) – (2,298.6 ) (2,298.6 )
At 30 June 3,004.7 18,380.1 21,384.8 621.0 22,005.8 3,004.7 8,105.1 11,109.8
An analysis of the movements in each category within reserves is set out in Note 31 to the financial statements.
112 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group Company
Note 2010 2009 2010 2009
1 Basis of Preparation
a. General
The Company is principally an investment holding company. The principal activities of the subsidiaries, jointly
controlled entities and associates are as stated in Note 46 to the financial statements.
The principal activities of the Group are divided into six businesses namely, Plantation, Property, Industrial, Motors,
Energy & Utilities and Healthcare & Others.
There was no significant change in the nature of these activities during the financial year.
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.
The financial statements are presented in Ringgit Malaysia (RM) which is the Company’s functional and presentation
currency. All values are rounded to the nearest million (RM million) unless otherwise stated.
b. Accounting standards and interpretations adopted in preparing these financial statements
i. Standard that is effective for annual period beginning on or after 1 July 2009:
FRS 8 – Operating Segments replaces FRS 114 2004 – Segment Reporting. The new standard requires a ‘management
approach’, under which segment information is presented on the same basis as that used for internal reporting
purposes.
The Group has been reporting its segment information based on business activities, which is also the basis of
presenting its monthly internal management reports. Accordingly, there is no change in the reportable segments
on the adoption of FRS 8. The basis of measurement of segment results and segment assets are also unaffected as
the Group has been using the same basis of measurement for its internal and external reporting.
ii. Amendments to standards that will be effective for annual period beginning on or after 1 January 2010 that have
been early adopted:
• Amendments to FRS 5 – Non-current Assets Held for Sale and Discontinued Operations which clarifies that
disclosures in other FRSs do not apply to non-current assets (or disposal groups) classified as held for sale or
discontinued operations unless specifically identified in those standards.
• Amendments to FRS 8 – Operating Segments allows total assets for each reportable segment to be presented
only if it is regularly provided to the chief operating decision maker.
• Amendments to FRS 108 – Accounting Policies, Changes in Accounting Estimates and Errors clarifies the status
of implementation guidance in selection and application of accounting policies.
• Amendments to FRS 110 – Events after the Reporting Period provides clarity on dividends declared after the
end of the reporting period as not a liability at the balance sheet date given that there is no obligation at that
time.
• Amendments to FRS 119 – Employee Benefits clarifies that a plan amendment that results in a change in the
extent to which benefit promises are affected by future salary increases is a curtailment, while an amendment
that changes benefits attributable to past service gives rise to a negative past service cost if it results in a
reduction in the present value of the defined benefit obligation. The definition of return on plan assets has been
amended to state that plan administration costs are deducted in the calculation of return on plan assets only to
the extent that such costs have been excluded from measurement of the defined benefit obligation.
• Amendments to FRS 123 – Borrowing Costs eliminates the inconsistency in the use of certain terms between
FRS 139 and FRS 123 by replacing some of the components in the definition of borrowing costs with interest
expense calculated using the effective interest rate method.
116 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
b. Accounting standards and interpretations adopted in preparing these financial statements (continued)
ii. Amendments to standards that will be effective for annual period beginning on or after 1 January 2010 that have
been early adopted: (continued)
• Amendments to FRS 127 – Consolidated and Separate Financial Statements clarifies that where an investment
in a subsidiary that is accounted for under FRS 139 is classified as held for sale under FRS 5, FRS 139 would
continue to be applied.
• Amendments to FRS 134 – Interim Financial Reporting clarifies that earnings per share is disclosed in interim
financial reports if an entity is within the scope of FRS 133 – Earnings per Share.
• Amendments to FRS 136 – Impairment of Assets clarifies that the largest cash-generating unit (or group of units)
to which goodwill should be allocated for the purposes of impairment testing is an operating segment before
the aggregation of segments with similar economic characteristics. The improvement also requires disclosures
equivalent to those for value in use calculation if the fair value less costs to sell is calculated on the basis of
discounted cash flows.
• Amendments to FRS 138 – Intangible Assets allows a prepayment be recognised in the event that payment has
been made in advance of obtaining right of access to goods or receipt of services.
The early adoption of the above amendments to the standards did not result in substantial changes to the Group’s
and Company’s accounting policies, results and financial position.
iii. Amendments to standard that will be effective for annual period beginning on or after 1 July 2010 that has been
early adopted:
Amendments to FRS 5 – Non-current Assets Held for Sale and Discontinued Operations scopes in the non-current
assets (or disposal groups) that is classified as held for distribution to owners in FRS 5. It also clarifies that all assets
and liabilities of a subsidiary shall be classified as held for sale if the planned sale will involve loss of control of the
subsidiary.
The early adoption of the above amendments did not result in substantial changes to the Group’s and Company’s
accounting policies, results and financial position.
c. Accounting standards and interpretations that have yet to be adopted in preparing these financial statements
i. New, revised and amendments to standards and interpretations that will be effective for annual period beginning
on or after 1 January 2010:
• FRS 4 – Insurance Contracts replaces FRS 2022004 – General Insurance Business and FRS 2032004 – Life Insurance
Business. FRS 4 requires the unbundling and separate measurement of the deposit component bundled in an
insurance contract, if certain conditions are met. This is because the deposit component is subject to financial
risk, rather than insurance risk, hence should be included in the scope of FRS 139. In addition, this FRS requires
extensive disclosures to allow the users of financial statements to understand the measurement bases adopted,
the materiality of the reported amounts arising from insurance contracts and the factors that affect the
uncertainty of amount and timing of the cash flows arising from insurance and reinsurance contracts.
• FRS 7 – Financial Instruments: Disclosures replaces the disclosure part of FRS 132 – Financial Instruments:
Presentation and Disclosures. FRS 7 requires disclosure of the significance of financial instruments for the entity’s
financial position and performance; and the nature and extent of risks arising from financial instruments to
which the entity is exposed during the period and at the reporting date, and how the entity manages those risks.
When the standard is first applied, an entity is encouraged but not required to present any of the comparative
disclosures required by this standard.
• FRS 101 – Presentation of Financial Statements only affects the presentation of the component of the financial
statements and does not change the recognition and measurement of specific transactions. It introduces
Statement of Comprehensive Income to present non-owner changes in equity separately from owner changes
in equity and changes the terms Balance Sheet and Cash Flow Statement into Statement of Financial Position
and Statement of Cash Flows, respectively. Other changes include presentation of an additional Statement of
Financial Position as at the opening of comparative period when there is retrospective adjustment, restatement
or reclassification, and disclosure of information that enables users to evaluate the Group’s objectives, policies
and processes for managing capital.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 117
c. Accounting standards and interpretations that have yet to be adopted in preparing these financial statements
(continued)
i. New, revised and amendments to standards and interpretations that will be effective for annual period beginning
on or after 1 January 2010: (continued)
• FRS 139 – Financial Instruments: Recognition and Measurement establishes principles for recognising and
measuring financial assets, financial liabilities and certain contracts to buy and sell non-financial items. Hedge
accounting is permitted only under strict circumstances.
• Amendments to FRS 7 – Financial Instruments : Disclosures provides information about exposure to risks and
how those risks are managed. The improvement clarifies on the presentation of finance costs whereby interest
income is not a component of finance costs. It also specifies the disclosure requirement of financial asset
reclassified out of the fair value through profit or loss category.
• Amendments to FRS 107 – Statement of Cash Flows requires cash payments to manufacture or acquire assets
held for rental and their subsequent sales to be classified under cash flows from operating activities, and prohibit
the classification of expenditure on unrecognised assets under cash flows from investing activities.
• Amendments to FRS 116 – Property, Plant and Equipment requires proceeds from sale of property, plant and
equipment that are held for rental to be classified as revenue and transfer the carrying amount of the asset to
inventories when the asset becomes held for sale.
• Amendments to FRS 117 – Leases removes the requirement to classify leasehold land as operating leases.
• Amendments to FRS 128 – Investments in Associates clarifies that where an investment in associate is accounted
for in accordance with FRS 139, only certain rather than all disclosure requirements in FRS 128 need to be made
in addition to disclosures required by FRS 132 and FRS 7. The amendments also clarify that goodwill forms part
of the carrying amount of an investment in an associate and is not separately identified for impairment testing
and subsequent reversal.
• Amendments to FRS 131 – Interest in Joint Ventures clarifies that where an interest in joint venture is accounted
for in accordance with FRS 139, only certain rather than all disclosure requirements in FRS 131 need to be made
in addition to disclosures required by FRS 132 and FRS 7.
• Amendments to FRS 132 – Financial Instruments : Presentation requires the classification of puttable financial
instruments and instruments, or components of instruments that impose on the entity an obligation to deliver
to another party a pro rata share of the net assets of the entity only on liquidation as equity, provided the
financial instruments have particular features and meet specific conditions.
• Amendments to FRS 139 – Financial Instruments : Recognition and Measurement permits the reclassification
of non-derivative financial assets out of the fair value through profit or loss category and from available
for sale category to loans and receivables category in certain circumstances. It also clarifies the principles
that determine whether a hedged risk or portion of cash flows is eligible for designation should be applied
in particular situations. The amendment also resulted in contracts for contingent consideration in a business
combination in the acquirer’s books being included within the scope of FRS 139.
• Amendments to FRS 140 – Investment Property requires property that is under construction for future use in
earning rentals and/or for capital appreciation to be classified as investment property, and provides guidance
on measurement of such property if fair value model is applied.
• IC Interpretation 13 – Customer Loyalty Programmes clarifies that where goods or services are sold together
with a customer loyalty incentive (for example, loyalty points or free products), the arrangement is a multiple-
element arrangement and the revenue in respect of the consideration receivable from the customer is allocated
between the components of the arrangement using fair values.
118 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
c. Accounting standards and interpretations that have yet to be adopted in preparing these financial statements
(continued)
i. New, revised and amendments to standards and interpretations that will be effective for annual period beginning
on or after 1 January 2010: (continued)
• Amendments to IC Interpretation 9 – Reassessment of Embedded Derivatives requires assessment on whether
an embedded derivative is required to be separated from a host contract when a hybrid financial asset is
reclassified out of the fair value through profit or loss category.
Some of the above new, revised and amendments to standards and interpretations require retrospective
application. The potential impacts of the adoption of the above are shown in Note 44 to the financial statements.
The Group has applied the transitional provisions in FRS 7 and FRS 139 which exempt it from disclosing the possible
impact arising from the initial application of these standards on the financial statements.
ii. Amendments to standard that will be effective for annual period beginning on or after 1 March 2010:
Amendments to FRS 132 – Financial Instruments: Presentation states that rights issues are classified as equity
regardless of the currency in which the exercise price is denominated if certain conditions are met.
The adoption of the above amendments is not expected to have any significant financial impact on the Group.
iii. New, revised and amendments to standards and interpretations that will be effective for annual period beginning
on or after 1 July 2010:
• FRS 3 – Business Combinations requires all acquisition related costs to be recognised as expenses. It also allows
the option to measure the non-controlling interest at fair value at the acquisition date or at the non-controlling
interest’s proportionate share of the acquiree’s identifiable net assets. As this is optional, the Group will
continue to measure the non-controlling interest at the non-controlling interest’s proportionate share of the
acquiree’s identifiable net assets.
• FRS 127 – Consolidated and Separate Financial Statements requires the effects of all transactions with non-
controlling shareholders to be recorded in equity if there is no change in control and these transactions will
no longer result in goodwill or gains and losses. Total comprehensive income is attributed to the owners of
the parent and to the non-controlling shareholders even if this results in the non-controlling interests having a
deficit balance. The standard also specifies the accounting when control is lost. Any remaining interest in the
entity is re-measured to fair value, and a gain or loss is recognised in profit or loss.
• Amendments to FRS 138 – Intangible Assets provides additional guidance in respect of intangible assets
acquired in a business combination.
• IC Interpretation 12 – Service Concession Arrangement sets out general principles on recognition and
measurement of obligations and related rights in service concession arrangements. A financial asset is recognised
if an entity has an unconditional contractual right to receive cash. An intangible asset is recognised if an entity
received a right (license) to charge users of the public service.
• IC Interpretation 16 – Hedges of a Net Investment in a Foreign Operation provides guidance on net investment
hedging, including which foreign currency risks qualify for hedge accounting and the amount that may be
designated, where within the Group the hedging instrument may be held, and the amount which is reclassified
to the profit or loss upon disposal of the hedged foreign operation. The requirements of FRS 121 – The Effects
of Changes in Foreign Exchange Rates apply to the hedged items.
• IC Interpretation 17 – Distributions of Non-cash Assets to Owners clarifies that dividend payable in the form of
non-cash assets should be measured at fair value of those assets at every balance sheet date until distributed.
On distribution, the difference between the fair value of the assets and the carrying amount of the assets
distributed will be taken to profit or loss.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 119
c. Accounting standards and interpretations that have yet to be adopted in preparing these financial statements
(continued)
iii. New, revised and amendments to standards and interpretations that will be effective for annual period beginning
on or after 1 July 2010: (continued)
• Amendments to IC Interpretation 9 – Reassessment of Embedded Derivatives clarifies that embedded derivatives
in contracts acquired in a combination of entities or businesses under common control is not within the scope of
IC Interpretation 9.
The adoption of the above new, revised and amendments to standards and interpretations is not expected to have
any significant financial impact on the Group.
iv. Amendments to standard that will be effective for annual period beginning on or after 1 January 2011:
Amendments to FRS 7 – Financial Instruments: Disclosures enhances the disclosure requirements on fair value
measurement using three levels of fair value hierarchy and reinforces existing principles for disclosures about
liquidity risk.
The Group has applied the transitional provisions in FRS 7 which exempt it from disclosing the possible impact
arising from the initial application of this standard on the financial statements.
v. New interpretation that will be effective for annual period beginning on or after 1 January 2012:
IC Interpretation 15 – Agreements for Construction of Real Estate replaces FRS 201 – Property Development
Activities. This interpretation addresses the accounting for revenue and associated expenses by entities that
undertake the construction of real estate. Percentage of completion method is used in revenue recognition if the
buyer is able to specify the major structural elements of the design of the real estate, the Group merely provides
construction services or control and significant risks and rewards of ownership is transferred as work progresses.
Otherwise, completed contract method is to be used.
The deliberations on the implementation of IC Interpretation 15 on ‘sell and build’ concept are currently ongoing.
Pending the conclusion of the deliberations, the Group is not in position to disclose the effect of the adoption of
IC Interpretation 15 on its financial statements.
d. Accounting standards and interpretations that are not relevant to the operations of the Group and of the Company
i. Amendments to standards and new interpretation that will be effective for annual period beginning on or after 1
January 2010:
• Amendments to FRS 1– First-time Adoption of Financial Reporting Standards and FRS 127 – Consolidation and
Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate allow
first-time adopters to use a deemed cost of either fair value or the carrying amount under previous accounting
practice to measure the initial cost of investment in subsidiaries, jointly controlled entities and associates in the
separate financial statements. The amendment also removes the definition of the cost method from FRS 127
and replaces it with a requirement to present dividends as income in the separate financial statements of the
investor.
• Amendments to FRS 2 – Share-based Payment clarify that vesting conditions are service conditions and
performance conditions only. Other features of a share-based payment are not vesting conditions. These
features would need to be included in the grant date fair value for transactions with employees and others
providing similar services; they would not impact the number of awards expected to vest or valuation thereof
subsequent to grant date.
All cancellations, whether by the entity or by other parties, should receive the same accounting treatment.
• Amendments to FRS 120 – Accounting for Government Grants and Disclosure of Government Assistance require
the benefit of a government loan at a below-market rate of interest to be treated as a government grant. The
loan should be recognised and measured in accordance to FRS 139 – Financial Instruments : Recognition and
Measurement. The benefit of the below-market rate of interest shall be measured as the difference between the
initial carrying value of the loan determined in accordance with FRS 139 and the proceeds received. The benefits
is accounted for in accordance with this Standard. The entity shall consider the conditions and obligations
that have been, or must be, met when identifying the costs for which the benefit of the loan is intended to
compensate. The amendments also change some terminology to be consistent with other standards.
120 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
d. Accounting standards and interpretations that are not relevant to the operations of the Group and of the Company
(continued)
i. Amendments to standards and new interpretation that will be effective for annual period beginning on or after 1
January 2010: (continued)
• Amendments to FRS 129 – Financial Reporting in Hyperinflationary Economics replace the term for ‘market
value’ with ‘fair value’ and ‘results of operations’ and ‘net income’ with ‘profit or loss’.
• IC Interpretation 11 – FRS 2 : Group and Treasury Share Transactions provides guidance on whether share-based
transactions involving treasury shares or involving group entities (for example, options over a parent’s shares)
should be accounted for as equity-settled or cash-settled share-based payment transactions in the stand-alone
accounts of the parent and group companies.
ii. Revised and amendments to standards that will be effective for annual period beginning on or after 1 July 2010:
• FRS 1 – First-time Adoption of Financial Reporting Standards improved the structure of the standards and does
not contain any technical changes.
• Amendments to FRS 2 – Share-based Payment clarify that transactions in which the entity acquires goods as part
of the net assets acquired in a combination of entities or business under common control or the contribution of
a business on the formation of a joint venture is not within the scope of FRS 2.
iii. Amendments to standard that will be effective for annual period beginning on or after 1 January 2011:
• Amendments to FRS 1 – First-time Adoption of Financial Reporting Standards allows application of transition
provisions in FRS 7 – Financial Instruments: Disclosures for first-time adopter.
• Amendments to FRS 1 – First-time Adoption of Financial Reporting Standard provides exemption for first-time
adopters in the oil and gas industry and those with leasing contracts.
• Amendments to FRS 2 – Share-based Payment clarifies that an entity that receives goods or services in a share-
based payment arrangement must account for those goods or services no matter which entity in the group settles
the transaction, and no matter whether the transaction is settled in shares or cash.
• IC Interpretation 4 – Determining whether an Arrangement contains a Lease provides guidance for determining
whether an arrangement, that does not take the legal form of a lease but conveys a right to use an asset in return
for a payment or series of payments, is a lease that should be accounted for in accordance with FRS 117 – Leases.
• IC Interpretation 18 – Transfers of Assets from Customers provides guidance where an entity receives from a
customer an item of property, plant and equipment (or cash to acquire such an asset) that must be used to connect
the customer to a network and provide the customer with ongoing access to goods or services.
The above amendments and interpretations will be effective for annual period beginning on or after 1 January 2011
except for IC Interpretation 18 which shall be applied prospectively to transfers of assets from customers received on
or after 1 January 2011.
MASB has also given notice that IC Interpretation 8 and IC Interpretation 11 shall be withdrawn on application of the
Amendments to FRS 2.
These principal accounting policies have been applied consistently in dealing with items that are considered material in
relation to the financial statements, and to all the financial years presented, unless otherwise stated.
a. Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and all its subsidiaries made
up to the end of the financial year and are prepared using uniform accounting policies for like transactions and other
events in similar circumstances.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 121
Subsidiaries are consolidated using the purchase method of accounting except for those subsidiaries acquired
under common control. Under the purchase method of accounting, the financial statements of subsidiaries are
included in the consolidated financial statements from the date of their acquisition or up to the date of their
disposal. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and
liabilities incurred at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets,
liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value, at
the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over
the fair value of the Group’s share of the identifiable net assets acquired at the date of acquisition is reflected
as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the
difference is recognised directly in the consolidated income statement.
All intercompany transactions and balances are eliminated on consolidation. Unrealised losses on transactions
with and between Group companies are eliminated on consolidation to the extent of the cost of the asset that can
be recovered, and the balance that provides evidence of reduction in net realisable value or an impairment of the
asset transferred are recognised in the consolidated income statement.
The gain or loss on disposal of a subsidiary, which is the difference between the net disposal proceeds and the
Group’s share of its net assets as of the date of disposal including the carrying amount of allocated goodwill and
the cumulative amount of any exchange differences that relate to the subsidiary, is recognised in the consolidated
income statement.
Minority interests are presented on the consolidated balance sheet and the consolidated statement of changes
in equity separately from equity attributable to equity holders of the Company. Minority interests in the results
of the Group are presented in the consolidated income statement as an allocation of the total profit or loss for
the financial year between minority shareholders and equity holders of the Company. Where losses applicable
to the minority in a subsidiary exceed the minority interest in the equity of that subsidiary, the excess and any
further losses applicable to the minority are attributable against the Group’s interest except to the extent that the
minority has a binding obligation to, and is able to make additional investment to cover the losses. If the subsidiary
subsequently reports profits, such profits are allocated to the Group’s interest until the minority’s share of losses
previously absorbed by the Group has been recovered.
The Group applies a policy of treating transactions with minority shareholders as transactions with equity owners
of the Group. For purchases of additional interests from minority shareholders, the difference between the
consideration paid and the minority interests acquired is recorded in equity.
The assets and liabilities of the combining entities are accounted for based on the carrying amounts from the
perspective of the common controlling party, or the combining entities if the common controlling party does not
prepare consolidated financial statements.
122 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Similar treatment applies in the Company’s separate financial statements when assets and liabilities representing
the underlying businesses under common control are directly acquired by the Company. In accounting for business
combinations in the Company’s separate financial statements, the excess of the cost of acquisition over the
aggregate carrying amounts of assets and liabilities as of the date of the combination is taken to equity.
Equity accounting involves recognising in the consolidated income statement and consolidated statement of
changes in equity, the Group’s share of profits less losses of jointly controlled entities based on the latest audited
financial statements or management accounts of the companies concerned. Where necessary, adjustments are
made to the results and net assets of jointly controlled entities to ensure consistency of accounting policies with
those of the Group. The Group’s investment in jointly controlled entities is recorded at cost inclusive of goodwill
and adjusted thereafter for accumulated impairment loss and the post acquisition change in the Group’s share of
net assets of the jointly controlled entities.
Equity accounting is discontinued when the Group’s carrying amount of the investment in a jointly controlled
entity reaches zero, or reaches the limit of the obligations in the case when the Group has incurred obligations or
guaranteed obligations in respect of the jointly controlled entity.
Unrealised gains on transactions between the Group and its jointly controlled entities are eliminated to the extent
of the Group’s interest in the jointly controlled entities. Unrealised losses are also eliminated on the same basis but
only to the extent of the costs that can be recovered, and the balance that provides evidence of reduction in net
realisable value or an impairment of the assets transferred are recognised in the consolidated income statement.
iv. Associates
Associates are entities in which the Group is in a position to exercise significant influence. Significant influence is
the power to participate in the financial and operating policy decisions, but not control over those policies.
Investments in associates are accounted for in the consolidated financial statements using the equity method of
accounting and are initially recorded at cost. The Group’s investment in associates includes goodwill identified on
acquisition net of any accumulated impairment loss.
The Group’s share of its associates’ post-acquisition profits or losses is recognised in the income statement, and its
share of post-acquisition movements in reserves is recognised in reserves. Where necessary, adjustments are made
to the results and net assets of associates to ensure consistency of accounting policies with those of the Group.
The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.
Equity accounting is discontinued when the Group’s carrying amount of the investment in an associate reaches
zero, or reaches the limit of the obligations in the case when the Group has incurred obligations or guaranteed
obligations in respect of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s
interest in the associates. Unrealised losses are also eliminated on the same basis but only to the extent of the costs
that can be recovered, and the balance that provides evidence of reduction in net realisable value or an impairment
of the assets transferred are recognised in the consolidated income statement.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 123
b. Foreign currencies
i. Functional currency
Financial statements of subsidiaries, jointly controlled entities and associates are prepared using the currency of
the primary economic environment in which the entity operates, i.e. the functional currency. The consolidated
financial statements are presented in Ringgit Malaysia, which is the Company’s functional currency and the Group’s
presentation currency.
• income and expenses for group entities’ income statements are translated at average exchange rates for the
financial year;
• assets and liabilities for group entities’ balance sheets, including goodwill and fair value adjustments arising on
the acquisition of a foreign entity are translated into Ringgit Malaysia at exchange rates ruling at the balance
sheet date; and all resulting translation differences are recognised as a separate component of equity.
Intercompany loans where settlement is neither planned nor likely to occur in the foreseeable future, are treated
as part of the parent’s net investment. Translation differences arising therefrom are taken directly to equity.
On disposal of the foreign operation or on settlement of the intercompany loans, the related cumulative translation
differences recorded in exchange reserves are recognised in the income statement.
Finance cost incurred on external borrowings related to an asset under construction is capitalised until the asset is
ready for its intended use.
124 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Freehold land is not depreciated as it has infinite life. Assets in the course of construction are shown as capital work in
progress. Depreciation on these assets commences when they are ready for use. Other property, plant and equipment
are depreciated on a straight-line basis to write down the cost or valuation of each asset to their residual values over
their estimated useful lives. The principal annual depreciation rates are:
Buildings 2% to 5%
Plant and machinery 4% to 20%
Vehicles, equipment and fixtures 5% to 33 1/3%
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 income statement.
d. Biological assets
New planting expenditure incurred on land clearing and upkeep of trees to maturity is capitalised at cost as biological
assets and is not amortised. Replanting expenditure is charged to the income statement in the financial year in which
the expenditure is incurred.
However, the capitalised costs will be amortised to the income statement if the land on which the trees are planted is
on a lease term. The amortisation is on a straight-line basis over the economic useful lives of the trees, or the remaining
period of the lease, whichever is shorter.
Valuation adjustments on certain Malaysian plantation land were incorporated into the financial statements. The
Group had applied the transitional provision in FRS 117 – Leases which allows the unamortised carrying amounts of
previously revalued land to be retained as surrogate carrying amounts of the prepaid lease rentals. On disposal or
at the end of the lease of revalued prepaid lease rentals, amounts in revaluation reserve relating to those assets are
transferred to retained profits.
The prepaid lease rentals are amortised on a straight-line basis over the lease period ranging from 30 to 999 years.
f. Investment properties
Investment properties are land and buildings held for rental income and/or capital appreciation which are not
substantially occupied for use by, or in the operations of the Group. Property that is being constructed for future use
as investment property is classified under property, plant and equipment until construction is completed, at which
time the property is reclassified to investment property.
Investment properties are stated at cost less accumulated depreciation and accumulated impairment losses. Freehold
land is not depreciated and buildings are depreciated on a straight-line basis to write down the cost of each building
to their residual values over their estimated useful lives. The principal annual depreciation rates are between 2% and
5%.
The residual values and useful lives are reviewed, and adjusted if appropriate, annually.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 125
Cost associated with the acquisition of land includes the purchase price of the land, professional fees, stamp duties,
commissions, conversion fees and other relevant levies.
Land held for property development is transferred to property development costs under current assets when
development activities have commenced and are expected to be completed within the normal operating cycle.
h. Investments
Investments are stated at cost (adjusted for amortisation of premium or accretion of discounts to maturity, where
appropriate) less accumulated impairment losses. Impairment is provided where, in the opinion of the Directors,
there is a decline other than temporary in the value of such investments.
i. Intangible assets
i. Goodwill
Goodwill represents the excess of cost of acquisition plus costs directly attributable to the acquisition over the
Group’s share of the fair value of identifiable assets, liabilities and contingent liabilities of the acquiree at the date
of acquisition.
Goodwill on acquisition of subsidiaries is recognised as an intangible asset. Goodwill is allocated to cash generating
units for the purpose of impairment testing and is stated at cost less accumulated impairment losses. On the
disposal of an operation, the gain or loss on disposal includes the carrying amount of allocated goodwill.
Goodwill on acquisition of jointly controlled entities and associates is included as part of the cost of investments
in jointly controlled entities and associates. Such goodwill is tested for impairment as part of the overall net
investment in each jointly controlled entity and associate.
Research costs are charged to the income statement in the financial year in which the expenditure is incurred.
Trademarks 5%
Assets usage rights 5%
Trademarks with indefinite useful life are not amortised but tested for impairment annually and whenever
indication of impairment exists.
126 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
j. Inventories
Inventories are stated at the lower of cost and net realisable value. The cost of inventories is determined on a weighted
average basis except for the following:
The cost of raw materials, consumable stores, replacement parts and trading inventories represents cost of purchase
plus incidental costs, and in the case of other inventories, includes design costs, cost of materials, direct labour, other
direct costs and related production overheads (based on normal operating capacity).
Net realisable value is the estimate of the selling price in the ordinary course of business, less cost to completion and
selling expenses.
At each balance sheet date, the cumulative revenue recognised and progress billings made for each development unit
sold are compared. Where the revenue recognised exceeds the billings to the purchaser, the net amount is shown as
accrued billings, under trade and other receivables. Where the billings to the purchaser exceed revenue recognised,
the net amount is shown as progress billings, under trade and other payables.
Advances for plasma plantation projects represent the accumulated plantation development costs, including indirect
overheads, which are either recoverable from plasma farmers or recoverable through bank loans obtained by plasma
farmers. These advances are recoverable when the plasma plantation is completed and ready to be transferred to
the plasma farmers. Allowance for losses on recovery is made when the estimated amount to recover is less than the
outstanding advances.
m. Construction contracts
Construction costs include the costs attributable to a contract for the period from the date of securing the contract to
the final completion of the contract.
When the outcome of the contract can be estimated reliably, the percentage of completion method is used to
determine the appropriate amount of revenue and costs to be recognised in a given period. The percentage of
completion is determined by reference to either the proportion of costs incurred to-date to the total estimated costs
or the completion of a physical proportion of contract work to-date. When the outcome of a construction contract
cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that is
probably recoverable. When it is probable that contract costs will exceed total contract revenue, the expected loss is
recognised as an expense immediately.
At each balance sheet date, the cumulative costs incurred, profits or losses recognised and progress billings made for
each contract work are compared. Where costs incurred and profits or losses recognised exceed progress billings, the
net amount is shown as amount due from customers on construction contracts, under trade and other receivables.
Where progress billings exceed costs incurred and profits or losses recognised, the net amount is shown as amount
due to customers on construction contracts, under trade and other payables.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 127
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 disposal costs.
p. Share capital
Proceeds from ordinary shares issued are accounted for as equity, with the nominal value of the shares being
separately disclosed as share capital. Cost directly attributable to the issuance of new equity shares are shown in
equity as a deduction from the proceeds. Redeemable convertible preference shares are classified as equity and/or
liability according to the economic substance of the particular instrument.
Dividends to equity holders are recognised in the statement of changes in equity in the period in which they are
paid.
q. Borrowings
Long-term and short-term borrowings are recognised initially at the amount of proceeds received, net of transaction
costs incurred. Long-term and short-term borrowings are subsequently stated at amortised cost, using the effective
interest rate method.
Preference shares, which are mandatorily redeemable on a specific date, are classified as liabilities. The dividends on
these preference shares are recognised in the income statement as interest expense.
r. Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events,
where it is probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate
of the amount can be made. Provisions are measured at the present value of the expenditure expected to be required
to settle the obligation using a pre-tax rate that reflects current market assessment of the time value of money and
the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as interest
expense.
128 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
r. Provisions (continued)
i. Maintenance and warranties
The Group recognises the estimated liability to repair or replace products still under warranty at the balance sheet
date. This provision is calculated based on past history of the level of repairs and replacements.
s. Deferred income
Deferred income comprises the following:
i. Maintenance income – is deferred and recognised by reference to the percentage of the estimated total costs for
each of the maintenance contracts with customers to provide service and support for customers’ machinery.
ii. Advance annualised licence fees – are deferred and recognised on a fixed annualised amount on a straight-line
basis over the term of the golf memberships.
t. Employee benefits
i. Short-term employee benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in
which the associated services are rendered by employees of the Group.
The liabilities in respect of the defined benefit plans are the present values of the defined benefit obligations at
the balance sheet date, adjusted for unrecognised actuarial gains and losses and past service costs, and reduced
by the fair value of the plan assets. The defined benefit obligations, calculated using the Projected Unit Credit
Method, are determined by independent actuaries, considering the estimated future cash outflows.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 129
w. Revenue recognition
Revenue from sales of goods and performance of services are recognised at the fair value of the consideration received
or receivable upon delivery of goods or performance of services, net of discounts, allowances, indirect taxes and
liquidated ascertained damages.
Revenue from property development is recognised by reference to the stage of completion of the development
activity in respect of development units sold. Revenue from construction contracts is recognised on the percentage
of completion method by reference to either the proportion of costs incurred to-date to the total estimated costs or
the completion of a physical proportion of contract work to-date. Revenue for the Group is stated after eliminating
sales within the Group.
i. Interest income – recognised on an accrual basis, using the effective interest rate method.
ii. Dividend income – recognised when the right to receive payment is established.
x. Operating leases
Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for
as operating leases. Rentals on operating leases are charged to the income statement on a straight-line basis over the
lease term.
y. Tax
The tax expense for the financial year comprises current and deferred tax. Tax is recognised in the income statement,
except to the extent that it relates to items recognised directly in equity. In this case, the tax is recognised in equity.
The current income tax charge for the Company is the expected income taxes payable in respect of the taxable profit
for the financial year and is measured using the tax rates that have been enacted at the balance sheet date. The
current income tax charge for the Group is calculated on the basis of the tax laws enacted or substantively enacted at
the balance sheet date in the countries where the Company’s subsidiaries operate and generate taxable income.
130 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
y. Tax (continued)
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts expected
to be paid to the tax authorities.
Deferred tax is recognised using the ‘liability method’, on temporary difference arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements. However, deferred tax is not accounted
for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at
the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against
which the temporary differences can be utilised. Deferred tax is recognised on temporary differences arising on
investments in subsidiaries, jointly controlled entities and associates except where the timing of the reversal of
the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the
foreseeable future.
Deferred tax is measured at the tax rates (and laws) that have been enacted or substantially enacted at the balance
sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income
tax liability is settled.
z. Financial instruments
i. Description
A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial
liability or equity instrument of another enterprise.
A financial asset is any asset that is cash, a contractual right to receive cash or another financial asset from another
enterprise, a contractual right to exchange financial instruments with another enterprise under conditions that are
potentially favourable, or an equity instrument of another enterprise.
A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another
enterprise, or to exchange financial instruments with another enterprise under conditions that are potentially
unfavourable.
ab.Contingent liabilities
The Group does not recognise contingent liabilities but discloses their existence in the notes to the financial statements.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present
obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in the extremely rare circumstances where there is a liability that is not
recognised because it cannot be measured reliably.
Segment revenue, expense, assets and liabilities are those amounts resulting from operating activities of a segment
that are directly attributable to the segment and the relevant portion that can be allocated on a reasonable basis
to the segment. Segment revenue, expense, assets and liabilities are determined before intragroup balances and
intragroup transactions are eliminated as part of the consolidation process, except to the extent that such intragroup
balances and transactions are between Group companies within a single segment. Inter-segment pricing is based on
similar items as those available to other external parties.
The preparation of financial statements in conformity with FRS requires the use of certain critical accounting estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported
period. It also requires Directors to exercise their judgement in the process of applying the Group’s accounting policies.
Although these estimates and assumptions are based on the Directors’ best knowledge of current events and actions,
actual results may differ.
To enhance the information content of the estimates, certain key variables that are anticipated to have a material impact
to the Group’s results and financial position are tested for sensitivity to changes in the underlying parameters. The
estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are outlined below.
The foregoing factors as well as the stage of completion of contracts in progress and the mix of contracts at different
margins may cause fluctuation in gross profit between periods. Substantial changes in cost estimates, particularly
in the Group’s larger, more complex projects have had, and can in future periods have, a significant effect on the
Group’s profitability. In making the above judgement, the Group relies on past experience and work of specialists.
The carrying amount of the Group’s construction contracts and property development projects are shown in Notes 24
and 26, respectively.
g. Tax
i. Income taxes
The Group is subject to income tax in numerous jurisdictions. Judgement is involved in determining the group-
wide provision for income taxes. There are certain transactions and computations for which the ultimate tax
determination is uncertain during the ordinary course of business. The Group recognises liabilities for tax matters
based on estimates of whether additional taxes will be due. If the final outcome of these tax matters result in a
difference in the amounts initially recognised, such differences will impact the income tax and/or deferred tax
provision in the period in which such determination is made.
The Group has recognised certain tax recoverable for which the Group believes that there is a reasonable basis for
recognition. Where the final tax outcome of this matter is different from the amount that was initially recorded,
such difference may cause a material adjustment to the carrying amount of the tax recoverable balance recorded in
the period in which such determination is made.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 133
h. Contingent liabilities
Determination of the treatment of contingent liabilities is based on management’s view of the expected outcome of
the contingencies after consulting legal counsel for litigation cases and experts, internal and external to the Group,
for matters in the ordinary course of business.
4 Revenue
Revenue for the Group represents sales of goods, performance of services, income from construction contracts and
property development earned outside the Group, net of discounts, allowances and liquidated ascertained damages.
Revenue for the Company represents performance of services and income from investment in subsidiaries and
associates.
Group Company
2010 2009 2010 2009
Analysis of revenue
Sales of goods 28,800.7 25,783.7 – –
Performance of services 1,833.3 1,868.1 – 6.2
Construction contracts 616.0 2,233.7 – –
Property development 1,594.7 1,128.4 – –
Income from investment in subsidiaries
- unquoted – – 1,233.8 1,273.2
Income from investment in an associate
- unquoted – – – 2.4
32,844.7 31,013.9 1,233.8 1,281.8
5 Operating Expenses
Group Company
2010 2009 2010 2009
Group Company
2010 2009 2010 2009
Auditors’ remuneration:
Fees for statutory audits
- PricewaterhouseCoopers Malaysia 6.2 5.7 0.6 0.5
- member firms of PricewaterhouseCoopers
International Limited 12.8 12.4 – –
- underprovision 1.7 1.1 – –
- others 1.7 1.6 – –
Fees for non-audit services
- PricewaterhouseCoopers Malaysia 2.3 2.5 0.6 0.7
- member firms of PricewaterhouseCoopers
International Limited 1.9 1.8 – –
- others 2.0 2.3 – –
Directors’ remuneration [note (c)] 4.5 4.0 2.9 2.6
Hire of plant and machinery [note (d)] 24.0 14.1 – –
Operating lease payments for land and buildings to
- subsidiaries – – 0.1 0.2
- companies external to the Group 173.3 149.4 – –
Allowance for doubtful debts
- jointly controlled entities 100.4 – – –
- others 108.7 80.1 – –
Foreign currencies exchange loss
- realised 72.6 193.5 – –
- unrealised 51.1 98.4 – –
Impairment of
- property, plant and equipment 194.8 55.2 – –
- prepaid lease rentals – 0.1 – –
- investment properties 3.2 9.8 – –
- investments 69.2 95.6 – –
- intangible assets 25.9 9.3 – –
Loss on disposal of
- property, plant and equipment 0.6 0.3 – –
- subsidiaries 0.2 3.5 – –
Write offs
- property, plant and equipment 13.0 8.4 – –
- biological assets 0.1 7.9 – –
- project development expenses 101.8 – – –
Research expenditure 108.7 99.4 – –
Provision for maintenance, warranties and guarantees 731.0 194.0 – –
Other costs 261.9 233.6 6.9 8.8
31,614.6 28,875.9 12.1 13.4
a. Employee benefits
Group Company
2010 2009 2010 2009
Depreciation included in income statement 838.8 713.4 – –
Depreciation included in construction contracts
(Note 24) 8.6 9.1 – –
847.4 722.5 – –
c. Directors’ remuneration
Non-executive directors
- fees 3.7 3.4 2.2 2.1
- other emoluments 0.8 0.6 0.7 0.5
4.5 4.0 2.9 2.6
Executive director (included in note(a) above) 1.4 2.3 – –
5.9 6.3 2.9 2.6
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
2010 2009 2010 2009
Non-executive directors 0.7 0.8 0.7 0.8
Executive director 0.1 –* – –
0.8 0.8 0.7 0.8
The executive director ceased to be a director of the Company with effect from 12 May 2010 but continues to draw
remuneration amounting to RM0.3 million and estimated benefits in kind of RM11,175 up to the end of the financial
year based on his contract.
Group Company
2010 2009 2010 2009
Group Company
2010 2009 2010 2009
7 Finance Income
Group Company
2010 2009 2010 2009
Interest income from
- subsidiaries – – 90.0 11.1
- banks and other financial institutions 79.8 124.2 0.2 0.3
- deferred payment arrangement [Note 23(a)] 4.7 3.0 – –
- others 10.5 19.1 – –
95.0 146.3 90.2 11.4
Accretion of discount [Note 23(c)] 13.3 12.4 – –
108.3 158.7 90.2 11.4
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 137
8 Finance Costs
Group Company
2010 2009 2010 2009
Finance costs charged by banks and other financial
institutions 296.7 256.4 115.7 55.0
Interest capitalised in property development
costs (Note 26) (18.3 ) – – –
Interest capitalised in capital work in progress
(Note 12) – (3.8 ) – –
278.4 252.6 115.7 55.0
9 Tax Expense
Group Company
2010 2009 2010 2009
Income tax:
In respect of current year
- Malaysian income tax 515.6 687.8 5.5 105.0
- foreign income tax 514.6 338.8 – –
In respect of prior years
- Malaysian income tax (56.9 ) (17.2 ) (0.1 ) (3.0 )
- foreign income tax (28.1 ) 0.4 – –
Total income tax 945.2 1,009.8 5.4 102.0
Deferred tax:
- origination and reversal of temporary differences (11.8 ) (114.5 ) – 0.1
- effects of recognition of previously unrecognised
tax losses, unabsorbed capital allowances and
temporary differences (46.7 ) (116.8 ) – –
- changes in tax rates – (47.7 ) – –
Total deferred tax expense (Note 22) (58.5 ) (279.0 ) – 0.1
Group Company
2010 2009 2010 2009
The applicable tax of the Group is derived from 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 increased from 25.2% to 26.3% mainly due to higher proportion of income
contributed by subsidiaries in Australia which are subjected to statutory income tax rate of 30%.
The effective tax rate of the Group is higher than the applicable tax rate mainly due to offshore projects losses being
disallowed for tax purposes.
11 Dividends
Group/Company
2010 2009
Final dividend for the year ended 30 June 2009 paid on 15 December 2009:
- single tier dividend of 15.3 sen per share (2009: gross dividend of 34.0 sen
per share less Malaysian income tax at 25%) 919.4 1,532.4
Special dividends for the year ended 30 June 2008 paid on 5 December 2008:
- gross dividend of 4.0 sen per share less Malaysian income tax at 25% – 180.3
- Malaysian income tax exempt dividend of 6.0 sen per share – 360.6
Interim dividend for the year ended 30 June 2010 paid on 10 May 2010:
- single tier dividend of 7.0 sen per share (2009: gross dividend of 5.0 sen
per share less Malaysian income tax at 25%) 420.7 225.3
1,340.1 2,298.6
At the forthcoming Annual General Meeting, a final single tier dividend of 3.0 sen per share which is not taxable in the
hands of the shareholders pursuant to paragraph 12B of Schedule 6 of the Income Tax Act 1967 for the financial year
ended 30 June 2010 amounting to a net payout of RM180.3 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 2011 when
approved by shareholders.
Vehicles,
equipment Capital
Group Freehold Plant and and work in
2010 land Buildings machinery fixtures progress Total
At 1 July 2,566.5 2,456.0 1,747.3 1,641.3 1,028.5 9,439.6
Acquisition of subsidiaries
[Note 39(a)] 4.1 1.9 2.3 1.4 – 9.7
Disposal of subsidiaries [Note 40(b)] – (0.7 ) (1.2 ) (0.1 ) – (2.0 )
Additions 97.5 264.6 591.4 845.1 1,151.4 2,950.0
Disposals (11.7 ) (1.1 ) (51.1 ) (64.6 ) – (128.5 )
Write offs – (1.6 ) (7.7 ) (3.0 ) (0.7 ) (13.0 )
Impairment losses – (15.4 ) (73.7 ) (1.1 ) (104.6 ) (194.8 )
Reversal of impairment losses – 11.3 – 0.2 – 11.5
Transfer to inventories – – – (241.5 ) – (241.5 )
Transfer to non-current assets held for sale
(Note 29) – – (2.4 ) – – (2.4 )
Reclassification 1.9 385.7 376.2 (211.7 ) (552.1 ) –
Depreciation – (149.3 ) (306.1 ) (392.0 ) – (847.4 )
Exchange differences (7.9 ) (76.0 ) (14.3 ) (28.8 ) (81.5 ) (208.5 )
At 30 June 2,650.4 2,875.4 2,260.7 1,545.2 1,441.0 10,772.7
Cost 2,654.3 4,102.9 4,603.7 2,987.7 1,553.5 15,902.1
Accumulated depreciation – (1,188.6 ) (2,232.7 ) (1,438.5 ) – (4,859.8 )
Accumulated impairment losses (3.9 ) (38.9 ) (110.3 ) (4.0 ) (112.5 ) (269.6 )
Carrying amount at end of year 2,650.4 2,875.4 2,260.7 1,545.2 1,441.0 10,772.7
140 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Vehicles,
equipment Capital
Group Freehold Plant and and work in
2009 land Buildings machinery fixtures progress Total
At 1 July 2,482.5 2,169.8 1,518.5 1,291.8 909.5 8,372.1
Acquisition of subsidiaries [Note 39(a)] – – – 2.9 23.3 26.2
Disposal of subsidiaries [Note 40(b)] – (5.7 ) (3.0 ) (1.1 ) – (9.8 )
Additions 14.9 345.2 166.4 424.3 762.2 1,713.0
Disposals (6.0 ) (86.1 ) (11.2 ) (220.3 ) (34.2 ) (357.8 )
Write offs – (4.5 ) (0.7 ) (2.8 ) (0.4 ) (8.4 )
Impairment losses – (15.8 ) (15.9 ) (8.3 ) (15.2 ) (55.2 )
Reversal of impairment losses – 0.2 0.2 2.5 – 2.9
Transfer to investment properties (Note 15) (40.8 ) (29.7 ) – – – (70.5 )
Transfer from land held for property
development (Note 16) 120.4 – – – – 120.4
Transfer from inventories – – – 466.3 – 466.3
Transfer to non-current assets held
for sale (Note 29) – (2.4 ) – – (15.8 ) (18.2 )
Reclassification – 181.2 374.3 15.7 (571.2 ) –
Depreciation – (136.4 ) (243.8 ) (342.3 ) – (722.5 )
Exchange differences (4.5 ) 40.2 (37.5 ) 12.6 (29.7 ) (18.9 )
At 30 June 2,566.5 2,456.0 1,747.3 1,641.3 1,028.5 9,439.6
Cost 2,569.3 3,474.3 3,800.9 3,003.0 1,034.8 13,882.3
Accumulated depreciation – (988.8 ) (2,021.4 ) (1,346.6 ) – (4,356.8 )
Accumulated impairment losses (2.8 ) (29.5 ) (32.2 ) (15.1 ) (6.3 ) (85.9 )
Carrying amount at end of year 2,566.5 2,456.0 1,747.3 1,641.3 1,028.5 9,439.6
Included in capital work in progress incurred during the financial year was interest expense amounting to NIL (2009:
RM3.8 million).
As at 30 June 2009, property, plant and equipment with a total carrying amount of RM57.7 million were pledged as
security for borrowings. There were no property, plant and equipment pledged as security for borrowings as at 30 June
2010.
During the year, the Group carried out a review of the recoverable amount of its property, plant and equipment. An
impairment of RM194.8 million arising from assets that were used mainly in the Group’s Energy & Utilities and Plantation
segments was recognised in the income statement. The recoverable amount of the relevant assets was determined on
the basis of their value in use.
Certain plantation land and buildings are stated at valuation. The valuations carried out in 1978 by professional firms of
surveyors and valuers were performed on a continuing agricultural use basis. As allowed by the transitional provision of
MASB Approved Accounting Standard IAS 16 – Property, Plant and Equipment, the revalued amount is retained as the
surrogate cost.
13 Biological Assets
Group
2010 2009
At 1 July 2,323.3 2,245.0
Additions 97.0 120.1
Disposals (0.5 ) –
Write offs (0.1 ) (7.9 )
Transfer from inventories 6.9 10.4
Depreciation (39.7 ) (25.8 )
Exchange differences 30.6 (18.5 )
At 30 June 2,417.5 2,323.3
Biological assets represent the plantation development expenditure for oil palm, rubber trees and other crops. Produce
which were unsold as at the balance sheet date are shown as produce stocks under inventories.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 141
The prepaid lease rentals are payments for rights in respect of the following:
Long Short
Group leasehold leasehold
2010 land land Total
At 1 July 1,126.7 1,361.7 2,488.4
Additions 81.6 242.1 323.7
Disposals (35.7 ) – (35.7 )
Reversal of impairment losses – 0.2 0.2
Reclassification (35.2 ) 35.2 –
Amortisation (11.8 ) (61.5 ) (73.3 )
Exchange differences (0.7 ) 8.4 7.7
At 30 June 1,124.9 1,586.1 2,711.0
2009
At 1 July 1,236.6 1,294.0 2,530.6
Disposal of a subsidiary [Note 40(b)] – (1.3 ) (1.3 )
Additions 30.1 34.7 64.8
Disposals (2.7 ) – (2.7 )
Impairment losses – (0.1 ) (0.1 )
Transfer to non-current assets held for sale (Note 29) (0.8 ) – (0.8 )
Reclassification (130.3 ) 130.3 –
Amortisation (13.1 ) (55.1 ) (68.2 )
Exchange differences 6.9 (40.8 ) (33.9 )
At 30 June 1,126.7 1,361.7 2,488.4
The prepaid lease rentals of the Group are subject to the following maturity periods:
Group
2010 2009
Non-Current
Later than 1 year 2,644.8 2,422.7
Current
Not later than 1 year, included in prepayments under current assets 66.2 65.7
2,711.0 2,488.4
As at 30 June 2009, prepaid lease rentals with a total carrying amount of RM37.4 million were pledged as security for
borrowings. There was no prepaid lease rentals pledged as security for borrowings as at 30 June 2010.
Certain plantation leasehold lands are stated at valuation. The valuations carried out in 1978 by professional firms of
surveyors and valuers were based on a continuing agricultural use basis. As allowed by the transitional provision in FRS
117 – Leases, the revalued amount net of amortisation is retained as the surrogate cost.
142 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
15 Investment Properties
Group Freehold
2010 land Buildings Total
2009
At 1 July 73.1 147.0 220.1
Additions 25.4 24.7 50.1
Disposals (1.5 ) (0.6 ) (2.1 )
Impairment losses (5.2 ) (4.6 ) (9.8 )
Reversal of impairment losses – 3.1 3.1
Transfer from property, plant and equipment (Note 12) 40.8 29.7 70.5
Transfer to land held for property development (Note 16) (10.6 ) – (10.6 )
Transfer from inventories – 10.4 10.4
Transfer from property development costs (Note 26) – 6.7 6.7
Depreciation – (5.5 ) (5.5 )
Exchange differences 11.1 (27.6 ) (16.5 )
At 30 June 133.1 183.3 316.4
Cost 150.3 276.8 427.1
Accumulated depreciation – (72.4 ) (72.4 )
Accumulated impairment losses (17.2 ) (21.1 ) (38.3 )
Carrying amount at end of year 133.1 183.3 316.4
The fair value of investment properties as at 30 June 2010 was RM600.2 million (2009: RM527.4 million). The fair value
was arrived at after taking into consideration the valuation performed by external professional firms of surveyors and
valuers. The valuation was performed using comparable and investment basis based on current prices in an active market
for all properties.
Investment property of a subsidiary with a carrying amount of RM89.2 million (2009: NIL) was pledged as security for
borrowings as at 30 June 2010 (Note 32).
Rental income generated from and direct operating expenses incurred on investment properties are as follows:
Group
2010 2009
Rental income 48.0 36.5
Direct operating expenses incurred on
- income generating properties (19.8 ) (12.3 )
- non-income generating properties (0.3 ) (3.3 )
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 143
Group
2010 2009
Company
2010 2009
Unquoted shares at cost 1,722.9 1,722.9
Amounts due from subsidiaries – non-interest bearing 8,899.7 9,076.7
10,622.6 10,799.6
The amounts due from subsidiaries are unsecured and are not expected to be recalled.
The amount due from a subsidiary of RM3,800.0 million (2009: RM850.5 million) bears interest at rates ranging between
2.70% to 4.75% (2009: 2.70% to 2.85%) per annum, is unsecured and is not expected to be recalled within the next
twelve months.
The Group’s equity interest in the subsidiaries, their respective principal activities and countries of incorporation are
shown in Note 46.
The Group’s interest in the assets and liabilities of jointly controlled entities is as follows:
Group
2010 2009
The Group’s share of revenue and expenses of jointly controlled entities is as follows:
Group
2010 2009
The Group’s interest in the jointly controlled entities, their respective principal activities and countries of incorporation
are shown in Note 46.
144 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
19 Associates
Group Company
2010 2009 2010 2009
Unquoted shares at cost 684.8 670.3 – 134.7
Share of post acquisition reserves 110.0 124.6 – –
Unrealised profit on transactions with associates (166.7 ) (168.5 ) – –
Impairment losses (2.6 ) (19.3 ) – –
625.5 607.1 – 134.7
Group
2010 2009
Financial information of equity accounted associates:
Associates’ results
Revenue 4,964.4 6,330.8
Net profit for the year 211.9 208.7
The Group’s equity interest in the associates, their respective principal activities and countries of incorporation are
shown in Note 46.
20 Investments
Group
2010 2009
At cost
Quoted shares
In Malaysia 63.2 63.2
Outside Malaysia 27.1 24.9
Unquoted shares
In Malaysia 248.7 248.9
Outside Malaysia 12.9 13.9
Unquoted debentures 4.2 4.2
356.1 355.1
Accumulated impairment losses
Quoted shares
In Malaysia (42.1 ) (43.8 )
Outside Malaysia (8.5 ) (5.3 )
Unquoted shares
In Malaysia (138.1 ) (77.0 )
Outside Malaysia (10.3 ) (7.0 )
Unquoted debentures (2.0 ) (2.0 )
Carrying amount at end of year 155.1 220.0
The market value of the quoted investments is shown in Note 43(e).
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 145
21 Intangible Assets
Internally
Acquired generated
Assets
Group usage Development
2010 Goodwill Trademarks rights Total costs Total
Trademarks with carrying amount of RM35.3 million (2009: RM35.3 million) were acquired for an indefinite period. These
trademarks are not amortised as they are expected to contribute to net cash inflows indefinitely. Trademarks are tested
for impairment annually and whenever indication of impairment exists.
Goodwill is allocated to the Group’s cash-generating units identified according to business segment and the country of
operations. The amount of goodwill initially recognised is dependent upon the allocation of the purchase price to the
fair value of the identifiable assets acquired and the liabilities assumed. The determination of the fair value of the assets
and liabilities is based, to a considerable extent, on management’s judgement.
146 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Impairment test for goodwill and intangible assets with indefinite useful life
The Group annually test goodwill for impairment by assessing the underlying cash-generating units. Based on this, an
impairment loss of RM25.9 million (2009: RM9.3 million) was recorded in the consolidated income statement.
An operating segment level summary of goodwill and intangible assets with indefinite useful life is as follows:
Group
2010 Goodwill Trademarks Total
The recoverable amount of the cash generating units (‘CGUs’) were based on its value in use calculations using projected
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:
Energy & Healthcare &
Plantation Industrial Motors Utilities Others
2010 2009 2010 2009 2010 2009 2010 2009 2010 2009
% % % % % % % % % %
Discount rates 10 - 13 10 12 11 8 - 13 13 9 9 10 10
Growth rates 6 - 19 6 – – 1 - 2 1 - 2 – – 15 5
22 Deferred Tax
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts, determined
after appropriate offsetting, are shown in the balance sheet:
Group Company
2010 2009 2010 2009
The components and movements of the Group’s deferred tax assets and liabilities during the financial year are as
follows:
Tax
Property, losses and
plant Prepaid Allowances unabsorbed
Group and lease Property and capital
2010 equipment rentals development provisions allowances Others Total
2009
At 1 July (335.6 ) (326.8 ) 191.3 149.7 73.4 28.2 (219.8 )
Acquisition of a
subsidiary [Note 39(a)] (0.1 ) – – 6.9 6.4 – 13.2
Credited/(charged) to
income statement
- origination and
reversal of
temporary
differences 51.0 10.7 (0.5 ) 17.0 29.4 6.9 114.5
- effects of
recognition of
previously
unrecognised tax
losses, unabsorbed
capital allowances
and temporary
differences (55.5 ) – 45.9 61.5 34.2 30.7 116.8
- changes in tax rates 3.5 51.2 – (1.2 ) (2.8 ) (3.0 ) 47.7
Exchange differences 18.2 5.3 – (10.3 ) 6.0 (4.2 ) 15.0
At 30 June (318.5 ) (259.6 ) 236.7 223.6 146.6 58.6 87.4
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 RM308.4 million (2009: RM220.9 million) would be payable.
148 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
The movements of the Company’s deferred tax assets during the financial year are as follows:
Company
2010 2009
Group Company
2010 2009 2010 2009
Non-Current
Trade receivables [note(a)] 80.1 – – –
Advances for plasma plantation projects [note(b)] 31.7 37.5 – –
Redeemable loan stocks [note(c)] 202.9 189.6 – –
314.7 227.1 – –
Current
Trade receivables [note(a)] 3,290.8 3,407.8 –
Accrued billings 746.1 622.8 – –
Amounts due from customers on construction contracts
(Note 24) 400.2 950.4 – –
Amounts due from jointly controlled entities 103.6 79.2 – –
Amounts due from associates 61.9 7.1 – –
Dividends receivable from subsidiaries – – – 850.0
Other receivables 817.9 1,125.7 0.3 0.2
Deposits 115.8 86.5 – –
5,536.3 6,279.5 0.3 850.2
Less: Allowance for doubtful debts
- trade receivables (245.6 ) (335.2 ) – –
- amounts due from jointly controlled entities (94.7 ) – – –
- other receivables (108.9 ) (35.5 ) – –
5,087.1 5,908.8 0.3 850.2
Total trade and other receivables 5,401.8 6,135.9 0.3 850.2
As at 30 June 2009, trade and other receivables with a total carrying amount of RM189.3 million were pledged as security
for borrowings. There was no trade and other receivables pledged as security for borrowings as at 30 June 2010.
Group
2010 2009
Outstanding contracted value
- a jointly controlled entity 102.7 –
- others – 110.0
102.7 110.0
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 149
Group
2010 2009
Notional interest in suspense
At 1 July (3.1 ) (6.1 )
Addition during the year (24.2 ) –
Recognised during the year (Note 7) 4.7 3.0
At 30 June (22.6 ) (3.1 )
Carrying amount at end of year 80.1 106.9
Non-current
Due later than 1 year 80.1 –
Current
Due not later than 1 year – 106.9
80.1 106.9
The credit terms of other trade receivables range from 7 to 180 days (2009: 7 to 180 days). The Group and Company
have no significant concentrations of credit risk.
The advances made by the Group in the form of plasma plantation development costs are recoverable from the plasma
farmers upon the completion of the plasma plantation projects and conversion to plasma farmers. These advances
are recoverable from plasma farmers or through bank loans obtained by plasma farmers. Allowances for losses on
recovery are made when the estimated amount to recover is less than the outstanding advances.
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:
24 Construction Contracts
Group
2010 2009
Included in construction contract costs incurred during the financial year are:
25 Inventories
Group
2010 2009
Produce stocks 82.0 230.8
Raw material and consumable stores 502.4 572.8
Work in progress 240.9 219.4
Finished goods 92.6 109.1
Completed development units 92.8 117.9
Trading inventories
- heavy equipment 1,471.9 2,162.2
- motor vehicles 1,862.3 1,414.9
- commodities and others 871.6 799.6
5,216.5 5,626.7
The carrying amount of trading inventories included RM523.2 million (2009: RM586.7 million) stated at net realisable
values.
Inventories where the net realisable value is expected to be below the carrying amount are written down. The amount
written down during the financial year was RM89.0 million (2009: RM64.2 million) for the Group.
Group
2010 2009
Development costs
Included in development costs incurred during the financial year was interest expense amounting to RM18.3 million
(2009: NIL).
Property development projects with a total carrying amount of RM141.9 million (2009: RM140.4 million) were pledged
as security for borrowings (Note 32).
152 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
The Group’s cash held under the Housing Development Accounts represents receipts from purchasers of residential
properties less payments or withdrawals provided under Section 7A of the Housing Developers (Control and Licensing)
Amendment Act 2002, and the Singapore Housing Developers (Control and Licensing) Act (Cap 130). The amounts are
held at call with banks and are available only to the subsidiaries involved in the property development activities.
Group Company
2010 2009 2010 2009
Deposits with licensed banks 2,638.8 2,315.8 321.5 300.0
Cash at bank and in hand 1,852.4 994.2 – 0.5
4,491.2 3,310.0 321.5 300.5
% % % %
Effective interest rates are as follows:
Deposits with licensed banks 2.55 1.40 2.70 1.95
Cash at bank 0.30 0.31 – –
Deposits of the Group and Company have maturity periods ranging from on call basis to 12 months (2009: 9 months).
Cash at bank are deposits held at call.
Deposits with licensed banks of certain subsidiaries with carrying amount of RM2.9 million (2009: RM38.8 million) were
pledged as security for borrowings (Note 32).
Included in bank balances, deposits and cash are funds of Yayasan Sime Darby and Yayasan Guthrie of RM50.7 million
(2009: RM51.9 million). These funds are set aside for educational, environmental conservation and sustainability projects
and related activities for the benefit of the community.
Group
2010 2009
Disposal groups
- property, plant and equipment [Note 40(b)] – 15.8
Other assets
- property, plant and equipment 4.8 2.4
- prepaid lease rentals 0.8 2.4
- investment property 4.9 0.4
- associate – 37.5
10.5 58.5
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 153
The movements during the financial year relating to non-current assets held for sale are as follows:
Group
2010 2009
As at the date of this report, the disposal of assets with a total carrying amount of RM2.4 million as at 30 June 2010 were
completed.
30 Share Capital
Group/Company
Number of shares Nominal value
(million)
2010 2009 2010 2009
Authorised:
Ordinary shares of RM0.50 each
At 1 July and 30 June 8,000.0 8,000.0 4,000.0 4,000.0
Issued and fully paid up:
Ordinary shares of RM0.50 each
At 1 July and 30 June 6,009.5 6,009.5 3,004.7 3,004.7
31 Reserves
31 Reserves (continued)
Group Share Revaluation Capital Exchange Retained
2009 premium reserves reserves reserves profits Total
The Group’s revaluation reserves relate mainly to revaluation of certain Malaysian plantation land and buildings of the
Group.
The Group’s and Company’s capital reserves consist of reserves arising from business combinations under common
control totaling RM6,231.2 million (2009: RM6,231.2 million) and RM5,725.1 million (2009: RM5,725.1 million),
respectively. The balance is mainly attributable to statutory reserves that are required to be allocated in accordance
with the regulations under the various jurisdictions where the subsidiaries operate.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 155
32 Borrowings
Group Company
2010 2009 2010 2009
Long-term
Secured
Term loans 110.0 82.1 – –
Unsecured
Term loans [note(a)] 2,164.9 1,893.3 – –
Islamic Medium Term Notes [note(b)] 2,000.0 – 2,000.0 –
Unconvertible redeemable loan stocks [note(c)] 12.4 37.4 – –
4,287.3 2,012.8 2,000.0 –
Short-term
Secured
Portion of term loans due within one year – 1.4 – –
Other short-term borrowings 487.3 333.3 – –
Unsecured
Bank overdrafts 50.5 45.3 – –
Murabahah Medium Term Notes – 1,000.0 – 1,000.0
Murabahah Commercial Papers – 150.0 – 150.0
Portion of term loans due within one year [note(a)] 237.3 238.6 – –
Unconvertible redeemable loan stocks due within
one year [note(c)] 12.5 – – –
Revolving credits, trade facilities and other
short-term borrowings 2,514.7 1,825.6 1,800.0 700.5
3,302.3 3,594.2 1,800.0 1,850.5
Total borrowings 7,589.6 5,607.0 3,800.0 1,850.5
The borrowings are secured by fixed and floating charges over investment property, property development projects and
other assets of certain subsidiaries.
i. USD471.5 million offshore term loan repayable over eight equal semi-annual installments commencing at the end
of the 42nd month from the drawndown date on 28 August 2005. The term loan bears interest at LIBOR plus 0.55%
per annum. The outstanding balance as at 30 June 2010 was USD225.1 million (2009: USD353.6 million).
ii. USD200.0 million long-term loan repayable at the 5th year from the drawndown date on 27 December 2007. The
term loan bears interest at LIBOR plus 0.26% per annum. The outstanding balance as at 30 June 2010 was USD200.0
million (2009: USD200.0 million).
iii. USD280.0 million syndicated term loan repayable at the end of the 3rd year from the drawndown date on 29 March
2010. The term loan bears interest at LIBOR plus 1.20% per annum. The outstanding balance as at 30 June 2010
was USD280.0 million (2009: NIL).
156 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
32 Borrowings (continued)
Nominal
Tenure Profit rate Maturity date value
(years) (per annum)
The average effective interest rates/profit margins per annum are as follows:
Group Company
2010 2009 2010 2009
% % % %
Term loans
- before interest rate swaps 1.42 2.71 – –
- after interest rate swaps 4.20 4.14 – –
Unconvertible redeemable loan stocks 12.00 12.00 – –
Islamic Medium Term Notes 4.44 – 4.44 –
Murabahah Medium Term Notes – 4.34 – 4.34
Murabahah Commercial Papers – 2.80 – 2.80
Bank overdrafts 5.51 4.19 – –
Other short-term borrowings 3.67 3.83 3.30 2.76
Conventional term loans that are subject to contractual interest rates repricing within 1 year amounted to RM2,512.2
million (2009: RM2,215.4 million).
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 157
32 Borrowings (continued)
Maturities
Group Within 1 Between 1 Between 2 Above 5
2010 years and 2 years and 5 years years Total
Term loans
- Malaysia ringgit 50.0 1.9 3.8 105.4 161.1
- Thailand baht 16.1 20.2 4.0 – 40.3
- United States dollar 171.2 383.1 1,756.5 – 2,310.8
Unconvertible redeemable loan stocks
- Malaysia ringgit 12.5 – – 12.4 24.9
Islamic Medium Term Notes
- Malaysia ringgit – – 1,000.0 1,000.0 2,000.0
Bank overdraft
- Malaysia ringgit 2.6 – – – 2.6
- Chinese renminbi 30.4 – – – 30.4
- European Union euro 2.2 – – – 2.2
- Hong Kong dollar 0.1 – – – 0.1
- New Zealand dollar 8.9 – – – 8.9
- Singapore dollar 6.3 – – – 6.3
Others
- Malaysia ringgit 2,570.1 – – – 2,570.1
- Australian dollar 224.5 – – – 224.5
- Chinese renminbi 151.1 – – – 151.1
- New Zealand dollar 47.5 – – – 47.5
- Singapore dollar 2.8 – – – 2.8
- Thailand baht 6.0 – – – 6.0
3,302.3 405.2 2,764.3 1,117.8 7,589.6
2009
Term loans
- Malaysia ringgit – 50.9 – – 50.9
- Australian dollar – 7.8 160.0 – 167.8
- Singapore dollar 1.4 – – – 1.4
- Thailand baht 32.3 15.1 – – 47.4
- United States dollar 206.3 414.5 1,327.1 – 1,947.9
Unconvertible redeemable loan stocks
- Malaysia ringgit – – – 37.4 37.4
Murabahah Medium Term Notes
- Malaysia ringgit 1,000.0 – – – 1,000.0
Murabahah Commercial Papers
- Malaysia ringgit 150.0 – – – 150.0
Bank overdraft
- Malaysia ringgit 9.5 – – – 9.5
- European Union euro 11.1 – – – 11.1
- Chinese renminbi 1.8 – – – 1.8
- New Zealand dollar 21.9 – – – 21.9
- Singapore dollar 1.0 – – – 1.0
Others
- Malaysia ringgit 1,355.6 – – – 1,355.6
- Australian dollar 234.3 – – – 234.3
- Chinese renminbi 315.5 – – – 315.5
- Hong Kong dollar 128.9 – – – 128.9
- New Zealand dollar 80.6 – – – 80.6
- Singapore dollar 6.8 – – – 6.8
- United States dollar 37.2 – – – 37.2
3,594.2 488.3 1,487.1 37.4 5,607.0
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.
158 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
33 Provisions
Group
2010 2009
Non-current
Due later than 1 year 51.2 57.9
Current
Due not later than 1 year 519.8 204.3
571.0 262.2
Provisions for guarantees and performance bonds are recognised when crystallisation is probable.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 159
34 Retirement Benefits
Group
2010 2009
At 1 July 112.5 125.7
Charge for the year 37.2 18.4
Contributions paid (2.0 ) (1.4 )
Benefits paid – unfunded obligations (30.8 ) (29.8 )
Exchange differences (3.8 ) (0.4 )
At 30 June 113.1 112.5
The amounts recognised on the balance sheet are determined as follows:
Present value of funded obligations [note(a)] 70.5 61.8
Fair value of plan assets [note(b)] (65.7 ) (55.1 )
4.8 6.7
Group
2010 2009
At 1 July (11.5 ) (3.0 )
Unrecognised actuarial (losses)/gains for the year
- obligations (11.4 ) 13.5
- plan assets 12.5 (22.0 )
At 30 June (10.4 ) (11.5 )
Principal actuarial assumptions used at the balance sheet date in respect of the Group’s defined benefit plans are as
follows:
Group
2010 2009
% %
Discount rate 2.0 – 12.5 2.0 – 12.5
Expected return on plan assets 7.0 – 9.0 5.1 – 7.0
Expected rate of salary increases 1.5 – 8.0 1.5 – 8.0
35 Deferred Income
Group
2010 2009
Maintenance income 70.1 74.7
Advance annualised licence fees 153.0 155.2
223.1 229.9
Non-current
Due later than 1 year 159.7 155.0
Current
Due not later than 1 year 63.4 74.9
223.1 229.9
Group Company
2010 2009 2010 2009
Trade payables 3,898.6 3,664.5 – –
Accruals 2,750.0 2,585.0 22.7 17.3
Progress billings – 0.3 – –
Amounts due to customers on construction contracts
(Note 24) 400.3 30.5 – –
Amounts due to jointly controlled entities 59.2 60.6 – –
Amounts due to associates 15.3 4.8 – –
7,123.4 6,345.7 22.7 17.3
Credit terms of trade payables and amounts due to customers ranged from 7 to 180 days (2009: 7 to 180 days).
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 161
a. Guarantees
In the ordinary course of business, the Group may obtain surety bonds and letters of credit, which the Group provides
to customers to secure advance payment, performance under contracts or in lieu of retention being withheld on
contracts. A liability would only arise in the event the Group fails to fulfill its contractual obligations.
The Company has also provided guarantees to financial institutions in respect of credit facilities granted to certain
subsidiaries, associates and plasma stakeholders and as performance guarantees to customers of certain subsidiaries
to secure performance under contracts or in lieu of retention withheld on contracts.
As at 30 June 2010, the performance guarantees and financial guarantees are as follows:
Group Company
2010 2009 2010 2009
Group Company
2010 2009 2010 2009
Counter-indemnities from:
- third parties 1,863.3 1,603.7 212.1 –
- a subsidiary – – 708.0 708.0
1,863.3 1,603.7 920.1 708.0
b. Claims
As at 30 June 2010, claims against the Group not taken up in the balance sheet amounted to RM19.9 million (2009:
RM33.2 million). These claims include disputed taxes, supply of goods and services and compensation.
c. Capital expenditure
Group
2010 2009
d. Leases
Group
2010 2009
Commitments under non-cancellable operating leases:
Expiring not later than 1 year 108.2 126.4
Expiring later than 1 year but not later than 5 years 188.5 205.1
Expiring later than 5 years 168.4 184.5
465.1 516.0
e. Plasma Plantation
The Group is committed to develop a total of 47,092 hectares of oil palm plantation for plasma farmers in Indonesia.
A total of 37,095 hectares have been developed of which about 32,186 hectares have been converted to plasma
farmers.
38 Material Litigations
Other than the contingent liabilities and commitments disclosed in Note 37, the material litigations against the Group
are as follows:
a. PT Adhiyasa Saranamas (PTAS) commenced a legal suit on 17 September 2003 against Kumpulan Guthrie Berhad (KGB)
and 6 of its Indonesian subsidiaries for an alleged breach of contract with regards to the provision of consultancy
services in connection with the acquisition of subsidiaries in Indonesia.
On 4 March 2008, the Decision of Further Review partially approved PTAS’ claim and ordered KGB to pay the amount
of USD25.76 million together with interest at the rate of 6% per year thereon as of the date of registration of PTAS’
claim at the District Court of South Jakarta until full payment.
On 27 May 2009, KGB requested the postponement of the implementation of the said decision until corresponding
legal proceedings in Malaysia are concluded. KGB’s request was however rejected and on 10 June 2009, the District
Court of South Jakarta issued an order of execution against four land titles (assets) of PT Aneka Intipersada, PT
Kridatama Lancar (PTKL), PT Teguh Sempurna (PTTS) and PT Ladangrumpun Suburabadi (PTLS), four subsidiaries of
the Group in Indonesia and requested for assistance from the relevant/respective district courts in which jurisdiction
the assets are located to effect the order of execution (SJ District Court Order).
Pursuant to the SJ District Court Order, the District Court of Sampit on 21 July 2009 issued a Stipulation on Sita
Eksekusi against PTKL and PTTS (Sampit Stipulation) and the District Court of Kotabaru on 27 July 2009 issued a
Stipulation on Sita Eksekusi against PTLS (Kotabaru Stipulation).
On 24 August 2009, PTKL and PTTS filed the Rebuttal (Perlawanan) to oppose the execution over their assets at the
District Court of Sampit, and on 25 August 2009, PTLS filed the same action at the District Court of Kotabaru.
Despite the Rebuttals, the District Court of South Jakarta proceeded to issue an Auction Stipulation against the assets
of PTKL, PTTS and PTLS on 31 August 2009 and requested the Chairman of the respective district courts to undertake
public auction on the assets of PTKL, PTTS and PTLS.
At the hearing of PTKL and PTTS Rebuttal applications at the District Court of Sampit on 1 July 2010, the Panel of
Judges at the District Court of Sampit decided in favour of PTKL and PTTS and declared the Sampit Stipulation null
and void (District Court Decision).
PTAS has on 13 July 2010 submitted their appeal against the District Court Decision to the High Court of Palangkaraya
through the District Court of Sampit.
The District Court of Kotabaru had on 11 May 2010 issued a stipulation (Order) to postpone the auction (enforcement)
in view of PTLS Rebuttal application and PTLS Rebuttal application is now fixed for decision on 30 September 2010.
In Malaysia, PTAS commenced legal proceedings against KGB to enforce the Decision on Further Review on 11 March
2008. On 2 December 2009, KGB’s Striking Out Application was allowed and on 28 December 2009, PTAS filed an
appeal to the Court of Appeal. No hearing date has been fixed by the Court of Appeal to-date.
Based on legal counsel’s advice, the directors are of the opinion that the outcome of the abovementioned cases are
not determinable at the date of this report.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 163
b. Berkeley Sdn Bhd (BSB) commenced a legal suit against Consolidated Plantations Berhad (CPB) for breach of a sale
and purchase agreement and seeking damages amounting to RM54.0 million (or alternatively RM34.0 million) on the
basis that CPB had failed to deliver a subdivided title in respect of 85 acres of land purchased by BSB.
BSB’s claim for damages was dismissed with costs by the High Court on 9 March 2002 and BSB had appealed to the
Court of Appeal on 27 March 2002.
After a few adjournments, the appeal was fixed for hearing on 4 February 2010. On the hearing date, BSB’s appeal
was dismissed with costs by the Court of Appeal. BSB’s solicitors filed an application for leave to appeal to the Federal
Court against the Court of Appeal’s decision. The application for leave to appeal was fixed for hearing on 3 August
2010.
On 3 August 2010, the Federal Court dismissed BSB’s application for leave to appeal against the Court of Appeal’s
decision. With the dismissal, this suit has ceased.
39 Acquisition and Establishment of Subsidiaries, Jointly Controlled Entities, Associates and Businesses
Group’s
Purchase effective Effective
Name of subsidiaries consideration interest acquisition date
%
Sime Darby Pelita Julau Sdn Bhd
(formerly known as Layar Strategi Sdn Bhd) RM2.00 100.0 16 October 2009
Sime Darby Medical Centre Ara
Damansara Sdn Bhd RM2.00 100.0 18 November 2009
Sime Darby Alif Retort Pack Products
Sdn Bhd (formerly known as Alif Retort
Pack Products Sdn Bhd) RM2.00 60.0 1 December 2009
Nature Ambience Sdn Bhd RM16.8 million 100.0 4 December 2009
The results relating to subsidiaries acquired during the financial year ended 30 June 2010, contributed a loss of
RM0.4 million to the consolidated income statement. If the acquisitions were effective on 1 July 2009, the Group’s
revenue and profit attributable to ordinary equity holders of the Company for the financial year ended 30 June
2010 would have been RM32,844.8 million and RM726.4 million respectively as compared to RM32,844.7 million
and RM726.8 million respectively.
i. the assets and business relating to the manufacturing, producing, marketing and distributing of lecithin
products and by-products for Euro2.0 million on 1 November 2009, and
ii. certain business assets relating to the Porsche Importer Business for RM10.1 million on 15 March 2010.
164 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
39 Acquisition and Establishment of Subsidiaries, Jointly Controlled Entities, Associates and Businesses (continued)
2010 2009
Book Fair Book Fair
value value value value
Property, plant and equipment (Note 12) 9.7 9.7 26.2 26.2
Intangible assets (Note 21) – – 3.1 3.1
Deferred tax assets (Note 22) – – 13.2 13.2
Non-current liabilities – – (4.4 ) (4.4 )
Cash and cash equivalents – – 6.1 6.1
Other net current assets 16.2 16.2 75.8 75.8
Minority interests – – (3.1 ) (3.1 )
Net assets acquired 25.9 25.9 116.9 116.9
Less: net asset equity accounted previously – (16.6 )
Adjustment for goodwill 13.8 52.6
Purchase consideration including direct costs related to
the acquisition 39.7 152.9
Less: cash and cash equivalents of subsidiaries acquired – (6.1 )
Less: deferred consideration (2.3 ) –
Net cash outflow on acquisition of subsidiaries and
businesses 37.4 146.8
Group’s
additional Group’s
Purchase effective effective Effective
Name of subsidiaries consideration interest interest acquisition date
% %
Kapar Coconut Industries Sdn Bhd RM1.00 49.0 100.0 28 July 2009
CICA Limited USD0.5 million 30.0 100.0 20 August 2009
Shenzhen Sime Darby Motor
Enterprises Company Limited RMB58.8 million 30.0 100.0 23 December 2009
ii. The minority interests acquired and the net cash outflow arising from the acquisition of additional interests in
existing subsidiaries are as follows:
2010 2009
Minority interests acquired 23.5 3.5
Premium paid 8.0 15.0
Net cash outflow on acquisition of additional interests in existing subsidiaries 31.5 18.5
On 11 January 2010, Sime Darby Marine (Hong Kong) Private Limited acquired 50% of the equity interest in Halani
Sime Darby Marine (FZC) for AED75,000.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 165
39 Acquisition and Establishment of Subsidiaries, Jointly Controlled Entities, Associates and Businesses (continued)
Group’s
Name of subsidiaries effective interest Incorporation date
%
ii. The jointly controlled entity established by the Group during the financial year ended 30 June 2010 is as follow:
Group’s
Name of subsidiaries effective interest Incorporation date
%
Sime Darby Sunrise Development Sdn Bhd (formerly known as Baywood
Avenue Sdn Bhd) 50.0 10 December 2009
iii. The associates established by the Group during the financial year ended 30 June 2010 are as follows:
Group’s
Name of subsidiaries effective interest Incorporation date
40 Disposal of Subsidiaries
a. Subsidiaries disposed by the Group during the financial year ended 30 June 2010 are as follows:
Group’s
effective
Disposal interest Effective
Name of subsidiaries consideration disposed disposal date
%
Sime Darby Power Link Sdn Bhd RM15.8 million 100.0 21 July 2009
Kapar Coconut Industries Sdn Bhd RM0.2 million 100.0 6 October 2009
Caring Sykline Sdn Bhd USD20.0 million 100.0 16 December 2009
Sime Darby Surface Tech Sdn Bhd RM0.5 million 100.0 30 April 2010
166 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
b. Details of the assets, liabilities and net cash inflow arising from the disposal of subsidiaries are as follows:
2010 2009
Property, plant and equipment (Notes 12 and 29) 17.8 9.8
Prepaid lease rentals (Note 14) – 1.3
Intangible assets (Note 21) – 1.3
Associate 20.1 –
Cash and cash equivalents 0.4 3.7
Other net current assets 1.9 7.1
Net assets disposed 40.2 23.2
Gain on disposal of subsidiaries 44.5 27.9
Proceeds from disposal of subsidiaries 84.7 51.1
Less: cash and cash equivalents of subsidiaries disposed (0.4 ) (3.7 )
Net cash inflow on disposal of subsidiaries 84.3 47.4
Transactions between segments are carried out on an arm’s length basis. The effects of such intersegment transactions
are eliminated on consolidation. Except for some additional disclosure, the measurement basis and classification are
consistent with those adopted in the previous financial year.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 167
Health-
Energy & care & Corporate Elimi-
2010 Plantation Property Industrial Motors Utilities Others expense nation Total
Segment revenue
External 10,857.7 1,784.5 8,231.3 10,068.2 1,403.2 499.8 – – 32,844.7
Inter-segment 3.2 28.2 63.3 29.8 6.2 14.0 – (144.7 ) –
10,860.9 1,812.7 8,294.6 10,098.0 1,409.4 513.8 – (144.7 ) 32,844.7
Segment results
Operating
profit/(loss) 2,097.8 451.7 748.1 374.9 (1,478.5 ) 8.1 (121.1 ) – 2,081.0
Share of results
of jointly
controlled
entities and
associates 15.4 41.3 9.9 11.4 (273.2 ) 25.8 – – (169.4 )
Profit/(loss)
before
interest
and tax 2,113.2 493.0 758.0 386.3 (1,751.7 ) 33.9 (121.1 ) – 1,911.6
Included in the share of results of jointly controlled entities and associates are:
Health-
Energy & care & Corporate Elimi-
Plantation Property Industrial Motors Utilities Others expense nation Total
Impairment of
associates – (0.2 ) – – – – – – (0.2 )
Reversal of
impairment
of associates – – – – – 17.0 – – 17.0
168 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Health-
Energy & care & Corporate Elimi-
2009 Plantation Property Industrial Motors Utilities Others expense nation Total
Segment revenue
External 10,657.9 1,407.5 7,870.1 7,510.3 2,939.4 628.7 – – 31,013.9
Inter-segment 4.1 41.6 56.4 15.1 8.8 22.5 – (148.5 ) –
10,662.0 1,449.1 7,926.5 7,525.4 2,948.2 651.2 – (148.5 ) 31,013.9
Segment results
Operating profit/
(loss) 1,795.8 410.4 850.6 178.1 23.3 0.6 (106.7 ) – 3,152.1
Share of results
of jointly
controlled
entities and
associates (76.8 ) 51.5 11.5 0.4 17.5 9.3 – – 13.4
Profit/(loss)
before interest
and tax 1,719.0 461.9 862.1 178.5 40.8 9.9 (106.7 ) – 3,165.5
Included in operating profit/(loss) are:
Depreciation and
amortisation (300.6 ) (33.4 ) (193.5 ) (115.8 ) (68.2 ) (19.2 ) (19.4 ) – (750.1 )
Amortisation of
prepaid lease
rentals (55.0 ) (2.0 ) (0.1 ) (4.5 ) (5.6 ) (1.0 ) – – (68.2 )
Allowance for
doubtful debts (18.9 ) (8.8 ) (38.1 ) (7.6 ) (1.4 ) (4.8 ) (0.5 ) – (80.1 )
Impairment
losses (38.8 ) (14.2 ) (14.8 ) (37.2 ) (15.2 ) (49.8 ) – – (170.0 )
Reversal of
impairment
losses – – 0.3 5.8 – 0.2 – – 6.3
Other non-cash
items 19.7 119.6 (13.3 ) (5.4 ) 20.3 38.5 1.9 – 181.3
There were no impairment or reversal of impairment of jointly controlled entities or associates for the financial year
ended 30 June 2009.
The Energy & Utilities segment reported a higher loss for the financial year ended 30 June 2010 compared to that of the
previous year mainly due to delays and provisions for foreseeable losses on certain projects.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 169
Health-
Energy & care & Elimi-
2010 Plantation Property Industrial Motors Utilities Others Corporate nation Total
Segment assets
Operating
assets 12,871.4 6,622.5 5,580.4 4,469.2 3,311.2 725.1 2,015.1 (35.5 ) 35,559.4
Jointly
controlled
entities and
associates 446.6 390.2 59.8 61.6 (146.2 ) 29.4 – – 841.4
Non-current
assets held
for sale – 4.9 – 2.4 – 3.2 – – 10.5
13,318.0 7,017.6 5,640.2 4,533.2 3,165.0 757.7 2,015.1 (35.5 ) 36,411.3
Segment liabilities
Liabilities 1,216.2 889.7 2,161.9 1,790.1 1,723.4 178.2 106.6 (35.5 ) 8,030.6
Additions to non-current assets, other than financial instruments and deferred tax assets, are as follows:
Health-
Energy & care & Elimi-
Plantation Property Industrial Motors Utilities Others Corporate nation Total
Capital
expenditure 1,100.1 338.2 676.7 268.0 925.4 198.9 28.3 – 3,535.6
Additions to
interest in
jointly
controlled
entities and
associates – – 3.4 7.1 9.9 – – – 20.4
Goodwill
arising from
business
combinations 7.5 – – 6.3 – – – – 13.8
1,107.6 338.2 680.1 281.4 935.3 198.9 28.3 – 3,569.8
2009
Segment assets
Operating
assets 12,080.9 5,530.1 6,155.4 3,799.5 3,660.2 617.0 1,292.9 (61.6 ) 33,074.4
Jointly
controlled
entities and
associates 447.5 442.9 56.7 22.7 137.8 30.4 – – 1,138.0
Non-current
assets held
for sale – – 2.1 – 15.8 40.6 – – 58.5
12,528.4 5,973.0 6,214.2 3,822.2 3,813.8 688.0 1,292.9 (61.6 ) 34,270.9
Segment liabilities
Liabilities 1,290.1 810.5 2,084.2 1,129.0 1,440.4 159.7 98.0 (61.6 ) 6,950.3
170 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Additions to non-current assets, other than financial instruments and deferred tax assets, are as follows:
Health-
Energy & care & Elimi-
2009 Plantation Property Industrial Motors Utilities Others Corporate nation Total
Capital
expenditure 740.6 89.6 260.6 302.2 478.3 59.7 23.8 – 1,954.8
Additions to
interest in
jointly
controlled
entities and
associates – – 1.9 – 106.8 – – – 108.7
Goodwill
arising from
business
combinations – – – 32.4 20.2 – – – 52.6
740.6 89.6 262.5 334.6 605.3 59.7 23.8 – 2,116.1
Reconciliation of segment assets and liabilities to total assets and total liabilities are as follows:
Assets Liabilities
2010 2009 2010 2009
Revenue, profit before interest and tax and non-current assets, other than financial instruments and deferred tax assets,
analysed by location of the Group’s operations:
Revenue and non-current assets, other than financial instruments and deferred tax assets, analysed by location of
customers and location of assets:
Non-current
Revenue assets
2010 2009 2010 2009
The Group’s operations are wide spread 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.
2010 2009
At the last Annual General Meeting held on 30 November 2009, the Company obtained a shareholders’ mandate to allow
the Group to enter into recurrent related party transactions of revenue or trading nature.
In accordance with Section 4.1.5 of Practice Note No 12/2001 issued by Bursa Malaysia Securities Berhad, the details of
recurrent related party transactions conducted during the financial year ended 30 June 2010 pursuant to the shareholders’
mandate are as follows:
Sime Darby Chemical Company Sale of chemicals and Permodalan Nasional 77.9 282.0
Plantation Sdn of Malaysia Berhad fertilisers by the Berhad and Amanah Raya
Bhd and its and its following CCM Group to SDP Nominees Tempatan
subsidiaries subsidiaries: Sdn Bhd – Skim Amanah
(SDP) - CCM Agri-Max Sdn Saham Bumiputera are
Bhd major shareholders of the
- CCM Fertilizers Group and CCM Group
Sdn Bhd
- CCM Chemicals
Sdn Bhd
- PT CCM
Agripharma
(CCM Group)
Significant related party transactions other than as disclosed in Notes 5, 6, 7 and 8 are as follows:
Group Company
2010 2009 2010 2009
a. Transactions with jointly controlled entities
Tolling fees and sales to Emery Oleochemicals (M)
Sdn Bhd and its related companies 12.1 8.0 – –
Sale of land to Sime Darby Sunrise Development
Sdn Bhd (formerly known as Baywood Avenue
Sdn Bhd) 114.1 – – –
b. Transactions with associates
Forwarding services from KN Sime Logistics Sdn Bhd 10.0 – – –
Purchase of natural latex from Muang Mai Guthrie
Co Ltd 2.9 – – –
Rental of land from Seriemas Development Sdn Bhd
(formerly known as I & P Seriemas Sdn Bhd) 13.4 12.7 – –
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 173
Group Company
2010 2009 2010 2009
c. Transactions between subsidiaries and its significant
minority shareholders
Turnkey works rendered by Brunsfield Engineering
Sdn Bhd to Sime Darby Brunsfield Holding Sdn Bhd
(SDBH) and its subsidiaries, companies in which
Dato’ Dr Ir Gan Thian Leong and Encik Mohamad
Hassan Zakaria have equity interests 260.6 99.0 – –
Turnkey works rendered by Brunsfield Engineering
Sdn Bhd to Sime Darby Brunsfield Property Sdn Bhd,
companies in which Encik Mohamad Hassan Zakaria
has equity interests 5.1 – – –
Sale of properties by SDBH to Brunsfield Properties
Sdn Bhd, companies in which Dato’ Dr Ir Gan Thian
Leong and Encik Mohamad Hassan Zakaria have
equity interests 11.5 0.9 – –
Sales of goods and performance of services to Gunnebo
Holdings APS and its related companies,
a shareholder of Chubb Malaysia Sendirian Berhad 10.2 15.5 – –
Royalty payment to and procurement of Completely
Knocked-Down (CKD) packs, Completely Built-Up
cars and ancillary services from Hyundai Motor
Company and its related companies 29.2 83.7 – –
Other than as disclosed above, there were no material contracts subsisting as at 30 June 2010 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.
174 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
The outstanding balances with subsidiaries are shown in Note 17 and the significant outstanding balances with other
related parties as at 30 June are as follows:
Group Company
2010 2009 2010 2009
a. Amounts due from/(to) jointly controlled entities
Malaysia - China Hydro Joint Venture (56.5 ) (60.4 ) – –
Sime Darby Marine Puteri Offshore I (L) Inc 64.0 40.3 – –
Sime Darby Marine Puteri Offshore II (L) Inc 14.2 15.3 – –
Sime Darby Marine Puteri Offshore III (L) Inc 14.2 15.3 – –
Sime Darby Sunrise Development Sdn Bhd
(formerly known as Baywood Avenue Sdn Bhd) 108.9 – – –
Terberg Tractors Malaysia Sdn Bhd 0.8 8.1 – –
All outstanding balances are unsecured and repayable within the normal credit periods.
43 Financial Instruments
The Group is also exposed to currency translation risk arising from its net investments in foreign subsidiaries, jointly
controlled entities and associates, which is not hedged due to the long-term nature of those investments.
Credit risk
Credit risk arises when derivative instruments are used or sales made on credit terms. The Group seeks to control
credit risk by dealing with customers of appropriate credit history. Where appropriate, guarantees or securities are
obtained to limit credit risk. Sales to customers are usually suspended when earlier amounts are overdue exceeding
180 days.
The Group seeks to invest cash assets safely and profitably in reputable financial institutions. The Group considers
the risk of material loss in the event of non-performance by these financial institutions to be unlikely.
The maximum exposure to credit risk for the Group and Company is represented by the carrying amount of each
financial asset and in respect of derivative financial instruments, as disclosed in Note 43(e). At the balance sheet
date, there were no significant concentrations of credit risk.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 175
In assessing the fair value of other derivatives and financial instruments, the Group uses a variety of methods and
makes assumptions that are based on market conditions existing at each balance sheet date. In particular, the fair
value of financial liabilities is estimated by discounting the future contractual cash flows at the current market interest
rate available to the Group for similar financial instruments.
The face values of financial assets (less any estimated credit adjustments) and financial liabilities with a maturity
period of less than one year are assumed to approximate their fair values.
Trade
receivables
(net) 416.0 2.3 9.6 54.7 – 0.9 6.9 2,634.9 3,125.3
Cash held
under Housing
Development
Accounts – – – – – – – 542.1 542.1
Bank balances,
deposits and
cash 345.2 198.4 43.2 0.1 44.8 26.7 17.5 3,815.3 4,491.2
Long-term
borrowings (651.8 ) – – – – – – (3,635.5 ) (4,287.3 )
Short-term
borrowings (12.6 ) – – – – – – (3,289.7 ) (3,302.3 )
Trade payables (352.2 ) (0.8 ) (176.9 ) (4.5 ) (0.3 ) (7.6 ) (21.3 ) (3,335.0 ) (3,898.6 )
(255.4 ) 199.9 (124.1 ) 50.3 44.5 20.0 3.1 (3,267.9 ) (3,329.6 )
176 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Trade
receivables
(net) 645.9 – 8.1 36.9 – 1.2 7.9 2,372.6 3,072.6
Cash held
under
Housing
Development
Accounts – – – – – – – 327.5 327.5
Bank balances,
deposits and
cash 258.6 127.3 164.1 – 48.4 16.1 34.4 2,661.1 3,310.0
Long-term
borrowings (704.9 ) – – – – – – (1,307.9 ) (2,012.8 )
Short-term
borrowings (242.8 ) – – – – – (28.3 ) (3,323.1 ) (3,594.2 )
Trade payables (239.0 ) (0.3 ) (51.7 ) (4.5 ) (0.1 ) (21.7 ) (24.0 ) (3,323.2 ) (3,664.5 )
(282.2 ) 127.0 120.5 32.4 48.3 (4.4 ) (10.0 ) (2,593.0 ) (2,561.4 )
All financial assets and financial liabilities of the Company are denominated mainly in Ringgit Malaysia, the functional
currency of the Company, other than the amounts due from subsidiaries of RM1,010.2 million and RM506.6 million as
at 30 June 2009 which were denominated in Singapore dollar and Hong Kong dollar respectively. For the financial year
ended 30 June 2010, there are no financial assets and financial liabilities which are denominated in currencies other
than Ringgit Malaysia.
Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities
are kept to an acceptable level. Material foreign currency transaction exposures are hedged, mainly with derivative
financial instruments such as forward foreign exchange contracts.
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 177
Group Maturities
2010 Within 1 year Above 1 year Total
Group Maturities
2009 Within 1 year Above 1 year Total
Forward contracts used to hedge anticipated sales
- United States dollar 515.0 – 515.0
- European Union euro 40.0 – 40.0
- Qatar riyal 31.0 – 31.0
- Japanese yen 6.5 – 6.5
592.5 – 592.5
Forward contracts used to hedge receivables
- United States dollar 530.4 – 530.4
- European Union euro 1.1 – 1.1
- Qatar riyal 12.5 – 12.5
- Japanese yen 1.5 – 1.5
545.5 – 545.5
Forward contracts used to hedge anticipated purchases
- United States dollar 158.7 26.0 184.7
- Australian dollar 42.5 – 42.5
- European Union euro 523.8 – 523.8
- Singapore dollar 21.8 – 21.8
- Japanese yen 22.3 10.7 33.0
- Pound sterling 24.5 – 24.5
- Qatar riyal 12.9 – 12.9
806.5 36.7 843.2
Forward contracts used to hedge payables
- United States dollar 127.3 – 127.3
- Australian dollar 0.3 – 0.3
- European Union euro 38.6 – 38.6
- Singapore dollar 12.1 – 12.1
- Others 1.6 – 1.6
179.9 – 179.9
Total 2,124.4 36.7 2,161.1
All exchange gains and losses are recognised in the income statement in the same period when the payments are
swapped.
As at 30 June 2010, the notional amount of cross currency swap contract amounted to RM11.4 million and has a
maturity period of less than 1 year.
e. Fair value
The carrying amounts and fair values of financial assets and liabilities of the Group and Company at the balance sheet
date are as follows:
Group Company
Carrying Fair Carrying Fair
amount value amount Value
Financial assets
2010
Investments (net)
- quoted shares 39.7 45.1 – –
- unquoted shares 113.2 159.6 – –
- unquoted debentures 2.2 2.5 – –
Amount due from a subsidiary – – 3,800.0 3,800.0
Trade and other receivables
- trade receivables 80.1 80.1 – –
- advances for plasma plantation projects 31.7 31.7 – –
- redeemable loan stocks 202.9 201.0 – –
2009
Investments (net)
- quoted shares 39.0 43.1 – –
- unquoted shares 178.8 221.5 – –
- unquoted debentures 2.2 3.0 – –
Amount due from a subsidiary – – 850.5 850.5
Trade and other receivables
- advances for plasma plantation projects 37.5 37.5 – –
- redeemable loan stocks 189.6 179.3 – –
Financial liabilities
2010
Borrowings
- term loans 2,512.2 2,512.2 – –
- unconvertible redeemable loan stocks 24.9 27.0 – –
- Islamic Medium Term Notes 2,000.0 2,044.3 2,000.0 2,044.3
2009
Borrowings
- term loans 2,215.4 2,215.4 – –
- unconvertible redeemable loan stocks 37.4 59.5 – –
- Murabahah Medium Term Notes 1,000.0 1,000.0 1,000.0 1,000.0
180 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group
Notional Net fair
amount Value
2010
Forward foreign exchange contracts 3,556.4 (16.5 )
Interest rate swaps 2,297.7 (127.8 )
2009
Forward foreign exchange contracts 2,161.1 21.2
Interest rate swaps 1,906.1 (62.2 )
44 Effects of Accounting Policies that will be Adopted in the Next Financial Year
As described in Note 1(c) to the financial statements, a number of new, revised and material amendments to standards
and interpretations will be adopted by the Group with effect from 1 July 2010. Below are the material adjustments
required to restate the audited figures for financial year ended 30 June 2010. Changes that merely affect disclosure are
not illustrated below.
Group Adjustments
As
As currently FRS 117 restated
Balance sheet stated (note a) (note b)
NON-CURRENT ASSETS
Property, plant and equipment 10,772.7 1,357.5 12,130.2
Prepaid lease rentals 2,644.8 (1,354.8 ) 1,290.0
Investment properties 395.2 16.9 412.1
Others 5,125.4 – 5,125.4
18,938.1 19.6 18,957.7
CURRENT ASSETS
Prepayments 601.2 (19.6 ) 581.6
Others 18,027.8 – 18,027.8
18,629.0 (19.6 ) 18,609.4
Non-current assets held for sale 10.5 – 10.5
TOTAL ASSETS 37,577.6 – 37,577.6
TOTAL EQUITY 21,130.9 – 21,130.9
NON-CURRENT LIABILITIES 5,106.4 – 5,106.4
CURRENT LIABILITIES 11,340.3 – 11,340.3
TOTAL LIABILITIES 16,446.7 – 16,446.7
TOTAL EQUITY AND LIABILITIES 37,577.6 – 37,577.6
RM RM
Net assets per share attributable to ordinary equity holders of
the Company 3.40 3.40
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 181
44 Effects of Accounting Policies that will be Adopted in the Next Financial Year (continued)
Notes:
a. Amendments to FRS 117 – leasehold land that meet the criteria for finance lease are reclassified to property, plant
and equipment or investment properties accordingly.
b. The effects of FRS 139 are not included in the restated amount as the Group has applied the transitional provisions in
FRS 139 which exempt it from disclosing the possible impact arising from the initial application of the standard.
45 Holding Companies
The Company’s immediate and ultimate holding companies are Permodalan Nasional Berhad, a public company with
limited liability, and Yayasan Pelaburan Bumiputra, a company limited by guarantee, respectively. Both companies are
incorporated in Malaysia.
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Plantation – Subsidiaries (continued)
Sime Darby Alif Retort Pack Retailing, marketing and Malaysia 60.0 – 1
Products Sdn Bhd (formerly distributing pre-packaged
known as Alif Retort Pack products including pre-package
Products Sdn Bhd) food products
Sime Darby Austral Holdings Processing of palm oil and palm Malaysia 100.0 100.0 1
Berhad (formerly known as kernel and investment holding
Austral Enterprises Berhad)
Sime Darby Austral Sdn Bhd Processing of palm oil products Malaysia 60.0 60.0 1
(formerly known as Austral
Edible Oil Sdn Bhd)
Sime Darby Beverages Sdn Bhd Fruit cultivation, processing and sales Malaysia 100.0 100.0 1
(formerly known as Golden of its products
Hope Food & Beverages Sdn
Bhd)
Sime Darby Biodiesel Sdn Bhd Production and sale of biodiesel and Malaysia 100.0 100.0 1
its related products
Sime Darby Bioganic Sdn Bhd Manufacturing of Palm Tocotrienol Malaysia 100.0 100.0 1
Vitamin E
Sime Darby Biotech Research and cloning of oil palm Malaysia 100.0 100.0 1
Laboratories Sdn Bhd tissue culture
Sime Darby Bukit Talang Sdn Processing and sales of palm oil and Malaysia 100.0 100.0 1
Bhd (formerly known as palm kernel
Prolific Image Sdn Bhd)
Sime Darby Consulting Sdn Investment holding Malaysia 100.0 100.0 1
Bhd (formerly known as Sime
Consulting Sdn Bhd)
Sime Darby Foods & Beverages Distribution and marketing of Halal Malaysia 100.0 100.0 1
Marketing Sdn Bhd (formerly food products for both retail and
known as Sime Darby Foods food services
Marketing Sdn Bhd)
Sime Darby Fresh Sdn Bhd Cultivation and marketing of corn Malaysia 100.0 100.0 1
(formerly known as Sime crop produce
Farms Sdn Bhd)
Sime Darby Futures Trading Trading of crude palm oil and palm oil Malaysia 100.0 100.0 1
Sdn Bhd products
Sime Darby Jomalina Sdn Bhd Palm oil refining, trading and tolling Malaysia 100.0 100.0 1
(formerly known as Golden services
Jomalina Food Industries Sdn
Bhd)
Sime Darby Kempas Sdn Bhd Palm oil and palm kernel oil Malaysia 100.0 100.0 1
(formerly known as Kempas refining and fractionation; and
Edible Oil Sendirian Berhad) manufacturing and marketing of
specialty and end user fats
Sime Darby Latex Sdn Bhd Processing and sales of latex and Malaysia 100.0 100.0 1
other rubber related products
Sime Darby Livestock Sdn Bhd Rearing and trading of cattle Malaysia 100.0 100.0 1
Sime Darby Oils & Fats Sdn Marketing and sale of palm oil and Malaysia 60.0 100.0 1
Bhd palm oil related products
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 183
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Plantation – Subsidiaries (continued)
Sime Darby Pecconina Sdn Bhd Investment holding Malaysia 100.0 100.0 1
(formerly known as Guthrie
Tapis Sendirian Berhad)
Sime Darby Plantation (Sabah) Cultivation of oil palm and processing Malaysia 100.0 100.0 1
Sdn Bhd of palm oil and palm kernel
Sime Darby Plantation Cultivation of oil palm and processing Malaysia 100.0 100.0 1
(Sarawak) Sdn Bhd of palm oil and palm kernel
Sime Darby Plantation Investment holding Malaysia 100.0 100.0 1
Indonesia Sdn Bhd (formerly
known as Golden Hope
Overseas Plantations Sdn
Bhd)
Sime Darby Plantation Sdn Bhd Cultivation of oil palm and rubber, Malaysia 100.0 100.0 1
processing and sales of palm oil,
palm kernel and other palm oil
related products and investment
holding
Sime Darby Plantation Investment holding Malaysia 100.0 100.0 1
Thailand Sdn Bhd (formerly
known as Guthrie Siam Sdn
Bhd )
Sime Darby Research Sdn Bhd Research and development work in Malaysia 100.0 100.0 1
relation to tropical agriculture
Sime Darby Seeds & Provision of agricultural research and Malaysia 100.0 100.0 1
Agricultural Services Sdn Bhd advisory services and production
and sale of oil palm seeds, polybag
seedlings and rat baits
Sime Darby Technology Centre Research and development in Malaysia 100.0 100.0 1
Sdn Bhd biotechnology and agriculture
Sime Darby Turf Sdn Bhd Planting and selling of turf grass Malaysia 100.0 100.0 1
(formerly known as Barat
Estates Sendirian Berhad)
The China Engineers (Malaysia) Cultivation of oil palm and processing Malaysia 100.0 100.0 1
Sdn Bhd of palm oil and palm kernel
Vertical Drive Sdn Bhd Investment holding Malaysia 100.0 100.0 1
Wangsa Mujur Sdn Bhd Cultivation of oil palm and processing Malaysia 72.5 72.5 1
of palm oil and palm kernel
PT Aneka Intipersada Cultivation of oil palm and processing Indonesia 100.0 100.0 2
of palm oil and palm kernel
PT Anugerah Sumbermakmur Investment holding Indonesia 100.0 100.0 2
PT Asricipta Indah Investment holding Indonesia 90.0 90.0 2
PT Bahari Gembira Ria Cultivation of oil palm and processing Indonesia 99.0 99.0 2
of palm oil and palm kernel
PT Bersama Sejahtera Sakti Cultivation of oil palm and processing Indonesia 91.1 91.1 2
of palm oil and palm kernel
184 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Plantation – Subsidiaries (continued)
PT Bhumireksa Nusasejati Cultivation of oil palm and processing Indonesia 100.0 100.0 2
of palm oil and palm kernel
PT Bina Sains Cemerlang Cultivation of oil palm and processing Indonesia 100.0 100.0 2
of palm oil and palm kernel
PT Budidaya Agro Lestari Cultivation of oil palm Indonesia 100.0 100.0 2
PT Golden Hope Nusantara Palm oil refining Indonesia 100.0 100.0 2
PT Guthrie Pecconina Cultivation of oil palm and processing Indonesia 100.0 100.0 2
Indonesia of palm oil and palm kernel
PT Indotruba Tengah Cultivation of oil palm and processing Indonesia 50.0 50.0 2
of palm oil and palm kernel
PT Kartika Inti Perkasa Investment holding Indonesia 60.0 60.0 2
PT Kridatama Lancar Cultivation of oil palm and processing Indonesia 100.0 100.0 2
of palm oil and palm kernel
PT Ladangrumpun Suburabadi Cultivation of oil palm and processing Indonesia 100.0 100.0 2
of palm oil and palm kernel
PT Laguna Mandiri Cultivation of oil palm and processing Indonesia 88.6 88.6 2
of palm oil and palm kernel
PT Lahan Tani Sakti Cultivation of oil palm and Indonesia 100.0 100.0 2
processing of palm oil and palm
kernel
PT Langgeng Muaramakmur Cultivation of oil palm and Indonesia 100.0 100.0 2
processing of palm oil and palm
kernel
PT Minamas Gemilang Investment holding Indonesia 100.0 100.0 2
PT Mitral Austral Cultivation of oil palm and Indonesia 65.0 65.0 2
Sejahtera processing of palm oil and palm
kernel
PT Muda Perkasa Sakti Investment holding Indonesia 100.0 100.0 2
PT Padang Palma Permai Cultivation of oil palm and processing Indonesia 75.5 75.5 2
of palm oil and palm kernel
PT Paripurna Swakarsa Cultivation of oil palm Indonesia 93.5 93.5 2
PT Perkasa Subur Sakti Processing of palm oil and palm Indonesia 100.0 100.0 2
kernel
PT Perusahaan Perkebunan Cultivation of oil palm and processing Indonesia 75.5 75.5 2
Industri dan Niaga Sri Kuala of palm oil and palm kernel
PT Sajang Heulang Cultivation of oil palm and processing Indonesia 100.0 100.0 2
of palm oil and palm kernel
PT Sandika Natapalma Cultivation of oil palm and processing Indonesia 100.0 100.0 2
of palm oil and palm kernel
PT Sime Agri Bio Import and wholesale trading Indonesia 100.0 – 2
(main distribution) of agricultural
equipments and other agricultural
products
PT Sime Indo Agro Cultivation of oil palm and processing Indonesia 100.0 100.0 2
of palm oil and palm kernel
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 185
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Plantation – Subsidiaries (continued)
PT Sritijaya Abaditama Investment holding Indonesia 60.0 60.0 2
PT Swadaya Andika Cultivation of oil palm and processing Indonesia 100.0 100.0 2
of palm oil and palm kernel
PT Tamaco Graha Krida Cultivation of oil palm and processing Indonesia 90.0 90.0 2
of palm oil and palm kernel
PT Teguh Sempurna Cultivation of oil palm and processing Indonesia 100.0 100.0 2
of palm oil and palm kernel
PT Tunggal Mitra Cultivation of oil palm and processing Indonesia 60.0 60.0 2
Plantations of palm oil and palm kernel
Kwang Joo Seng (Malaysia) Royalty and rental income Singapore 100.0 100.0 2
Private Ltd
Sime Darby Edible Products Refining, manufacturing and Singapore 100.0 100.0 2
Limited marketing of edible oils and palm oil
related products and surfactant
Sime Darby Plantation Europe Investment holding Singapore 100.0 100.0 2
Ltd (formerly known as
Edible Products Limited)
Sime Darby Plantation Investment holding Singapore 100.0 100.0 2
Investment (Liberia) Private
Limited
Rizhao Sime Darby Oils & Fats Refining, storage and marketing of China 60.0 60.0 4
Company Limited palm oil and related products
Sime Darby China Oils & Fats Marketing and sales of palm oil Hong Kong 60.0 60.0 2
Company Limited and palm oil related products and SAR
investment holding
Morakot Industries Public Manufacturing and distribution of Thailand 99.9 99.9 2
Company Limited vegetable oils
Sime-Morakot Holdings Investment holding Thailand 100.0 100.0 2
(Thailand) Limited
The China Engineers (Thailand) Investment holding Thailand 99.9 99.9 2
Limited
Golden Hope Nha Be Edible Refining of edible oil Vietnam 51.0 51.0 2
Oils Co Ltd
Golden Hope Investments Investment holding Cayman 100.0 100.0 5
(Asia Pacific) Islands
Sime Darby International Investment holding Cayman 100.0 100.0 5
Investments Limited Islands
Sime Darby Plantation Investment holding Cayman 100.0 100.0 5
Holdings (Cayman Islands) Islands
(formerly known as Golden
Hope Investments)
Paul Tiefenbacher GmbH Trading of natural and synthetic Germany 100.0 100.0 2
rubber and chemicals
Sime Darby Plantations Investment holding Germany 100.0 100.0 5
(Deutschland) GmbH
186 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Plantation – Subsidiaries (continued)
Sime Darby Plantation (Liberia) Cultivation of oil palm and rubber and Liberia 100.0 100.0 4
Inc processing and sale of rubber
Sime Darby Investments Investment holding Luxembourg 100.0 100.0 3
(Europe) S.à.r.l
Golden Hope Overseas Capital Investment holding Mauritius 100.0 100.0 2
CleanerG BV Producing biodiesel from vegetable Netherlands 100.0 100.0 2
oils
Mulligan International BV Investment holding Netherlands 100.0 100.0 5
Sime Darby Netherlands BV Investment holding Netherlands 100.0 100.0 2
(formerly known as GH
Netherlands BV)
Sime Darby Unimills BV Refining and modification of Netherlands 100.0 100.0 2
(formerly known as Unimills vegetable oils
BV)
Sime Darby Hudson And Refining and marketing of edible oils South Africa 100.0 100.0 2
Knight (Proprietary) Limited and fats
Derawan Sdn Bhd Dormant Malaysia 100.0 100.0 1
Kumpulan Jerai Sendirian Dormant Malaysia 100.0 100.0 1
Berhad
Kumpulan Kamuning Dormant Malaysia 100.0 100.0 1
Sendirian Berhad
Kumpulan Ladang- Ladang Dormant Malaysia 100.0 100.0 1
Rajawali Sendirian Berhad
Kumpulan Linggi Sendirian Dormant Malaysia 100.0 100.0 1
Berhad
Kumpulan Sua Betong Dormant Malaysia 100.0 100.0 1
Sendirian Berhad
Kumpulan Tebong Sendirian Dormant Malaysia 100.0 100.0 1
Berhad
Kumpulan Temiang Sendirian Dormant Malaysia 100.0 100.0 1
Berhad
Nature Ambience Sdn Bhd Dormant Malaysia 100.0 – 1
Perkhidmatan Komputer Dormant Malaysia 100.0 100.0 1
Perladangan Sdn Bhd
Sahua Enterprise Sdn Bhd Dormant Malaysia 100.0 100.0 1
Sime Darby Biofuels Sdn Bhd Dormant Malaysia 100.0 100.0 1
Sime Darby Genomics Sdn Bhd Dormant Malaysia 100.0 100.0 1
Sime Darby Green Sdn Bhd Dormant Malaysia 100.0 100.0 1
(formerly known as Sime
Aerogreen Technology Sdn
Bhd)
Sime Darby Pelita Julau Sdn Dormant Malaysia 100.0 – 1
Bhd (formerly known as Layar
Strategi Sdn Bhd)
Sime Darby Plantation Dormant Malaysia 100.0 100.0 1
(Peninsular) Sdn Bhd
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 187
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Plantation – Subsidiaries (continued)
Sime Darby Plantation Dormant Malaysia 100.0 100.0 1
Academy Sdn Bhd
Sincere Outlook Sdn Bhd Dormant Malaysia 100.0 100.0 1
PT Guthrie Abdinusa Industri Dormant Indonesia 70.0 70.0 2
Dongguan Sime Darby Dormant China 50.2 50.2 4
Sinograin Oils and Fats Co
Ltd
Golden Hope – Nhabe Dormant Cambodia 51.0 51.0 2
(Cambodia) Import & Export
Co Ltd
Sime Darby Edible Products Dormant India 100.0 – 4
India Private Limited
Guthrie Plantation Liberia Inc Dormant Liberia 100.0 100.0 3
Trolak Estates Limited Dormant Scotland 100.0 100.0 3
Sime Darby Edible Products Dormant Tanzania 100.0 100.0 5
Tanzania Limited
Castlefield (Klang) Rubber Dormant United 100.0 100.0 3
Estate Plc Kingdom
Dusun Durian Plantations Dormant United 100.0 100.0 3
Limited Kingdom
Holyrood Rubber Plc Dormant United 100.0 100.0 3
Kingdom
Hoscote Rubber Estates Dormant United 100.0 100.0 3
Limited Kingdom
Kinta Kellas Rubber Estate Plc Dormant United 100.0 100.0 3
Kingdom
Malaysian Estates Plc Dormant United 100.0 100.0 3
Kingdom
Nalek Rubber Estate Limited Dormant United 100.0 100.0 3
Kingdom
Sabah Plantations Limited Dormant United 100.0 100.0 3
Kingdom
The Kuala Selangor Rubber Plc Dormant United 100.0 100.0 3
Kingdom
The London Asiatic Rubber and Dormant United 100.0 100.0 3
Produce Company Limited Kingdom
The Pataling Rubber Estates Dormant United 100.0 100.0 3
Limited Kingdom
The Straits Plantations Limited Dormant United 100.0 100.0 3
Kingdom
The Sungei Bahru Rubber Dormant United 100.0 100.0 3
Estates Plc Kingdom
Aspen Timur Sdn Bhd In members’ voluntary liquidation Malaysia – 60.0 1
188 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Plantation – Jointly controlled entities
Emery Oleochemicals (M) Sdn Production and sale of fatty acids, Malaysia 50.0 50.0 3
Bhd fatty alcohols, refined glycerine,
oilfield chemicals, ozone acids,
plastic additives, methyl esters and
other oleochemical derivatives
Emery Oleochemicals Rika (M) Production and sales of fatty Malaysia 27.5 27.5 3
Sdn Bhd alcohols
Emery Oleochemicals Trading Trading in oleochemicals China 50.0 50.0 3
(Shanghai) Co Limited
Emery Oleochemicals (HK) Investment holding and trading in Hong Kong 50.0 50.0 3
Limited oleochemicals SAR
Emery Importacao eComêrcio Trading in oleochemicals Brazil 50.0 50.0 3
Oleoquĩmica Ltda
Emery Oleochemicals Canada Trading in oleochemicals Canada 50.0 50.0 3
Ltd
Emery Oleochemicals Japan Trading in oleochemicals Japan 50.0 50.0 3
Ltd
Emery Oleochemicals GmbH Production and trading in Germany 50.0 50.0 3
oleochemicals
Emery Oleochemicals UK Investment holding and trading in United 50.0 50.0 3
Limited oleochemicals products Kingdom
Emery Oleochemicals LLC Production and trading in United States 50.0 50.0 3
oleochemicals of America
Asian Furs Sdn Bhd Dormant Malaysia 50.0 50.0 3
Emery Oleochemicals Dormant Malaysia 50.0 50.0 3
Kimianika (M) Sdn Bhd
Emery Oleochemicals Dormant Malaysia 50.0 50.0 3
Marketing (M) Sdn Bhd
Plantation – Associates
Barlow Bulking Sdn Bhd Bulking and marketing facilities to Malaysia 32.0 32.0 3
(formerly known as Boustead edible oil producers and millers
Bulking Sdn Bhd)
Nescaya Maluri Sdn Bhd Investment holding and quarry Malaysia 40.0 40.0 3
business
Tenom Crumb Sdn Bhd Processing of latex, unsmoked sheet Malaysia 49.0 49.0 3
and scrap into Standard Malaysian
Rubber (SMR)
Guangzhou Keylink Chemicals Manufacture, sale and distribution China 43.5 43.5 3
Co Ltd of surfactants
Leverian Holdings Pte Limited Investment holding Singapore 40.0 40.0 3
Muang Mai Guthrie Public Co Processing and distribution of Thailand 49.0 49.0 3
Ltd rubber
Bangladesh Edible Oil Limited Refining, packaging and marketing Bangladesh 40.0 40.0 3
of edible oil, importing and selling
packed oil and procure mustard and
coconut oil
Intertrade (Bangladesh) Pte Dormant Bangladesh 40.0 40.0 3
Limited
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 189
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Property – Subsidiaries
Accord Shipping & Forwarding Property development Malaysia 100.0 100.0 1
Sdn Bhd
Alor Setia Sdn Bhd Property investment Malaysia 100.0 100.0 1
Caring Skyline Sdn Bhd Investment holding Malaysia – 100.0 1
Genting View Resort Property development and provision Malaysia 30.4 30.4 1
Development Sdn Bhd of management services
Golfhome Development Sdn Property investment Malaysia 100.0 100.0 1
Bhd
Golftek Development Sdn Bhd Property investment and Malaysia 100.0 100.0 1
development
Harvard Golf Resort (Jerai) Operation of a golf course Malaysia 99.0 99.0 1
Berhad
Harvard Hotel (Jerai) Sdn Bhd Operation of a hotel Malaysia 100.0 100.0 1
Harvard Jerai Development Property development and Malaysia 100.0 100.0 1
Sdn Bhd investment
Impian Golf Resort Berhad Provision of golfing and sporting Malaysia 100.0 100.0 1
services
Ironwood Development Sdn Property investment and property Malaysia 100.0 100.0 1
Bhd development
Kuala Lumpur Golf & Country Provision of golfing and sporting Malaysia 100.0 100.0 1
Club Berhad services and property development
Malaysia Land Development Property investment, property Malaysia 50.7 50.7 1
Company Berhad management and investment
holding
Negara Properties (M) Berhad Investment holding Malaysia 100.0 100.0 1
Negara Properties Services Property management Malaysia 100.0 100.0 1
Sdn Bhd
Sime Darby Ampar Tenang Sdn Property investment Malaysia 100.0 100.0 1
Bhd (formerly known as
Guthrie Wood Products Sdn
Bhd)
Sime Darby Ara Damansara Property investment and Malaysia 100.0 100.0 1
Development Sdn Bhd development
(formerly known as Sime
Pilmoor Development Sdn
Bhd)
Sime Darby Augsburg (M) Property development Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as
Augsburg (M) Sdn Bhd)
Sime Darby Brunsfield Property development Malaysia 60.0 60.0 1
Damansara Sdn Bhd
Sime Darby Brunsfield Property development and Malaysia 60.0 60.0 1
Holding Sdn Bhd investment holding
Sime Darby Brunsfield Kenny Property development Malaysia 60.0 60.0 1
Hills Sdn Bhd
190 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Property – Subsidiaries (continued)
Sime Darby Brunsfield Property development Malaysia 60.0 60.0 1
Motorworld Sdn Bhd
Sime Darby Brunsfield Property investment Malaysia 60.0 60.0 1
Properties Holding Sdn Bhd
Sime Darby Brunsfield Property development Malaysia 70.0 70.0 1
Property Sdn Bhd (formerly
known as Sime UEP
Brunsfield Properties Sdn
Bhd)
Sime Darby Builders Sdn Bhd Property development Malaysia 100.0 100.0 1
(formerly known as Golden
Hope Builders Sdn Bhd)
Sime Darby Building Provision of property management Malaysia 100.0 100.0 1
Management Services Sdn services
Bhd (formerly known as Sime
UEP Building Management
Services Sdn Bhd )
Sime Darby Chemara Sdn Bhd Property development Malaysia 100.0 100.0 1
(formerly known as Guthrie
Chemara Sdn Bhd)
Sime Darby Constant Skyline Property development Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as
Constant Skyline Sdn Bhd)
Sime Darby Construction Sdn Property investment and construction Malaysia 100.0 100.0 1
Bhd (formerly known as UEP
Construction Sdn Bhd)
Sime Darby CPB Properties Property management and related Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as activities
CPB Properties Sdn Bhd)
Sime Darby Elmina Property development and Malaysia 100.0 100.0 1
Development Sdn Bhd investment
Sime Darby GVR Management Resort management Malaysia 50.7 50.7 1
Sdn Bhd (formerly known as
Genting View Resort
Management Sdn Bhd)
Sime Darby Harta (Damansara) Property investment Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as
Guthrie Harta (Damansara)
Sdn Bhd)
Sime Darby Homes Sdn Bhd Property development and Malaysia 100.0 100.0 1
(formerly known as Sime UEP investment
Homes Sdn Bhd)
Sime Darby Industrial Park Sdn Property development and Malaysia 100.0 100.0 1
Bhd (formerly known as Sime investment
UEP Industrial Park Sdn Bhd)
Sime Darby Johor Property development and Malaysia 100.0 100.0 1
Development Sdn Bhd investment
(formerly known as Sime UEP
(Johor) Sdn Bhd)
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 191
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Property – Subsidiaries (continued)
Sime Darby Landscaping Sdn Horticultural supplies, landscaping Malaysia 100.0 100.0 1
Bhd (formerly known as and design consultants and property
Guthrie Landscaping Sdn development
Bhd )
Sime Darby Lukut Property development and Malaysia 100.0 100.0 1
Development Sdn Bhd investment
(formerly known as Guthrie
Lukut Development Sdn
Bhd)
Sime Darby Melawati Property development and Malaysia 100.0 100.0 1
Development Sdn Bhd management
(formerly known as Melawati
Development Sdn Bhd)
Sime Darby Nilai Utama Sdn Property development Malaysia 70.0 70.0 1
Bhd (formerly known as NP
Development Sdn Bhd)
Sime Darby Paralimni Sdn Bhd Property development Malaysia 100.0 100.0 1
(formerly known as Paralimni
Sdn Bhd)
Sime Darby Properties (Sabah) Property development and Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as investment holding
Golden Hope Properties
(Sabah) Sdn Bhd)
Sime Darby Properties Property development Malaysia 100.0 100.0 1
(Selangor) Sdn Bhd (formerly
known as Golden Hope
Properties (Selangor) Sdn
Bhd)
Sime Darby Properties Builders Property construction Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as
Negara Properties Builders
Sdn Bhd)
Sime Darby Properties Harta Property investment and Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as management
Negara Properties Harta Sdn
Bhd)
Sime Darby Properties Provision of landscaping services Malaysia 100.0 100.0 1
Landscaping Sdn Bhd
(formerly known as Negara
Properties Landscaping Sdn
Bhd)
Sime Darby Properties Realty Property development, property Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as management and provision of
Negara Properties Realty Sdn related consultancy services
Bhd)
Sime Darby Property (Bestari Property investment Malaysia 100.0 100.0 1
Jaya) Sdn Bhd (formerly
known as Sime Darby
Industrial Properties Sdn
Bhd)
192 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Property – Subsidiaries (continued)
Sime Darby Property (Bukit Property development Malaysia 100.0 100.0 1
Selarong) Sdn Bhd (formerly
known as Syarikat Jeleta
Bumi Sdn Bhd)
Sime Darby Property (Bukit Property investment Malaysia 100.0 100.0 1
Tunku) Sdn Bhd (formerly
known as Sime Way Sdn Bhd )
Sime Darby Property (Klang) Property development Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as
Prominent Acres Sdn Bhd)
Sime Darby Property Property development Malaysia 100.0 100.0 1
(Langkawi) Sdn Bhd
Sime Darby Property (Lembah Property development and Malaysia 100.0 100.0 1
Acob) Sdn Bhd (formerly investment
known as Sime UEP Lembah
Acob Sdn Bhd)
Sime Darby Property (Melaka) Property investment Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as
Sime Footwear (Melaka)Sdn
Bhd)
Sime Darby Property (Nilai) Property development, investment Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as and project management
Sime Darby Land Sdn Bhd)
Sime Darby Property (SJCC) Property investment and renting of Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as properties
Sungei Way Development
Berhad)
Sime Darby Property (Subang) Property development and Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as investment
Sime UEP Centre Sdn Bhd)
Sime Darby Property Property development and Malaysia 100.0 100.0 1
(Sungai Kapar) Sdn Bhd investment holding
(formerly known as Syarikat
Pembangunan Hartanah
Guthrie Sdn Bhd)
Sime Darby Property (USJ) Property development Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as
Lengkap Teratai Sdn Bhd)
Sime Darby Property Berhad Investment holding, property Malaysia 100.0 100.0 1
development, and provision of
management and advisory services
Sime Darby Property Holdings Property investment and provision of Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as property management services
Sime Property Holdings Sdn
Bhd)
Sime Darby Property Real estate and property Malaysia 100.0 100.0 1
Management Sdn Bhd management
(formerly known as Guthrie
Property Management Sdn
Bhd)
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 193
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Property – Subsidiaries (continued)
Sime Darby Putra Heights Property development and Malaysia 100.0 100.0 1
Development Sdn Bhd investment
(formerly known as Sime UEP
Heights Sdn Bhd)
Sime Darby Sungai Kantan Property development and Malaysia 100.0 100.0 1
Development Sdn Bhd management
(formerly known as Sungai
Kantan Development Sdn
Bhd)
Sime Darby Urus Harta Sdn Property management services Malaysia 100.0 100.0 1
Bhd (formerly known as Sime
Darby Urus Harta Berhad)
Sime Darby USJ Development Property development, investment Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as and construction
Sime UEP Development Sdn
Bhd)
Sime Healthcare Sdn Bhd Property investment Malaysia 100.0 100.0 1
Sime Latex Products Sdn Bhd Property investment Malaysia 100.0 100.0 1
Sime UEP Executive Suites Sdn Property investment and property Malaysia 100.0 100.0 1
Bhd development
Sime Wood Industries Sdn Bhd Property investment and provision of Malaysia 100.0 100.0 1
property management services
Stableford Development Sdn Property investment and operation of Malaysia 100.0 100.0 1
Bhd a convention centre
Syarikat Malacca Straits Inn Ownership and operation of hotel Malaysia 55.0 55.0 1
Sdn Bhd known as Hotel Equatorial Melaka
Syarikat Perumahan Guthrie Property development Malaysia 100.0 100.0 1
Sdn Bhd
Tegas Setia Sdn Bhd Investment holding Malaysia 100.0 100.0 1
The Glengowrie Rubber Property development and Malaysia 93.4 93.4 1
Company Sdn Bhd investment, and investment holding
Wisma Sime Darby Sdn Berhad Property investment, management Malaysia 100.0 100.0 1
and related services
Darby Park (Management) Pte Property investment and Singapore 100.0 100.0 2
Ltd (formerly known as management of service apartments
Sime Properties International
Private Limited)
Darby Park (Singapore) Pte Ltd Property investment and Singapore 100.0 100.0 2
(formerly known as Citrus management of service residences
Grove Properties Private
Limited)
Sime Darby Property Property investment and Singapore 100.0 100.0 2
(Alexandra) Limited (formerly management
known as Alexandra
Properties Limited)
194 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Property – Subsidiaries (continued)
Sime Darby Property (Amston) Investment holding and property Singapore 100.0 100.0 2
Pte Ltd (formerly known as investment
Amston Properties Private
Limited)
Sime Darby Property (Dunearn) Property investment and Singapore 100.0 100.0 2
Limited (formerly known as management
Dunearn Properties Limited)
Sime Darby Property (Kilang) Property investment and Singapore 100.0 100.0 2
Limited (formerly known as management
Singapore Properties
Limited)
Sime Darby Property Property development and Singapore 100.0 100.0 2
(Orange Grove) Pte Ltd investment
(formerly known as Aquila
Development Private
Limited)
Sime Darby Property (Vietnam) Investment holding and management Singapore 100.0 100.0 2
Pte Ltd (formerly known as of service residence
Sime Properties (Vietnam)
Private Limited)
Sime Darby Property Property management and Singapore 100.0 100.0 2
Singapore Limited (formerly investment holding
known as Sime Darby
Properties Singapore
Limited)
Weifang Sime Darby Property Property development and China 99.9 99.9 4
Co Ltd investment
Weifang Sime Darby Real Property development and China 99.9 99.9 4
Estate Co Ltd investment
Sime Darby Property (Hong Investment holding Hong Kong 100.0 100.0 2
Kong) Limited (formerly SAR
known as Sime Darby
Properties Holdings (HK)
Limited)
OCI Management Pty Ltd Security and landcare services Australia 60.0 60.0 2
Sime Darby Australia Limited Investment holding, service Australia 100.0 100.0 2
apartment operations and
management
Sime Darby Eagles Cove Property development, provision of Australia 60.0 60.0 2
Development Pty Ltd security and landcare services
(formerly known as Oyster
Cove International Pty Ltd)
Sime Darby Hotels Pty Ltd Operations of service apartments Australia 100.0 100.0 2
Sime Darby Resorts Pty Ltd Management of a resort Australia 100.0 100.0 2
Key Access Holdings Limited Investment holding British Virgin 100.0 – 5
Islands
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 195
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Property – Subsidiaries (continued)
Sime Darby Brunsfield Investment holding British Virgin 60.0 60.0 5
Australia Pte Ltd Islands
Sime Darby London Limited Property investment holding United 100.0 100.0 2
Kingdom
Sime Darby Management Property management United 100.0 100.0 2
Services Limited (formerly Kingdom
known as Sime Management
Services Limited)
Rangdong Orange Court Development and operation of Vietnam 65.0 65.0 2
Limited service residences
Vibernum Limited Property investment holding Guernsey 100.0 – 1
Golden Hope Properties Dormant Malaysia 100.0 100.0 1
(Melaka) Sdn Bhd
GVR Construction Sdn Bhd Dormant Malaysia 30.4 30.4 1
Puchong Quarry Sdn Bhd Dormant Malaysia 100.0 100.0 1
Pulau Carey Properties Sdn Dormant Malaysia 100.0 100.0 1
Bhd
R&W Management Sdn Bhd Dormant Malaysia 100.0 100.0 1
Sime Darby Brunsfield Darby Dormant Malaysia 60.0 60.0 1
Hills Sdn Bhd
Sime Darby Brunsfield Project Dormant Malaysia 60.0 60.0 1
Management Sdn Bhd
Sime Darby Brunsfield Dormant Malaysia 60.0 60.0 1
Property Management Sdn
Bhd
Sime Darby Brunsfield Resort Dormant Malaysia 60.0 60.0 1
Sdn Bhd
Sime Darby Brunsfield Dormant Malaysia 60.0 60.0 1
Resources Sdn Bhd
Sime Darby Brunsfield Taipan Dormant Malaysia 60.0 100.0 1
City Sdn Bhd
Sime Darby Catering Services Dormant Malaysia 100.0 100.0 1
Sdn Bhd
Sime Darby Land (Johor) Sdn Dormant Malaysia 100.0 100.0 1
Bhd
Sime Darby KLGCC Dormant Malaysia 100.0 100.0 1
Development Sdn Bhd
(formerly known as Sime
Darby Resort Sdn Bhd)
Sime Darby Property (Bandar Dormant Malaysia 100.0 100.0 1
Gemilang) Sdn Bhd (formerly
known as SD Bandar
Gemilang Development Sdn
Bhd)
196 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Property – Subsidiaries (continued)
Sime Darby Property Dormant Malaysia 100.0 100.0 1
Development Sdn Bhd
Sime Darby SJCC Development Dormant Malaysia 60.0 60.0 1
Sdn Bhd (formerly known as
Subang Jaya City Centre Sdn
Bhd)
Solarvest Sdn Bhd Dormant Malaysia 100.0 100.0 1
Vicworld (M) Sdn Bhd Dormant Malaysia 100.0 100.0 1
Xinjiang Sime Darby Dormant China 100.0 100.0 2
Property Co Ltd
Green East Prime Ventures Inc Dormant Philippines 63.2 63.2 3
Sime Darby Realty Dormant Philippines 98.8 98.8 3
Development Corporation
Bacini Cycles Pty Ltd Dormant Australia 100.0 100.0 2
Mortlock Distributors Pty Ltd Dormant Australia 100.0 100.0 2
Oyster Cove Properties Pty Ltd Dormant Australia 60.0 60.0 2
Sime Cycle Australia Pty Ltd Dormant Australia 100.0 100.0 2
Ecopuri Sdn Bhd In members’ voluntary liquidation Malaysia – 100.0 1
Glengowrie Properties Sdn In members’ voluntary liquidation Malaysia – 93.4 1
Bhd
Golden Hope Properties In members’ voluntary liquidation Malaysia – 100.0 1
(Perak) Sdn Bhd
Golden Hope Staff Bungalows In members’ voluntary liquidation Malaysia – 100.0 1
Sdn Bhd
Malaysian Ice Berhad In members’ voluntary liquidation Malaysia – 100.0 1
Pinar Baiduri Sdn Bhd In members’ voluntary liquidation Malaysia – 100.0 1
Sime Darby General Trading In members’ voluntary liquidation Malaysia – 100.0 1
Sdn Bhd
Sime Hartanah Sdn Bhd In members’ voluntary liquidation Malaysia – 100.0 1
The Eden Bungalow In members’ voluntary liquidation Malaysia – 100.0 1
Association Sdn Bhd
The Whittington Hill Bungalow In members’ voluntary liquidation Malaysia – 100.0 1
Association Sdn Bhd
Property – Jointly controlled entities
Sime Darby Sunrise Property development Malaysia 50.0 – 1
Development Sdn Bhd
(formerly known as Baywood
Avenue Sdn Bhd)
Sime Darby Brunsfield Investment holding British Virgin 50.0 50.0 5
International Limited Islands
Sime Darby Brunsfield Dormant Australia 50.0 50.0 3
Properties Australia Pty Ltd
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 197
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Property – Associates
Bitaria Sdn Bhd Property development Malaysia 24.0 24.0 3
Brunsfield Embassyview Sdn Property development and project Malaysia 30.0 30.0 3
Bhd management
I&P Morib Sdn Bhd Property development Malaysia 28.0 28.0 3
Seriemas Development Sdn Property development and Malaysia 40.0 40.0 3
Bhd (formerly known as I&P investment holding
Seriemas Sdn Bhd)
Shaw Brothers (M) Sdn Bhd Property and investment holding Malaysia 36.0 36.0 1
PT Bhumyamca Sekawan Light industrial and commercial Indonesia – 49.0 3
property investment and
management
Artesian Investments Pte Ltd Property development and Singapore 49.0 49.0 2
investment
Bluefields Investments Pte Ltd Property development and Singapore 49.0 49.0 2
investment
China Property Development Investment holding Cayman 30.4 30.4 3
(Holdings) Limited Islands
Mostyn Development Sdn Bhd Dormant Malaysia 30.0 30.0 3
NSB Venture Holding Sdn Dormant Malaysia 40.0 40.0 1
Bhd (formerly known as NSB
Venture Sdn Bhd)
Siltown Realty Philippines Inc Dormant Philippines 39.5 39.5 3
Industrial – Subsidiaries
Sime Darby Electropack Sdn Manufacturing and assembly of Malaysia 100.0 100.0 1
Bhd generators, agricultural and
industrial machinery
Sime Darby Industrial Academy Training services Malaysia 100.0 100.0 1
Sdn Bhd
Sime Darby Industrial Power Sale and marketing of generators, Malaysia 91.2 91.2 1
Sdn Bhd agricultural and industrial machinery
Sime Darby Industrial Power Assembly and packaging of Malaysia 100.0 100.0 1
Systems Sdn Bhd (formerly generators
known as Tractors Malaysia
Power Systems Sdn Bhd)
Sime Darby Industrial Sdn Bhd Sale of equipment, spare parts and Malaysia 100.0 100.0 1
service support for Caterpillar
business, other material handling
equipment and industrial cleaners,
and supply and installation of co-
generation systems
Sime Darby Surface Tech Sdn Manufacturing, re-manufacturing, Malaysia – 100.0 1
Bhd repair and servicing of engine
products, electroplating and
chroming activities
198 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Industrial – Subsidiaries (continued)
Sime Darby Joy Industries Sdn Designing and manufacturing of Malaysia 55.0 55.0 1
Bhd (formerly known as TMA- heat exchangers, radiators, process
Joy Industries Asia Pacific equipment modules, filters and
Sdn Bhd) separators
Sime Darby TMA Sdn Bhd Manufacturing and assembly of Malaysia 100.0 100.0 1
(formerly known as Tractors tractor implements and parts, and
Manufacturing & Assembly other products
Sdn Bhd)
Sime Darby TMR Sdn Reconditioning of used equipment Malaysia 100.0 100.0 1
Bhd (formerly known and machinery
as Tractors Malaysia
Rebuild Sdn Bhd)
Sime Darby Tractors Enterprise Investment holding Malaysia 100.0 100.0 1
Sdn Bhd
Sime Darby Tractors Realty Property investment Malaysia 100.0 100.0 1
Sdn Bhd
Sime Kubota Sdn Bhd Assembly and distribution of Kubota Malaysia 90.0 90.0 1
range of agricultural machinery and
other machinery and equipment
Tractors Material Handling Sale and distribution of lift trucks Malaysia 100.0 100.0 1
Sdn Bhd and spare parts, and the rental and
servicing of other material handling
equipment
Tractors Petroleum Services Supply, repair and maintenance Malaysia 100.0 100.0 1
Sdn Bhd of Caterpillar engines and other
equipment for the oil and gas
industry, refurbishment of
gas turbines and the sale and
installation of pressure vessels
PT T Energy Supply of Compressed Natural Gas Indonesia 70.0 70.0 5
re-fuelling for buses and motor
vehicles in Indonesia
Sime Darby Industrial Holdings Investment holding Singapore 100.0 100.0 2
Pte Ltd
Tractors Singapore Limited Sale, rental, service and assembly Singapore 100.0 100.0 2
of earthmoving and construction
equipment and related heavy
equipment and spare parts
Foshan Shunde CEL Machinery Manufacturing, distribution and China 100.0 100.0 2
Company Limited maintenance of engineering
machinery, electricity generator
sets, engines, agricultural and
transportation machinery and
relevant spare parts and after sales
services and reconditioning of used
mechanical and electrical products
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 199
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Industrial – Subsidiaries (continued)
Sime Darby CEL Machinery Manufacturing, distribution and China 100.0 100.0 2
(Jiangxi) Company Limited maintenance of engineering
machinery, electricity generator
sets, engines, agricultural and
transportation machinery and
relevant spare parts and after-sales
services and reconditioning of used
mechanical and electrical products
Sime Darby Elco Power Distribution of Perkins engine China 100.0 100.0 2
Equipment (Shenzhen) products, spare parts and after sales
Limited services
Sime Darby SEM Dealer Manufacturing, distribution and China 100.0 100.0 2
(Fujian) Limited (formerly maintenance of engineering
known as Xiamen CEL machinery, electricity generator
Heavy Equipment Company sets, engines, agricultural and
Limited) transportation machinery and
relevant spare parts and after-sales
services and reconditioning of used
mechanical and electrical products
Xiamen Sime Darby CEL Manufacturing, distribution and China 100.0 100.0 2
Machinery Co Ltd maintenance of engineering
machinery, electricity generator
sets, engines, agricultural and
transportation machinery and
relevant spare parts and after-sales
services and reconditioning of used
mechanical and electrical products
Sime Darby Elco Power Distribution of Perkins engine Hong Kong 100.0 100.0 2
Systems Limited products, spare parts and after sales SAR
services
Sime Darby Tractors (Hong Investment holding Hong Kong 100.0 100.0 2
Kong) Ltd SAR
The China Engineers Investment holding Hong Kong 100.0 100.0 2
(South China) Limited SAR
The China Engineers Selling of Caterpillar heavy Hong Kong 100.0 100.0 2
Limited construction equipment, electricity SAR
generator sets, engines and spare
parts; provision of maintenance
service; equipment rental; project
co-ordination and engineering
for installation of mechanical and
electrical equipment
Tractors (B) Sdn Bhd Assembly, marketing and distribution Brunei 70.0 70.0 3
of agricultural and industrial
equipment
CICA Vietnam Limited Provision of consultancy and services Vietnam 100.0 70.0 2
in connection with installation,
operation, repair and maintenance
of industrial machines, equipment
and vehicles
200 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Industrial – Subsidiaries (continued)
Austchrome Pty Ltd Chroming and hydraulic repairs Australia 100.0 100.0 5
Hastings Deering (Australia) Sale, rental and servicing for Australia 100.0 100.0 2
Limited Caterpillar products, hardchroming
and hydraulic repair
CICA Limited Supply of industrial equipment and Channel 100.0 70.0 5
machinery and after-sales services Islands
Caltrac SAS Sales of equipment and spare parts New 100.0 100.0 2
and service support for Caterpillar Caledonia
business
Hastings Deering (PNG) Sales of equipment and spare parts Papua New 100.0 100.0 2
Limited and service support for Caterpillar Guinea
business
Hastings Deering (Solomon Sales of equipment and spare parts Solomon 100.0 100.0 3
Islands) Limited and service support for Caterpillar Islands
business
Associated Tractors Sendirian Dormant Malaysia 100.0 100.0 1
Berhad
Scandinavian Truck & Bus Sdn Dormant Malaysia 100.0 100.0 1
Bhd
Tractors Malaysia Motor Dormant Malaysia 100.0 100.0 1
Holdings Sdn Bhd
Tractors Machinery Dormant Singapore 100.0 100.0 2
International Pte Ltd
Sime Darby CEL Machinery Dormant China 100.0 – 2
(Xinjiang) Company Limited
Xinjiang Sime Darby Heavy Dormant China 100.0 100.0 4
Equipment Co Ltd
Xiamen Xiangyu Sime Darby Dormant China 100.0 100.0 2
CEL Machinery Trading Co
Ltd
Sime Darby Industries Inc Dormant Philippines 98.8 98.8 3
Sime Darby Pilipinas Inc Dormant Philippines 98.8 98.8 3
Sime Darby Yangon Limited Dormant Myanmar 100.0 100.0 3
Sime Darby Macau CEL Deregistered Macau SAR – 100.0 5
Machinery Company Limited
Industrial - Jointly controlled entities
Terberg Tractors Malaysia Sdn Marketing, distributing, selling and Malaysia 50.0 50.0 1
Bhd servicing Terberg terminal tractors
Wilpena Pty Limited Sales of Caterpillar equipments and Australia 50.0 50.0 3
spare parts and service support for
projects
Industrial – Associates
Caterpillar Financial Services Hire purchase and leasing finance in Malaysia 40.0 40.0 1
Malaysia Sdn Bhd support of sales of equipment
APac Energy Rental Pte Ltd Rental of industrial machinery and Singapore 20.0 16.7 3
equipment
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 201
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Industrial – Associates (continued)
FG Wilson Asia Pte Ltd Sale and servicing of diesel Singapore 50.0 50.0 2
generator sets
Energy Power Systems Distribution and rental of Caterpillar Australia 20.0 20.0 3
Australia Pty Ltd engine and associated products
Motors – Subsidiaries
Auto Bavaria Sdn Bhd Investment holding Malaysia 100.0 100.0 1
Ford Malaysia Sdn Bhd Investment holding Malaysia 51.0 51.0 1
Hyundai-Sime Darby Berhad Investment holding Malaysia 99.9 99.9 1
Hyundai-Sime Darby Motors Sales and distribution of passenger Malaysia 100.0 100.0 1
Sdn Bhd and light commercial vehicles and
spare parts for its product range
Inokom Corporation Sdn Bhd Manufacture and assembly of light Malaysia 53.5 53.5 1
commercial and passenger vehicles,
and contract assembly of motor
vehicles
Land Rover (Malaysia) Sdn Bhd Import and distribution of Land Malaysia 60.0 60.0 1
Rover motor vehicles and spare
parts
Sime Darby Auto ConneXion Distribution of Ford motor vehicles Malaysia 100.0 100.0 1
Sdn Bhd and spare parts, retail of motor
vehicles and spare parts and
provision of after-sales services
Sime Darby Auto Hyundai Sdn Sales of Hyundai and Inokom Malaysia 51.0 51.0 1
Bhd vehicles, provision of after sales
services and sales of related spare
parts
Sime Darby Auto Imports Sdn Importer of BMW, MINI and Ford Malaysia 100.0 100.0 1
Bhd motor vehicles as well as Porsche
motor vehicles and related spare
parts
Sime Darby Auto Italia Sdn Bhd Distribution of Alfa Romeo vehicles Malaysia 100.0 100.0 1
and spare parts
Sime Darby Auto Performance Distributor and retailer of Porsche- Malaysia 70.0 100.0 1
Sdn Bhd (formerly known as motor vehicles, related spare parts,
Special Brand Sdn Bhd) accessories and provision of related
services
Sime Darby Hyundai Distribution of motor vehicles Malaysia 51.0 51.0 1
Integrated Sdn Bhd
Sime Darby Hyundai Sdn Bhd Investment holding and importation Malaysia 51.0 51.0 1
of Hyundai vehicles
Sime Darby Motor Division Sdn Provision of management services Malaysia 100.0 100.0 1
Bhd and retail of BMW and MINI motor
vehicles
Sime Darby Motors Sdn Bhd Investment holding Malaysia 100.0 100.0 1
Sime Darby Rent-A-Car Sdn Vehicle rental Malaysia 100.0 100.0 1
Bhd
202 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Motors – Subsidiaries (continued)
Performance Motors Limited Motor vehicles dealership Singapore 100.0 100.0 2
Performance Premium Retailer, wholesaler and exporter of Singapore 60.0 60.0 2
Selection Limited used cars
Sime Darby Motor Holdings Investment holding and provision of Singapore 100.0 100.0 2
Limited management and auxiliary services
Sime Darby Services Private Vehicle rental Singapore 100.0 100.0 2
Limited
Sime Singapore Limited Investment holding Singapore 100.0 100.0 2
Vantage Automotive Limited Motor vehicles dealership Singapore 100.0 100.0 2
Changsha Bow Yue Vehicle Retail of BMW motor vehicles and China 100.0 100.0 2
Services Company Limited related spare parts, provision
of after-sales services for BMW
motor vehicles including repair
and maintenance, and provision of
consultancy services
Chengdu Bow Yue Vehicle Retail of BMW motor vehicles and China 100.0 100.0 2
Company Limited related spare parts, provision
of after-sales services for BMW
motor vehicles including repair,
maintenance and inspection,
provision of consultancy services
and investment holding
Guangdong Deda Bow Ma Provision of after-sales services for China 65.0 65.0 2
Motor Service Co Ltd BMW and MINI motor vehicles
including repair, maintenance and
inspection; retail of spare parts of
BMW and MINI motor vehicles and
provision of consultancy services
Guangzhou Bow Yue Vehicle Retail of BMW and MINI motor China 100.0 100.0 2
Trading Company Limited vehicles and related spare parts, and
provision of consultancy services
Hainan Bao Yue Automobiles Retail of BMW and MINI motor China 100.0 100.0 2
Trading Co Ltd vehicles and related spare parts, and
provision of consultancy services
Hainan Bow Yue Vehicles Provision of after-sales services for China 100.0 100.0 2
Trading and Services Limited BMW and MINI motor vehicles
(formerly known as Hainan including repair, maintenance and
Dejie Motors Limited) inspection; retail of spare parts of
BMW and MINI motor vehicles and
provision of consultancy services
Hainan Sime Darby Motors Property investment China 100.0 100.0 2
Service Enterprises Company
Limited
Hangzhou Sime Darby Motors Display of motor vehicles and after- China 60.0 60.0 2
Sales and Services Company sales consultancy services
Limited
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 203
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Motors – Subsidiaries (continued)
Shanghai Sime Darby Motor Retail of Rolls-Royce and Lamborghini China 60.0 60.0 2
Commerce Company Limited motor vehicles and related
spare parts, provision of after-
sales services including repair,
maintenance and inspection,
provision of consultancy services
and investment holding
Shanghai Sime Darby Motor Retail of Jaguar and Land Rover China 60.0 60.0 2
Services Company Limited motor vehicles and related spare
parts, provision of motor vehicles
after-sales services including repair,
maintenance and inspection; retail
of spare parts
Shantou Bow Yue Vehicle Retail of BMW motor vehicles and China 100.0 100.0 2
Trading Company Limited related spare parts and provision of
consultancy services
Shantou Dehong Bow Ma Provision of after-sales services for China 60.0 60.0 2
Motors Company Limited BMW motor vehicles including
repair, maintenance and inspection;
retail of spare parts of BMW
motor vehicles and provision of
consultancy services
Shenzhen Bow Chuang Vehicle Retail of BMW and MINI motor China 100.0 100.0 2
Trading Company Limited vehicles and related spare parts, and
provision of consultancy services
Shenzhen Sime Darby Motor Provision of after-sales services for China 100.0 70.0 2
Enterprises Co Ltd BMW and MINI motor vehicles
including repair, maintenance and
inspection, retail of spare parts of
BMW and MINI motor vehicles and
provision of consultancy services
Yunnan Bow Yue Vehicle Retail of BMW and MINI motor China 65.0 65.0 2
Trading Company Limited vehicles and related spare parts,
provision of after-sales services
for BMW and MINI motor vehicles
including repair and maintenance
and provision of consultancy
services
Yunnan Dekai Bow Ma Motors Retail of BMW motor vehicles and China 65.0 65.0 2
Technology & Service Co Ltd related spare parts, provision
of after-sales services for BMW
motor vehicles including repair
and maintenance and provision of
consultancy services
Auto Technology Engineering Distribution of Denso Diesel injection Hong Kong 100.0 100.0 2
Company Limited pumps and provision of after-sales SAR
service
BMW Concessionaires (HK) Distribution and retail of BMW Hong Kong 100.0 100.0 2
Limited motor vehicles, provision of after- SAR
sales maintenance services and
investment holding
204 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Motors – Subsidiaries (continued)
Bow Ma Motors (South China) Investment holding Hong Kong 100.0 100.0 2
Ltd SAR
Goodwood Motors Limited Distribution and retail of Rolls-Royce Hong Kong 100.0 100.0 2
motor vehicles SAR
Island Motors Limited Distribution and retail of Suzuki Hong Kong 100.0 100.0 2
motor vehicles SAR
Sime Darby Management Provision of management services Hong Kong 100.0 100.0 2
Services Limited and property holding SAR
Sime Darby Motor Group (HK) Investment holding Hong Kong 100.0 100.0 2
Limited SAR
Sime Darby Motor Group (PRC) Investment holding Hong Kong 100.0 100.0 2
Limited SAR
Sime Darby Motor Service Car testing licencee Hong Kong 100.0 100.0 2
Centre Limited SAR
Sime Darby Motor Services Distribution and retail of Ford motor Hong Kong 100.0 100.0 2
Limited vehicles, Smith electric vehicles, SAR
Huanghai bus and provision of
after-sales services for motor
vehicles
Uniparts Limited Wholesaler and retailer of motor Hong Kong 100.0 100.0 2
vehicle spare parts and accessories SAR
Universal Cars (Importers) Distribution and retail of Mitsubishi Hong Kong 100.0 100.0 2
Limited motor vehicles SAR
Universal Cars Limited Distribution and retail of Mitsubishi Hong Kong 100.0 100.0 2
motor vehicles SAR
Wallace Harper & Company Investment holding Hong Kong 100.0 100.0 2
Limited SAR
Warwick Motors Limited Distribution and retail of Land Rover Hong Kong 100.0 100.0 2
motor vehicles SAR
BMW Concessionaires (Macau) Retail of BMW and MINI motor Macau SAR 100.0 100.0 2
Limited vehicles and provision of after-sales
maintenance services
Harper Engineering (Macau) Motor vehicles sales and provision Macau SAR 100.0 100.0 2
Limited of after-sales services
Performance Motors (Thailand) Motor dealership Thailand 100.0 100.0 2
Limited
Sime Darby (Thailand) Limited Investment holding and provision of Thailand 100.0 100.0 2
management and auxiliary services
Sime Darby Mazda (Thailand) Motor dealership Thailand 100.0 100.0 2
Limited
Sime Darby Mitsu (Thailand) Leasing of properties Thailand 100.0 100.0 2
Limited
Sime Darby Regent Motors Motor dealership Thailand 100.0 100.0 2
Limited
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 205
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Motors – Subsidiaries (continued)
Viking Motors Limited Leasing of properties Thailand 100.0 100.0 2
Sime Darby Automobiles Pty Distribution of Peugeot motor Australia 100.0 100.0 2
Ltd vehicles
Sime Darby Fleet Services Pty Vehicle rental and related Australia 100.0 100.0 2
Ltd mechanical services
Sime Darby Motors Group Provision of management services Australia 100.0 100.0 2
(Australia) Pty Limited
Sime Darby SsangYong Distribution of SsangYong motor Australia 100.0 100.0 2
(Australia) Pty Limited vehicles
Continental Car Services Retail of new and used passenger New Zealand 100.0 100.0 2
Limited cars and light commercial vehicles,
spare parts and accessories and the
provision of related services
Hino Distributors NZ Limited Distribution and retail of Hino trucks New Zealand 100.0 100.0 2
Infinity Automotive Limited Retail of new and used passenger New Zealand 100.0 100.0 2
cars and light commercial vehicles,
spare parts and accessories and the
provision of related services
Motor Truck Distributors (NZ) Distribution and retail of Mack and New Zealand 100.0 100.0 2
Limited Renault trucks and buses
North Shore Motor Holdings Retail of new and used passenger New Zealand 100.0 100.0 2
Limited cars, spare parts and accessories and
the provision of related services
Sime Darby Automobiles NZ Distribution of motor vehicles and New Zealand 100.0 100.0 2
Limited parts
Sime Darby Motor Group (NZ) Investment holding New Zealand 100.0 100.0 2
Limited
Truck Investments Limited Investment holding New Zealand 100.0 100.0 2
Truck Stops (NZ) Limited Provision of spare parts and services New Zealand 100.0 100.0 2
for medium and heavy trucks and
repair and servicing of truck trailers
UD Truck Distributors (NZ) Distribution and retail of Nissan New Zealand 100.0 100.0 2
Limited diesel trucks, spare parts and
accessories and the provision of
related services
Sime Darby Hong Kong Group Investment holding Bermuda 100.0 100.0 5
Company Limited
Associated Motors Industries Dormant Malaysia 51.0 51.0 1
Malaysia Sdn Bhd
Hyundai-Sime Darby Engine Dormant Malaysia 100.0 100.0 1
Manufacturing Sdn Bhd
Sime Darby System Integrators Dormant Malaysia 99.9 99.9 1
Sdn Bhd
206 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Motors – Subsidiaries (continued)
Beijing Hong Zheng Jie Dormant China 60.0 60.0 2
Technical Services Limited
(formerly known as Tianjin
Dong Hui Technical Services
Company Limited )
Beijing Sime Darby Consulting Dormant China 100.0 100.0 2
Services Company Limited
Shenzhen Xin Chuang Motor Dormant China 100.0 100.0 3
Trading Company Limited
Tianjin Sime Winner Motors Dormant China 60.0 60.0 2
Trading Co Ltd
AutoFrance China Limited Dormant Hong Kong 100.0 100.0 2
SAR
AutoFrance Hong Kong Dormant Hong Kong 100.0 100.0 2
Limited SAR
Sime Darby Motors (Nissan Dormant Hong Kong 100.0 100.0 2
China) Holdings Limited SAR
Sime Winner Holdings Limited Dormant Hong Kong 60.0 60.0 2
SAR
SimeWinner Nissan Autocrafts Dormant Hong Kong 60.0 60.0 2
Limited SAR
Vermont International Limited Dormant Hong Kong 60.0 60.0 2
SAR
Continental Cars Limited Dormant New Zealand 100.0 100.0 2
ERF Man and Western Star Dormant New Zealand 100.0 100.0 2
(NZ) Limited
Palmerston North Motors Dormant New Zealand 100.0 100.0 2
Wholesale Limited
Parts Link Trading Company Deregistered Hong Kong – 100.0 2
Limited SAR
Shanghai SimeWinner In deregistration China – 60.0 3
Automobile Trading
Company Limited
Motors – Associates
BMW Malaysia Sdn Bhd Sales and distribution of motor Malaysia 49.0* 49.0* 3
vehicles and motorcycles
Munich Automobiles Pte Ltd Sales and distribution of new BMW Singapore 40.0 – 3
M series motor vehicles and after-
sales service
BMW Financial Services Hong Provision of installment finance and Hong Kong 49.0 49.0 3
Kong Limited hire purchase facilities SAR
Sime Kansai Paints Sdn Bhd Manufacturing, selling and marketing Malaysia 40.0 40.0 3
of automotive and industrial paints
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 207
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Energy & Utilities – Subsidiaries
Chubb Malaysia Sendirian Manufacturing, marketing, Malaysia 70.0 70.0 1
Berhad installation, rental and servicing of
security products
Malaysian Oriental Holdings Investment holding Malaysia 100.0 100.0 1
Berhad
Mecomb Malaysia Sdn Berhad System integration and marketing of Malaysia 100.0 100.0 1
advanced electronic and electro-
mechanical equipment, instruments
and systems including mechanical
and electrical (M&E) services,
installation and systems integration
Port Dickson Power Berhad Independent power producer Malaysia 75.0 75.0 1
Sime Darby Drilling Services Provision of services, facilities and Malaysia 100.0 100.0 1
Sdn Bhd consultancy related to drilling for
underground water
Sime Darby Energy Sdn Bhd Investment holding and provision of Malaysia 100.0 100.0 1
operating and maintenance services
to an independent power producer
Sime Darby Engineering Sdn Engineering, procurement, Malaysia 100.0 100.0 1
Bhd fabrication, construction,
installation, hook-up and
commissioning relating to oil and
gas industry
Sime Darby Offshore Systems integration, marketing of Malaysia 100.0 100.0 1
Engineering Sdn Bhd products and services in oil and gas/
petrochemical industry
Sime Darby Petroleum Sdn Bhd Exploration and production of oil Malaysia 100.0 100.0 1
and gas
Sime Darby Utilities Sdn Bhd Investment holding Malaysia 100.0 100.0 1
Sime Darby Water Resources To source, treat, supply and Malaysia 75.0 75.0 1
(Perak) Sdn Bhd distribute water in its raw or treated
form
Sime Darby Water Resources To source, treat, supply and Malaysia 100.0 100.0 1
(Selangor) Sdn Bhd distribute water in its raw or treated
form
Sime Darby Water Resources Investment holding Malaysia 100.0 100.0 1
Sdn Bhd
Sime Engineering Sdn Bhd Engineering and project Malaysia 100.0 100.0 1
management services, and land
based construction work
Sime Surveillance Sdn Bhd Provision of security services Malaysia 100.0 100.0 1
Sime-SIRIM Technologies Sdn Establishing and operating Malaysia 50.0 50.0 1
Bhd commercial laboratories, providing
of calibration, measurement and
other related services
208 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Energy & Utilities – Subsidiaries (continued)
Mecomb Singapore Limited Manufacture and installation of Singapore 100.0 100.0 2
industrial equipment and the import
and sale of technical and scientific
instruments, mechanical, electrical
and electronic equipment and
components
Sime Darby Energy Pte Ltd Investment holding Singapore 100.0 100.0 2
(formerly known as Sime
Power Pte Ltd)
Jining Sime Darby Guozhuang Ownership and management of port China 70.0 70.0 2
Port Co Ltd facilities and services
Jining Sime Darby Longgong Ownership and management of port China 70.0 70.0 2
Port Co Ltd facilities and services
Jining Sime Darby Port Co Ltd Ownership and management of port China 70.0 70.0 2
facilities and services
Jining Sime Darby Taiping Port Operation of dock and port China 70.0 – 2
Co Ltd facilities, and handling and
warehousing of goods
Weifang Sime Darby Dredging Provision of dredging and marine China 50.5 50.5 2
Project Co Ltd services, land reclamation works
and related businesses
Weifang Sime Darby Port Co Ownership and management of port China 99.0 99.0 2
Ltd facilities and services
Weifang Sime Darby Tugboat Provision of tugboat pilot services China 50.5 50.5 2
Services Co Ltd and related businesses
Weifang Sime Darby Water Treatment and supply of treated China 100.0 100.0 2
Co Ltd water mainly to industrial customers
Zibo Sime Darby Chemicals Production and sale of China 51.0 51.0 2
Co Ltd polyaluminium chloride
Marksworth Limited Investment holding Hong Kong 100.0 100.0 2
SAR
Sime Darby Marine (Hong Investment holding Hong Kong 100.0 100.0 2
Kong) Private Limited SAR
Sime Darby Power Co Ltd Investment holding Hong Kong 100.0 100.0 2
(formerly known as Sime SAR
Darby Overseas (HK) Limited)
Laem Chabang Power Co Independent power producer Thailand 100.0 100.0 2
Limited
Mecomb (Thailand) Limited Sales of electrical and mechanical Thailand 100.0 100.0 2
equipment components
and instruments for use in
manufacturing plants, including
related services
Sime Darby LCP Power Co Independent power producer Thailand 100.0 100.0 2
Limited (formerly known as
Sime LCP Power Company
Limited)
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 209
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Energy & Utilities – Subsidiaries (continued)
Sime Darby O&M (Thailand) Co Provision of operation and Thailand 100.0 100.0 2
Ltd (formerly known as Sime maintenance services to power
O&M (Thailand) Co Ltd) plants
Balui Hydro Sdn Bhd Dormant Malaysia 100.0 100.0 1
JanaUrus PDP Sdn Bhd Dormant Malaysia 100.0 100.0 1
Malaysia-China Hydro Sdn Bhd Dormant Malaysia 100.0 100.0 1
Pesida Equipment Sdn Bhd Dormant Malaysia 100.0 100.0 1
Sime Darby Brunsfield Dormant Malaysia 60.0 60.0 1
Engineering Sdn Bhd
Sime Darby EcoSystems Sdn Dormant Malaysia 51.0 51.0 1
Bhd
Sime Darby Marine Sdn Bhd Dormant Malaysia 100.0 100.0 1
Sime Darby Nautical Sdn Bhd Dormant Malaysia 51.0 51.0 1
Sime Darby Power Link Sdn Dormant Malaysia – 100.0 1
Bhd
Sime Darby Power Sdn Bhd Dormant Malaysia 100.0 100.0 1
Sime Darby T&I Sdn Bhd Dormant Malaysia 51.0 51.0 1
Energy & Utilities – Jointly controlled entities
Halani Sime Offshore (L) Inc Owning and leasing of marine Malaysia 50.0 50.0 1
vessel and to undertake all related
activities
Malaysia – China Hydro Joint Engineering, procurement and Malaysia 35.7 35.7 1
Venture construction work
Sime Darby Marine Puteri Owning and leasing of marine Malaysia 50.0 50.0 1
Offshore I (L) Inc vessel and to undertake all related
activities
Sime Darby Marine Puteri Owning and leasing of marine Malaysia 50.0 50.0 1
Offshore II (L) Inc vessel and to undertake all related
activities
Sime Darby Marine Puteri Owning and leasing of marine Malaysia 50.0 50.0 1
Offshore III (L) Inc vessel and to undertake all related
activities
Halani Sime Darby Marine Leasing of marine vessel and all United Arab 50.0 – 4
(FZC) related activities Emirates
IWS Management Sdn Bhd Dormant Malaysia 50.0 50.0 1
Sime Engineering Sdn Bhd Dormant Malaysia 51.0 51.0 1
- Edwards & Sons Joint
Venture
Energy & Utilities – Associates
Chubb Singapore Private Marketing of security and fire Singapore 30.0 30.0 2
Limited protection products and services
210 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Energy & Utilities – Associates (continued)
Chubb-Special Fire Hazards Provision of fire protection and Singapore 30.0 30.0 2
Protection Pte Ltd alarm systems and services
Weifang Sime Darby Shipyard Provision of ship repair, ship building China 48.5 48.5 2
Co Ltd and related businesses
Weifang Binhai Haiwei Dredging of embankment projects, China 20.2 – 4
Dredging Project Co Ltd excavation, dredging and
maintenance of ports and channels,
fencing and filling of foundation,
leasing of vessels and related
facilities
Guardfire (Malaysia) Sdn Bhd Dormant Malaysia 30.0 30.0 1
Sime Darby Almana WLL Dormant Qatar 49.0 49.0 4
Healthcare & Others – Subsidiaries
Dunlopillo (Malaysia) Sdn Bhd Distribution of mattresses, related Malaysia 100.0 100.0 1
bedding products and accessories
Dunlopillo Holdings Sdn Bhd Investment holding and distribution Malaysia 100.0 100.0 1
of mattresses, related bedding
products and accessories
Kapar Coconut Industries Sdn Manufacturing and selling of Malaysia – 51.0 1
Bhd coconut-based food products
Sime Darby Allied Products Investment holding Malaysia 100.0 100.0 1
Berhad (formerly known as
Sime Malaysia Region
Berhad)
Sime Darby Global Services Provision of information technology Malaysia 100.0 100.0 1
Centre Sdn Bhd and information systems,
accounting, human resource
management and other support
services to related companies
Sime Darby Healthcare Organising educational programmes Malaysia 100.0 100.0 1
Educational Services Sdn Bhd and establish healthcare education
institutions
Sime Darby Healthcare Sdn Provision of healthcare management Malaysia 100.0 100.0 1
Bhd services and consultancy
Sime Darby Holdings Berhad Investment holding, marketing of Malaysia 100.0 100.0 1
and agents for commodities and
provision of management services to
related parties
Sime Darby Insurance Pte Ltd Offshore captive insurer Malaysia 100.0 100.0 1
Sime Darby Lockton Insurance Insurance and reinsurance brokers, Malaysia 60.0 60.0 1
Brokers Sdn Bhd insurance advisory and consultancy
services
Sime Darby Malaysia Berhad Investment holding and holding of Malaysia 100.0 100.0 1
trademarks
Sime Darby Medical Centre Management of hospital and Malaysia 100.0 100.0 1
ParkCity Sdn Bhd provision of related healthcare
facilities
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 211
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Healthcare & Others – Subsidiaries (continued)
Sime Darby Medical Centre Management of hospital and Malaysia 100.0 100.0 1
Subang Jaya Sdn Bhd provision of related healthcare
facilities
Sime Darby Medical Centre Ara Management of a healthcare facility Malaysia 100.0 – 1
Damansara Sdn Bhd and provision of related healthcare
services
Sime Darby NET Sdn Bhd Provider of information technology Malaysia 100.0 100.0 1
(formerly known as Sime NET services, human resources and
Technologies Sdn Bhd) other support services
Sime Darby Nominees Holding investments as a nominee Malaysia 100.0 100.0 1
Sendirian Berhad
Sime Darby Specialist Centre Operating a medical centre and Malaysia 100.0 100.0 1
Megah Sdn Bhd provision of medical, healthcare
and other related ancillary services
Sime Darby Technologies Investment holding Malaysia 100.0 100.0 1
Holdings Pte Ltd
Sime Rengo Packaging (M) Sdn Property investment Malaysia 70.0 70.0 1
Bhd
Sime Darby Ventures Sdn Bhd Investment holding Malaysia 100.0 100.0 1
(formerly known as Sime
Technology Ventures Sdn
Bhd)
Tractors Malaysia Holdings Investment holding Malaysia 100.0 100.0 1
Berhad
Yayasan Guthrie Receive and administer funds Malaysia @ @ 1
for educational, scientific and
charitable purposes and for public
welfare
Yayasan Sime Darby Receive and administer funds to Malaysia @ @ 1
award scholarships or loans for
educational purposes, undertake
sports, environmental conservation
and sustainability projects; and
other related activities for the
benefit of the community
Dunlopillo (Singapore) Pte Ltd Distribution of tyres, mattresses, Singapore 100.0 100.0 2
related bedding products and
accessories and investment holding
Sime Darby Eastern Investment holding Singapore 100.0 100.0 2
Investments Private Limited
Sime Darby Eastern Limited Investment holding Singapore 100.0 100.0 2
Sime Darby Insurance Brokers Insurance brokers and consultants Singapore 100.0 100.0 2
(Singapore) Pte Ltd
Sime Darby Management Investment holding and provision Singapore 100.0 100.0 2
Services (Singapore) Private of information technology,
Limited accounting, human resources, legal
and corporate secretarial services to
related companies
212 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Healthcare & Others – Subsidiaries (continued)
Sime Darby Nominees Private Holding investments as a nominee Singapore 100.0 100.0 2
Limited (formerly known as
Orchard Nominees Private
Limited)
Sime Darby Property Property investment Singapore 100.0 100.0 2
Investments Pte Ltd
Sime Darby Singapore Limited Investment holding Singapore 100.0 100.0 2
Sime Darby Investments Pte Investment holding Singapore 100.0 100.0 2
Ltd (formerly known as Sime
Singapore Investments
Limited)
Dunlopillo (Shenzhen) Limited Manufacturing and distribution China 100.0 100.0 2
of mattresses, related bedding
products and accessories
Sime Darby (China) Enterprise Provision of services to the China 100.0 – 2
Management Company enterprises established in China by
Limited the Group
Dunlopillo (Hong Kong) Distribution of mattresses, related Hong Kong 100.0 100.0 2
Limited bedding products and accessories SAR
Sime Darby Far East (1991) Investment holding Hong Kong 100.0 100.0 2
Limited (formerly known as SAR
SD Far East (1991) Limited)
Sime Darby Hongkong Finance Provision of intra-group financial Hong Kong 100.0 100.0 2
Limited and management services and SAR
investment holding
Sime Darby Hong Kong Limited Investment holding Hong Kong 100.0 100.0 2
SAR
Sime Darby Hong Kong Holding investments as a nominee Hong Kong 100.0 100.0 2
Nominees Limited SAR
Sime Darby Insurance Brokers Insurance brokers Hong Kong 100.0 100.0 2
(Hong Kong) Limited SAR
Sime Darby Managing Agency Insurance agency Hong Kong 100.0 100.0 2
(Hong Kong) Limited SAR
Dunlopillo (Vietnam) Limited Manufacturing and distribution Vietnam 100.0 100.0 2
of mattresses, related bedding
products and accessories
Sime Darby Investments Pty Investment holding Australia 100.0 100.0 2
Limited
Sime Darby Investments (BVI) Investment holding British Virgin 100.0 100.0 5
Limited Islands
Sime Darby Investments Provision of financing to companies Mauritius 100.0 100.0 3
(Mauritius) Limited within the group
Dunlopillo (Middle East) FZE Distribution of mattresses, related United Arab 100.0 100.0 5
bedding products and accessories Emirates
F inancial State m ents • Sim e Da r by B er h a d • An n u a l Rep or t 2 0 1 0 213
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Healthcare & Others – Subsidiaries (continued)
Guthrie Overseas Limited Investment holding United 100.0 100.0 3
Kingdom
Golden Hope Plantations Dormant Malaysia 100.0 100.0 1
Berhad
Guthrie Ropel Berhad Dormant Malaysia 100.0 100.0 1
Highlands & Lowlands Berhad Dormant Malaysia 100.0 100.0 1
Kumpulan Guthrie Berhad Dormant Malaysia 100.0 100.0 1
Kumpulan Sime Darby Berhad Dormant Malaysia 100.0 100.0 1
Mentakab Rubber Company Dormant Malaysia 100.0 100.0 1
(Malaya) Berhad
Sime Darby Healthcare Staff Dormant Malaysia 100.0 100.0 1
Agency Sdn Bhd
Sime Engineering Services Dormant Malaysia 100.0 100.0 1
Berhad
Sime UEP Properties Berhad Dormant Malaysia 100.0 100.0 1
PB Packaging Systems Dormant Singapore 66.6 66.6 2
Singapore Pte Ltd
Sime Darby Eastern Dormant Singapore 100.0 100.0 2
International Limited
SRIB (Far East) Pte Ltd Dormant Singapore 100.0 100.0 2
PAR Resources (Holdings) Dormant Hong Kong 100.0 100.0 2
Limited SAR
PT Sime Darby Offshore Dormant Indonesia 100.0 100.0 2
Engineering
Sime Travel Holdings Limited Dormant Hong Kong 100.0 100.0 2
SAR
Sime Darby Insurance Services Dormant Brunei 100.0 100.0 3
Sdn Bhd
East West Insurance Company Dormant United 81.0 81.0 2
Limited Kingdom
Guthrie Furniture Products Dormant United 100.0 100.0 3
Limited Kingdom
Guthrie Symington Limited Dormant United 100.0 100.0 3
Kingdom
Robt Bradfort & Co Ltd Dormant United 100.0 100.0 2
Kingdom
Robt Bradfort Hobbs Savill Ltd Dormant United 98.6 98.6 2
Kingdom
Sime Darby Financial Services In members’ voluntary liquidation Malaysia – 100.0 1
Holdings Sdn Bhd
Sime Link Sdn Bhd In members’ voluntary liquidation Malaysia – 100.0 1
Tahan Enterprise Sdn Berhad In members’ voluntary liquidation Malaysia – 100.0 1
214 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 F i n an ci al St ate m e nts
Group’s
Country of effective
Name of company Principal activities incorporation interest (%) Auditors
2010 2009
Healthcare & Others – Subsidiaries (continued)
Sime Darby Pension Scheme In members’ voluntary liquidation United – 100.0 2
Trustees Ltd Kingdom
Haron Estate Development Deregistered Malaysia – 100.0 1
Sdn Bhd
Sime Darby Services Limited Deregistered Hong Kong – 100.0 2
SAR
Healthcare & Others – Associates
Asian Composites Manufacturing of composite parts of Malaysia – 33.3 1
Manufacturing Sdn Bhd aircraft
Continental Sime Tyre Sdn Bhd Investment holding Malaysia 30.0* 30.0* 3
KN Sime Logistics Sdn Bhd Provision of freight forwarding, Malaysia 50.0 50.0 3
transportation and warehousing and
distribution services
Tesco Stores (Malaysia) Sdn Operation of retail outlets Malaysia 30.0 30.0 1
Bhd
Union Sime Darby (Thailand) Insurance brokers Thailand 49.0 49.0 2
Ltd
Notes:
1 - Subsidiaries and associates which are audited by PricewaterhouseCoopers, Malaysia
2 - Subsidiaries 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 and associates which are audited by firms other than member firms of PricewaterhouseCoopers International Limited
4 - Auditors not appointed yet
5 - No legal requirement to appoint auditors
* - Notwithstanding the Group holds more than 20% equity interest, the costs of investment in BMW Malaysia Sdn Bhd and
Continental Sime Tyre Sdn Bhd have been classified as investments (and not associates) due to the restricted influence pursuant to
the shareholders’ agreement
@ - Yayasan Sime Darby is a company without share capital, limited by guarantee while Yayasan Guthrie is a foundation established
under the Guthrie Foundation Trust Deed
We, Tun Musa Hitam and Tun Ahmad Sarji Abdul Hamid, 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 107 to 214 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 2010 and of the results of the Group and of
the Company and the cash flows of the Group and of the Company for the financial year ended on that date, in accordance
with the Malaysian Accounting Standards Board approved accounting standards in Malaysia for Entities Other than Private
Entities and the provisions of the Companies Act, 1965.
Kuala Lumpur
20 September 2010
____________________________________________________________________________
STATUTORY DECLARATION
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 107 to 214 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 above named Tong Poh Keow, at Kuala Lumpur, Malaysia on 20 September
2010.
aud itor s ’ r e p o r t
We have audited the financial statements of Sime Darby Berhad, which comprise the balance sheets as at 30 June 2010 of
the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the
Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory
notes, as set out on pages 107 to 214.
The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in
accordance with Financial Reporting Standards in Malaysia and the Companies Act, 1965. This responsibility includes:
designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial
statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate
accounting policies; and making accounting estimates that are reasonable in the circumstances.
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 judgment, 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 and fair presentation of the financial statements 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 have been properly drawn up in accordance with Financial Reporting Standards in
Malaysia and the Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and of the
Company as of 30 June 2010 and of their financial performance and cash flows for the year then ended.
Auditors’ Re por t • Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 217
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
a. In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its
subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
b. We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not acted
as auditors, which are indicated in Note 46 to the financial statements.
c. We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s
financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial
statements of the Group and we have received satisfactory information and explanations required by us for those
purposes.
d. The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment
made under Section 174(3) of the Act.
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
20 September 2010
218 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0
g lobal b u s i n e ss p r e s e n c e
• Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 219
Subang Jaya Medical Centre (SJMC) North Tower opening in 1992 graced by YTM Tengku Idris
Shah Ibni Sultan Salahuddin Abdul Aziz Shah Alhaj, the Regent of Selangor. His Royal Highness
was accompanied by YAM Tengku Ahmad Shah, SJMC’s Chairman (second from left)
• Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 221
analys is o f s har e h o l di n gs
as at 1 7 SEPTE MBE R 2010
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
Save as disclosed above, none of the other Directors of the Company has any interest, direct or indirect, in shares in the
Company or shares in, debentures of or participatory interest made available by, a related corporation.
222 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 An alys i s o f Sh are h o ldin g s
1
Shares managed by Portfolio Managers
2
Deemed interest by virtue of its interest in Permodalan Nasional Berhad pursuant to Section 6A of the Companies Act, 1965
224 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0
10.00 2500
9.00
8.00 2000
7.00
6.00 1500
5.00
4.00 1000
3.00
2.00 500
1.00
Jul 09 Aug 09 Sept 09 Oct 09 Nov 09 Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10 Jun 10
Jul 09 Aug 09 Sep 09 Oct 09 Nov 09 Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10 Jun 10
Highest
(RM)
8.25 8.42 8.60 9.07 9.17 9.01 9.10 8.58 8.82 8.90 8.81 8.16
Lowest
(RM)
7.05 8.19 8.20 8.53 8.85 8.89 8.53 8.31 8.40 8.69 7.60 7.72
Volume
('00,000)
2,289 1,628 1,398 1,592 1,431 928 1,291 825 1,390 824 2,281 858
D iv id e n ds
Financial calendar
pr ope r t i e s o f t h e g r o up
as at 3 0 june 2010
Bukit Tanga Leasehold 2037 316 2 Oil palm estate and 8.1
sweet corn farm
Cluny, Kinta Kellas, Sabak Leasehold 2011 - 3001 4,050 – Oil palm estates 83.3
Bernam, Tali Ayer, Sogomana,
Sungai Samak, Setiawan,
Chersonese
Bukit Puteri, Chenor, Jentar, Leasehold 2057 - 3000 12,850 1 - 17 Oil palm estates and 205.3
Kerdau, Sungai Mai, Pekan 2 palm oil mills
East Carey Island, North Leasehold 2013 - 2086 92 1-2 Oil palm estates, 70.2
Port Edible Oil Refinery 2 refineries,
Complex, Sungai Buloh, Telok factory, research
Panglima Garang centres and
warehouse
226 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 Pro p e r t i e s o f t h e Grou p
Sarawak
Bayu, Belian, Bintulu, Leasehold 2045 - 2082 48,213 7 - 14 Oil palm estates, 4 917.3
Chartquest, Damai, palm oil mills and
Derawan, Dulang, Kelida, a refinery
Lavang, Paroh, Pekaka,
Rajawali, Rasan, Ruai, Sahua,
Samudera, Semarak, Takau
Total Plantation Properties – Malaysia 360,053 5,481.3
Indonesia
Kalimantan - West
Awatan, East, West, Lembiru, Leasehold 2030 68,071 7 - 10 Oil palm estates and 213.9
Pelanjau, PT Mas 1 – 3, Sei 3 palm oil mills
Mawang, Sungei Putih, Batan
Sari
Kalimantan - Central
Baras Danum, Batang Garing, Leasehold 2032 - 2034 39,117 4 - 15 Oil palm estates and 343.0
Hantantiring, Kawan Batu, 3 palm oil mills
Kuala Kuayan, Pemantang,
Sapiri, Sekunyir, Seruyan,
Sukamandang
Kalimantan - South
Angsana, Bakau, Bebunga, Leasehold 2022 - 2034 87,385 4 - 17 Oil palm estates and 844.2
Betung, Binturong, Gunung 7 palm oil mills
Aru, Gunung Kemasan,
Gunung Sari, Lanting, Laut
Timur, Matalok, Mustika,
Pantai Bonati, Pantai Timur,
Pondok Labu, Rampa, Randi,
Rantau, Sangkoh, Sekayu,
Selabak, Sesulong, Sungei
Cengal
Sulawesi - Central
Ungkaya Leasehold 2024 4,712 16 Oil palm estate and 36.9
a palm oil mill
Sumatera - Jambi
Ladang Panjang Leasehold 2038 4,000 6 Oil palm estate and 39.3
a palm oil mill
Sumatera - South
Bumi Ayu, Karang Ringin, Leasehold 2033 - 2034 21,013 9 - 12 Oil palm estates and 209.7
Rantau Panjang, Mangun 2 palm oil mills
Jaya, Napal, Bukit Pinang,
Sungai Pinang
China
Rizhao, Shandong Leasehold 2059 12 – Oil palm storage 25.2
Liberia
Bomi, Bong 1 & 2, Grand Cape Leasehold 2072 220,000 – Rubber and oil palm 7.9
Mount, Gbarpolu, Lofa estates
Netherlands
Lindtsedijk, Zwijndrecht Freehold – 9 25 Refinery, biodiesel 93.8
plant and a
research centre
Singapore
Boon Lay Road, Chin Bee Leasehold 2030 - 2040 5 29 - 41 Refinery and office 6.8
Crescent building
South Africa
Boksburg Leasehold 2014 2 6 Refinery 0.5
Thailand
Sukhumvit Road Freehold – * 24 Refinery 3.0
Samutsakorn Province Freehold – 12 6 Refinery 44.5
Vietnam
Ho Chi Minh City Freehold – * 18 Refinery 1.6
Total Plantation Properties 868,150 7,856.1
Taman Subang Ria, Subang Jaya Leasehold 2087 30 – Land held for 3.6
property
development
230 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 Pro p e r t i e s o f t h e Grou p
Kuala Lumpur
Jalan Tun Ismail, Bukit Tunku Freehold – 2 – Land held for 35.1
property
development
Sabah
Imam and Mostyn Estate, Leasehold 2058 182 – Land held for 2.5
Tawau property
development
Total Development Properties - Malaysia 4,946 2,754.8
Australia
Edgewater Place, Eagle Cove, Freehold – 6 Land held for 15.2
Gold Coast, Queensland property
development
China
Pulau Pinang
Penang House, Reef Apartment, Freehold – 24,851 22 - 60 Holiday bungalows 3.1
Harvik Bungalow and residential
apartments
Pahang Darul Makmur
Genting View Resort, Genting Freehold – 20,490 13 - 21 Hotel resort and 22.0
Highlands apartments
Frasers' Hill Bungalows Leasehold 2026 - 2043 23,595 16 - 26 Holiday bungalows 0.6
Golden Hope Villa, Cameron Leasehold 2075 4,095 11 Holiday bungalow 0.3
Highlands
Selangor Darul Ehsan
Bayuemas Oval and Akademi Freehold – 127,204 6 Cricket club and 32.8
Tunku Jaafar, Kota Bayuemas lawn bowl
stadium
Impian Golf & Country Club, Freehold – 581,779 15 Golf course and 70.0
Kajang resort
Jalan Kewajipan, Teluk Panglima Freehold – 43,628 18 Industrial land and 30.4
Garang building
Wisma Zuellig, Jalan Bersatu, Leasehold 2059 10,058 16 Office building 9.9
Petaling Jaya
Kuala Lumpur
Mahsuri and Puteri Apartment, Freehold – 211 16 Apartments 0.1
Setiawangsa
Singapore
Sime Darby Centre, Dunearn Freehold – 13,089 27 5-storey commercial 130.2
Road and industrial
building
3 Moulmein Rise Freehold – 188 7 Residential 3.4
apartments
Darby Park Executive Suites, Leasehold 2092 3,373 17 Bedroom suites 64.7
Orange Grove Road
Sime Darby Business Centre, Leasehold 2055 7,720 54 5-storey light 55.5
Alexandra Road industrial building
Sime Darby Enterprise Centre, Leasehold 2061 2,201 4 8-storey light 21.0
Jalan Kilang industrial building
United Kingdom
Bognor Regis Freehold – 176,000 – Vacant land 0.5
Dundee Street, Edinburgh Freehold – 4,492 15 Office building 65.6
Widdowson Building, Bognor Freehold – 40,000 25 Land and industrial 13.6
Regis, Southern Site building
St Johns Wood Court, Wynnstay Leasehold 2109 -2966 247 90 - 101 2 units of 3.8
Gardens, London residential flats
Vietnam
Rangdong Orange Court, Le Quy Leasehold 2030 6,123 13 Serviced 9.9
Don, Vung Tau apartments
Australia
Hay Street, Corner Bussell Hwy Freehold – 13,581 2 - 19 Motel, residential 4.4
and Tunbridge, Edgewater properties
Place and serviced
apartments
Karri Valley Resort, Vasse Freehold – 1,161,692 23 Resort complex 11.0
Highway, Pemberton,
Western Australia
Prope r tie s of the Gro up • Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 233
Jalan Gudang 16/9, Section Leasehold 2068 3,995 38 Office and factory 2.2
16, Shah Alam
Johor Darul Takzim
Senai, Kulai Freehold – 14,750 – Vacant land 2.1
Jalan Gangsa, Pasir Gudang Leasehold 2038 42,700 30 Office, workshop 0.8
Industrial Estate and warehouse
Sabah
Jalan Apas, Jalan Labuk, Marina Leasehold 2026 - 2925 61,654 4 - 30 Office, workshop, 2.7
Court, Tuaran Road warehouse and an
apartment
Sarawak
Jalan Piasau, Kidurong Light Leasehold 2028 - 2046 45,477 21 - 30 Office, workshop 7.4
Industrial Estate, Lorong Then and warehouse
Kung Suk
Singapore
Benoi Sector Leasehold 2032 67,348 39 Office, warehouse 9.0
and workshop
Brunei
Beribi Industrial Estate, Bandar Leasehold 2019 4,047 11 Office, service 0.1
Seri Begawan centre and
warehouse
234 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 Pro p e r t i e s o f t h e Grou p
China
Hong Kong
Yuen Long Industrial Estate Leasehold 2047 16,496 17 Office, workshop 14.8
and warehouse
Australia
Alice Springs Facility and Darwin Freehold – 64,100 7 - 18 Office, workshop 1.8
Facility, Northern Territory and warehouse
Gladstone facility, Gladstone, Leasehold 2010 - 2011 72,062 3-4 Office, workshop 0.2
Queensland and warehouse
Mackay Facility, Corner Connors Leasehold Perpetual 1,720 18 Office, workshop 20.0
Rd & Commercial Avenue and warehouse
Paget, Mackay Queensland
Prope r tie s of the Gro up • Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 235
New Caledonia
Nepoui Canala, Kouaoua Freehold – 15,400 16 Residential dwelling 0.2
196 Rue Gervolino Leasehold 2010 - 2011 5,281 2 Commercial office 0.1
Vietnam
Quang Ninh Province Freehold – 1,689 6 Industrial building 0.1
Papua New Guinea
Port Moresby Facility and Lae Leasehold 2057 - 2094 50,282 2 - 18 Office, sales, 2.0
Sales Facility, Spring Garden service and
Road Hohola, Port Moresby parts facility,
and residential
dwelling
Solomon Islands
Honiara Facility, Guadalcanal Leasehold 2030 27,323 18 Industrial building, 0.1
Island office, warehouse
and residential
dwelling
Sabah
Sedco Industrial Estate, Tuaran Leasehold 2034 15,721 7 Showroom and 4.0
Road, Likas, Kota Kinabalu service centre
Singapore
Alexandra Road Leasehold 2047 7,761 2 Showroom and 126.3
workshop
Thailand
Charan Sanit Wong Road, Leasehold 2013 - 2025 41,750 4 - 19 Showroom, 17.5
Charoen Nakhon Road, workshop and
Ladkrabang 1, Minburi, office
Paknam, Phetkasem Road,
Saphansoong, Srinakarin Road
China
Dashi Duan, Hai Yu Zhong Xian Leasehold 2014 - 2070 33,919 6 - 38 Showroom, 10.8
Road, Tianshan Road, Yue Liang workshop, service
Wan Road centres and
apartments
Hongqiao land, East 3rd Ring, Leasehold 2027 15,153 1 Showroom, 14.3
Kuming, Yunnan workshop and
service centre
Jinke Nan Road, Jin Niu District, Leasehold 2052 13,457 1 Service centre 19.0
Chengdu, Sichuan Province
Ma Que Ling Industry Zone, Shen Leasehold 2022 6,488 15 8-storey service 18.5
Nan Da Dao, Nan Shan District, centre
Shenzhen
Nanhai Dadao Road, Haikou Leasehold 2059 17,770 4 Showroom and 9.5
Province, Hainan workshop
Castle Peak Road, Tsuen Wan, Leasehold 2047 2,510 38 6-storey service 12.8
New Territory centre
Matauwei Road, Tokwawan, Leasehold 2035 1,295 47 11-storey service 18.5
Kowloon centre, showroom
and petrol filling
station
Oriental Centre 67 - 71 Chatman Leasehold 2016 - 2047 41,124 33 - 103 3-storey office 9.2
Road, Yuen Long, Rua dos showroom,
Pescadores, Macau service and
storage centre
Australia
Littlefield St, Orkney Rd Freehold – 8,063 16 - 26 Office 4.3
New Zealand
Great South Road, Malden Freehold – 16,649 11 - 45 Showroom, 14.4
Street, Maranui Avenue, workshop, service
Silverfield centre and
warehouse
Prope r tie s of the Gro up • Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 237
Jalan 225, Petaling Jaya Leasehold 2074 4,147 28 Industrial land and 1.8
building
Jalan Kewajipan, Kompleks Sime Leasehold 2022 5,490 18 Factory building 1.4
Darby
Jalan Tandang, Petaling Jaya Leasehold 2065 - 2066 152,300 17 - 47 Industrial land and 69.7
building
Negeri Sembilan Darul Khusus
Jalan Seremban, Port Dickson Freehold – 221,551 14 Power plant, office 14.8
building and
training centre
Johor Darul Takzim
Pasir Gudang Industrial Estate Leasehold 2022 - 2053 466,356 2 - 25 Industrial land and 136.8
buildings
Teluk Ramunia Leasehold 2048 - 2054 687,966 – Industrial land, 326.6
buildings and yard
facilities
Singapore
Jurong Pier Leasehold 2026 16,456 2 Workshop and 3.6
office
Thailand
Sukhumit Road, Toong Sukhla, Leasehold 2018 55,810 13 - 21 Power plant and
Chonburi office 15.2
China
Bus Station West, Shizhong Leasehold 2058 216,775 2 Port, warehouse 9.6
District, Jining City, Shandong and office
Province
Chang Gou Town, Jining Ren Leasehold 2050 506,025 1 Port wharf and 72.7
Chen District, Jining City, office
Shandong Province
Dongli Town, Yiyuan County, Leasehold 2037 574 4 Water treatment 0.2
Shangdong Province chemical plant
238 • Si m e Darby Berh ad • An n u al Repor t 2 0 1 0 Pro p e r t i e s o f t h e Grou p
Sime Darby Medical Centre, Ara Freehold – 35,287 1 6-storey medical 138.6
Damansara building and a two
levels basement
car park
Vietnam
Huu Nghi Blv, Binh Duong Leasehold 2054 15,000 5 Factory and office 5.6
Province building
Total Healthcare & Others Properties 165,532 289.4
• Sim e Dar by B er h a d • An n u a l Rep or t 2 0 1 0 239
for m of p r ox y
Number of shares held CDS Account No.
- -
of .............................................................................................................................................................................................................
(ADDRESS)
Tel No. ................................................. being a member/members of SIME DARBY BERHAD hereby appoint *the Chairman of the Meeting, or
as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Fourth 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 Tuesday, 16 November 2010
at 10.30 a.m. and at any adjournment thereof.
To receive the Audited Financial Statements for the year ended 30 June 2010 together with the Reports of the
1
Directors and Auditors thereon
2 To declare a final single tier dividend for the year ended 30 June 2010
3 To re-appoint Tun Musa Hitam as Director pursuant to Section 129(6) of the Companies Act, 1965 (Act)
4 To re-appoint Tan Sri Dato’ Dr. Wan Mohd. Zahid Mohd. Noordin as Director pursuant to Section 129(6) of the Act
To elect Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Bugo as Director who retires in accordance with Article 104
5
of the Company’s Articles of Association
To elect Dato Sri Lim Haw Kuang as Director who retires in accordance with Article 104 of the Company’s Articles of
6
Association
To elect Mr Sreesanthan Eliathamby as Director who retires in accordance with Article 104 of the Company’s Articles
7
of Association
To re-elect Tan Sri Sheng Len Tao who retires by rotation in accordance with Article 99 of the Company’s Articles of
8
Association
To re-appoint PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors to fix their
9
remuneration
Percentage (%)
First proxy
Second proxy
Date this........., day of .................., 2010 .....................................................
Signature/Common seal of member(s)
* If you do not wish to appoint the Chairman of the Meeting as your proxy/one of your proxies, please strike out the words ‘the Chairman of the Meeting’ and insert the name(s) of the proxy/
proxies you wish to appoint in the blank space provided.
** Please delete as applicable.
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. A proxy need not be a Member of the
Company and the provisions of Section 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 in the Securities Industry (Central Depositories) Act 1991, it may appoint not more than two (2) proxies in
respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
3. Where a Member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. The
instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. The signature of any joint holder is sufficient.
4. The Form of Proxy must be under the hand of the appointor or of his attorney duly authorised in writing. Where the Form of Proxy is executed by a corporation, it must be executed
either under its common seal or under the hand of an officer or attorney duly authorised by the corporation.
5. The Form of Proxy, duly completed and executed, 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 48 hours before the time fixed for the meeting or any adjournment thereof.
6. Only members registered in the Record of Depositors as at 8 November 2010 shall be eligible to attend the AGM or appoint proxies to attend and/or vote on their behalf.
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