Annual Report Sime Darby Berhad (Company No. 752404-U) • Sime Darby Berhad • Annual Report 2010 3 • Sime Darby Berhad • Annual Report 2010 THE SIME DARBY GROUP 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. Sime Darby Berhad (Company No. 752404-U) 19th Floor , Wisma Sime Darby, Jalan Raja Laut 50350 Kuala Lumpur, Malaysia Tel • +(603) 2691 4122 Fax • +(603) 2382 1075 Email • [email protected] Website • www.simedarby.com • Sime Darby Berhad • Annual Report 2010 OUR MISSION Making A Sustainable Future Real for Everyone. OUR VALUES RESPECT AND RESPONSIBILITY 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 Stretch the horizons of growth for ourselves, our businesses and our people through our unwavering ambition to achieve outstanding personal and business results. ENTERPRISE Seek and seize opportunities with speed and agility, challenging set boundaries. INTEGRITY Uphold high levels of personal and professional values in all our business interactions and decisions. • Sime Darby Berhad • Annual Report 2010 CONTENTS Notice of Annual General Meeting 1 - 4 4 Years Financial Summary 7 - 9 Group Structure 10 Corporate Information 11 - 13 Profile of Directors 14 - 19 Management Team Profile 20 - 22 Report on the Audit Committee 23 - 25 Statement on Corporate Governance 26 - 44 Statement on Internal Control 45 - 48 Chairman’s Message 51 - 54 Operations Review 57 - 84 Corporate Social Responsibility 87 - 95 Corporate Diary 96 - 98 Statement on Directors’ Responsibility 101 Reports and Financial Statements 102 - 217 Global Business Presence 218 Analysis of Shareholdings 221 - 223 Financial Calendar & Share Price Movement 224 Properties of the Group 225 - 238 Form of Proxy 239 • Sime Darby Berhad • Annual Report 2010 1 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN 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) 7. To re-appoint PricewaterhouseCoopers as Auditors of the Company for the financial year ending 30 June 2011, and to authorise the Directors to fix their remuneration. (Resolution 9) AS SPECIAL BUSINESS 8. To consider and, if thought fit, pass the following Ordinary Resolution:- Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions “THAT, subject always to the Companies Act, 1965 (Act), the Articles of Association of the Company, other applicable laws, guidelines, rules and regulations, and the approvals of the relevant governmental/regulatory authorities, approval be and is hereby given to the Company and/or its subsidiary companies to enter into all arrangements and/or transactions involving the interests of the Related Parties as specified in Section 2.2 of the Circular to Shareholders dated 25 October 2010, provided that such arrangements and/or transactions are:- i. recurrent transactions of a revenue or trading nature; ii. necessary for the day-to-day operations; iii. carried out in the ordinary course of business on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public; and iv. not detrimental to the minority shareholders of the Company (the Mandate); AND THAT, the Mandate, shall continue in force until:- i. the conclusion of the next Annual General Meeting (AGM) of the Company following this AGM, at which time the Mandate will lapse, unless by an ordinary resolution passed at that meeting, the Mandate is renewed; or ii. the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the Act); or iii. the Mandate is revoked or varied by ordinary resolution passed by the shareholders of the Company in general meeting, whichever is the earliest; 2 • Sime Darby Berhad • Annual Report 2010 Notice of Annual General Meeting 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) 9. To consider and, if thought fit, pass the following Ordinary Resolution:- Proposed Renewal of Share Buy-Back Authority “THAT, subject always to the Companies Act, 1965 (Act), the Articles of Association of the Company, other applicable laws, guidelines, rules and regulations, and the approvals of the relevant governmental/regulatory authorities, the Company be and is hereby authorised to purchase such amount of ordinary shares of RM0.50 each in the Company (Proposed Share Buy-Back) as may be determined by the Directors of the Company from time to time through Bursa Malaysia Securities Berhad (Bursa Securities) upon such terms and conditions as the Directors may deem fit and expedient in the interests of the Company provided that:- i the aggregate number of ordinary shares which may be purchased and/or held by the Company as treasury shares shall not exceed ten percent (10%) of the issued and paid-up ordinary share capital of the Company at the time of purchase; and ii. the maximum funds to be allocated by the Company for the purpose of purchasing its own shares shall not exceed the total retained profits and share premium of the Company at the time of purchase; 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. Notice of Annual General Meeting • Sime Darby Berhad • Annual Report 2010 3 DATE OF ENTITLEMENT AND PAYMENT OF A FINAL SINGLE TIER DIVIDEND 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.