UEMS-AN20170426A1-1.Pdf

UEM Sunrise Berhad (830144-W) Level U2, Block C5 Solaris Dutamas No. 1, Jalan Dutamas 1 50480 Kuala Lumpur, Malaysia Tel: +603 2718 7788 Fax: +603 6207 9330 Email: [email protected] www.uemsunrise.com i n s i d e this report OVERVIEW LEADERSHIP FINANCIAL STATEMENTS 002 Vision & Mission 076 Board of Directors’ Profile 186 Financial Statements 002 Living Our Values 084 Senior Leadership Team 003 Notice of Annual General Meeting 093 Joint Secretaries OTHER INFORMATION 008 Statement Accompanying Notice of 330 Analysis of Shareholdings Annual General Meeting PERFORMANCE REVIEW 334 Material Properties of UEM Sunrise 009 Financial Calendar 2016 096 Five-Year Financial Highlights Berhad Group 011 Investor Relations 097 Five-Year Group Performance 336 Recurrent Related Party 098 2016 Group Quarterly Performance Transactions KEY MESSAGES 099 Statement of Value Added & 340 Corporate Directory 016 Chairman’s Statement Distribution 022 Management Discussion & Analysis 100 Summarised Group Balance Sheet • Form of Proxy 046 2017 Outlook 101 Five-Year Financial Review of the Group CORPORATE FRAMEWORK 102 Employees & Productivity 048 Corporate Profile 103 Share Price & Volume Traded 050 Corporate Information 051 Group Corporate Structure SUSTAINABILITY REPORT 052 Event Highlights 2016 106 Sustainability Report 070 Media Highlights 2016 072 Awards & Recognitions 2016 ACCOUNTABILITY 132 Statement on Corporate Governance 170 Additional Compliance Information 171 Audit Committee Report 176 Statement on Risk Management and Internal Control 180 Risk Management Report Arcoris Mont’Kiara, Kuala Lumpur Cover RatioNale The Art Of Living The centrepiece of the Art of Living is Joyfulness. At UEM Sunrise, we build homes for families to live their lives joyfully, create blissful moments and lasting memories. Homes that exude love, comfort and total acceptance. Above and beyond that, we also believe in placemaking that is illustrated in our multi-faceted approach to the planning, design and management of public spaces to promote people’s health, happiness and well-being within our built environment. Melia Residences in Gerbang Nusajaya, Iskandar Puteri Almãs in Puteri Harbour, Iskandar Puteri vision Mission Building communities of the future with UEM Sunrise brings together the talented you and for you. and skilled, the imaginative and the courageous. We create sustainable environments loved by home owners, acclaimed by investors and recognised by the industry. We believe in thinking big and acting quickly to unlock potential; to thrive in a changing world. Aurora Melbourne Central, Melbourne Living Our Values We are an Enterprising entity that embraces Teamwork, Integrity and Passion with a focus on Success. The key elements of our Values are: • We are enterprising and competitive with a mind-set geared towards creating greater value for our stakeholders. • We practice teamwork, mutual respect, open communications and empowerment while embracing diversity and inclusiveness to foster internal and external collaborations. • We hold true to ethical and professional behaviour to set the highest standards of integrity, honesty and trust. • We are passionate, driven, competent and committed to gain knowledge and improve skill sets to achieve personal growth and exceptional performance. • We achieve success by pushing boundaries, thinking creatively resulting with out- of-the-box innovative ideas and solutions. 002 UEM Sunrise Berhad NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Ninth Annual General Meeting (“AGM”) of UEM Sunrise Berhad (“UEM Sunrise” or the “Company”) will be held at Banquet Hall, Menara Korporat, Persada PLUS, Persimpangan Bertingkat Subang, KM15, Lebuhraya Baru Lembah Klang, 47301 Petaling Jaya, Selangor Darul Ehsan on Thursday, 18 May 2017 at 10.00 a.m. for the purpose of transacting the following businesses:- AGENDA 1. To receive the Audited Financial Statements for the financial year ended 31 December 2016 together with the Reports of the Directors and Auditors thereon. [Please refer to Note B] As Ordinary Business 2. To re-elect the following Directors, who retire by rotation in accordance with Article 85 of the Company’s Articles of Association and, being eligible, have offered themselves for re-election:- (i) Dato’ Izzaddin Idris Ordinary Resolution 1 (ii) Anwar Syahrin Abdul Ajib Ordinary Resolution 2 Tan Sri Dr. Ir. Ahmad Tajuddin Ali retires by rotation as a Director in accordance with Article 85 of the Company’s Articles of Association at the conclusion of this Ninth AGM. [Please refer to Note C1] Professor Philip Sutton Cox AO retires at the conclusion of this Ninth AGM upon the lapse of the approval from the shareholders at the Eighth AGM held on 23 May 2016. [Please refer to Note C2] 3. To approve the payment of Directors’ fees for the financial year ending 31 December 2017 on a quarterly basis as follows:- (i) Directors’ fees amounting to RM210,000 per annum for the Non-Executive Chairman and RM108,000 per annum for each Non-Executive Director; (ii) Directors’ fees amounting to RM50,000 per annum for the Non-Executive Audit Committee Chairman and RM30,000 per annum for each Non-Executive Audit Committee member; and (iii) Directors’ fees amounting to RM25,000 per annum for the Non-Executive Committee Chairman and RM15,000 per annum for each Non-Executive Committee member of other Committees. Ordinary Resolution 3 Annual Report 2016 003 NOTICE OF ANNUAL GENERAL MEETING 4. To approve the payment of Directors’ benefits (excluding Directors’ fees) to the Non-Executive Chairman and Non-Executive Directors based on the table of benefits and remuneration set out in Note D of the Notice of Ninth AGM for the period from 31 January 2017 until the next AGM of the Company. Ordinary Resolution 4 [Please refer to Note D] 5. To appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their remuneration. Ordinary Resolution 5 As Special Business To consider and, if thought fit, to pass the following resolutions, with or without modifications:- 6. PROPOSED AUTHORITY TO ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016 (THE “ACT”) “THAT pursuant to Sections 75 and 76 of the Act, the Directors be and are hereby authorised to allot and issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued capital of the Company as at the date of this AGM and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that such authority shall continue to be in force until the conclusion of the next AGM of the Company.” Ordinary Resolution 6 7. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE “THAT pursuant to Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given for the renewal of the shareholders’ mandate for the Company and/or its subsidiaries (“UEM Sunrise Group”) to enter into recurrent related party transactions of a revenue or trading nature (“Proposed Renewal of Shareholders’ Mandate”), which are necessary for the day-to-day operations of UEM Sunrise Group to be entered into by UEM Sunrise Group provided such transactions are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public, particulars of which are set out in Items 1A and 1B of Appendix I of the Circular to Shareholders of the Company dated 26 April 2017 AND THAT such approval conferred by the shareholders’ mandate shall continue to be in force until:- (a) the conclusion of the next AGM of the Company following this AGM at which such mandate is passed, at which time it will lapse, unless by a resolution passed at that meeting whereby the authority is renewed; (b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or (c) revoked or varied by resolution passed by the shareholders in a general meeting, whichever is the earlier, 004 UEM Sunrise Berhad AND FURTHER THAT the Directors of the Company and/or any of them be and are/is (as the case may be) hereby authorised to complete and do all such acts and things (including executing such documents under the common seal in accordance with the provisions of the Articles of Association of the Company, as may be required) as they may consider expedient or necessary to give effect to the Proposed Renewal of Shareholders’ Mandate.” Ordinary Resolution 7 8. PROPOSED NEW SHAREHOLDERS’ MANDATE FOR ADDITIONAL RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE “THAT pursuant to Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given for the shareholders’ mandate for UEM Sunrise Group to enter into additional recurrent related party transactions of a revenue or trading nature (“Proposed New Shareholders’ Mandate”), which are necessary for the day-to-day operations of UEM Sunrise Group to be entered into by UEM Sunrise Group provided such transactions are in the ordinary course of business

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