“OUR NEW DNA BRINGS EVEN MORE TO LIFE” How better to symbolise the coming together of two reputable companies than by making their bond permanent through the fusion of their DNA. Carrying the genetic instructions used in the development and functioning of all known living organisms, DNA is essential for all known forms of life. In this instance, the joining of the DNA of UEM Land Holdings Berhad and Sunrise Berhad signals the culmination of our respective assets, success, expertise, resources, knowledge and culture to create something even better - UEM Sunrise. Our 2013 Annual Report cover, which portrays how thriving communities are residing within the helix of our DNA, seeks to convey the idea that the inherent ability to build communities is imprinted within the DNA of UEM Sunrise. As we leverage on the synergistic strengths of our respective DNA, now made one, we are truly bringing even more to life. UEM Sunrise Berhad Annual Report 2013 1 ovErviEw CorporatE rESponSiBility ContEntS 03 Vision & Mission 74 Our Commitment to Good 03 Living Our Values Workplace Practices 04 Notice of Annual General Meeting 77 Our Commitment to Effective 09 Financial Calendar Marketplace Practices 12 Chairman’s Statement 78 Our Commitment to Enriching 17 In Memory of Dato’ Wan Abdullah Communities Wan Ibrahim 80 Our Commitment to Safeguard 18 Executive Director’s Operations Review the Environment CorporatE FraMEwork aCCoUntaBility 26 2014 Outlook 82 Corporate Governance Statement 27 Corporate Profile 102 Additional Compliance 28 Corporate Information Information 29 Group Corporate Structure 103 Audit Committee Report 31 Organisation Structure 110 Statement on Risk Management 32 Event Highlights 2013 and Internal Control 50 Media Highlights 114 Risk Management Report 52 Awards & Recognitions 2013 117 Code of Ethics pErForManCE rEviEw FinanCial StatEMEntS 54 Five-Year Financial Highlights 122 Financial Statements 55 Five-Year Group Performance othEr inForMation 56 2013 Group Quarterly Performance 238 Investor Information 57 Five-Year Financial Review 240 Analysis of Shareholdings of the Group 244 Material Properties of UEM Sunrise 58 Statement of Value Added Berhad Group & Distribution 246 Recurrent Related Party 59 Summarised Group Balance Sheet Transactions 60 Employees & Productivity 61 Share Price & Volume Traded Form of Proxy lEadErShip Corporate Directory 64 Directors’ Profile 67 Joint Company Secretaries 68 Senior Leadership Team East ledang, nusajaya 2 UEM Sunrise Berhad Annual Report 2013 viSion Building communities of the future with you and for you. MiSSion UEM Sunrise brings together the talented and skilled, the imaginative and the courageous. We create sustainable environments loved by home owners, acclaimed by investors and recognised by industry. We believe in thinking big and acting quickly to unlock potential; to thrive in a changing world. living oUr valUES Our core values have stood the test of time. Acronymed as TIPS, these values play a vital part in defining who we are as a diverse group of people with skills, expertise and knowledge that allow us to deliver innovative products and service excellence to our customers. teamwork Cooperative effort by the members of a group or team to achieve a common goal. integrity The state of having steadfast adherence to a strict moral or ethical code. passion for Success A relentless drive to achieve excellence; commitment to meet and exceed targets. Sincerity of Intent Something that is intended to be taken into action with consideration of the quality or condition of being sincere. UEM Sunrise Berhad Annual Report 2013 3 notiCE oF annUal gEnEral MEEting NOTICE IS HEREBY GIVEN THAT the Sixth annual general Meeting of 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, 24 april 2014 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 2013 together with the Reports of the Directors and Auditors thereon. as ordinary Business 2. To approve the payment of a first and final single tier dividend of 4.0 sen per ordinary ordinary share of RM0.50 each for the financial year ended 31 December 2013. resolution 1 3. To re-elect the following Directors, who retire in accordance with Article 85 of the Company’s Articles of Association and, being eligible, have offered themselves for re- election:- ordinary i) Dato’ Mohd Izzaddin Idris resolution 2 ordinary ii) Sheranjiv Sammanthan resolution 3 4. To consider and, if thought fit, to pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965: “that Professor Philip Sutton Cox, who retires in accordance with Section 129(2) of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company in accordance with Section 129(6) of the Companies Act, 1965 to hold office until the ordinary conclusion of next Annual General Meeting.” resolution 4 Md Ali Md Dewal who retires in accordance with Section 129(2) of the Companies Act, 1965 has expressed his intention not to seek re-appointment. Hence, he will retain office until the conclusion of the Sixth Annual General Meeting. 5. To approve the payment of Directors’ fees for the financial year ending 31 December 2014 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 ordinary of other Committees. resolution 5 6. To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix ordinary their remuneration. resolution 6 4 UEM Sunrise Berhad Annual Report 2013 as Special Business To consider and, if thought fit, to pass the following resolutions, with or without modifications: 7. propoSEd aUthority to allot SharES pUrSUant to SECtion 132d oF thE CoMpaniES aCt, 1965 “that pursuant to Section 132D of the Companies Act, 1965, 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 Annual General Meeting (“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 ordinary continue to be in force until the conclusion of the next AGM of the Company.” resolution 7 8. 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 Item 1A and 1B of Appendix I of the Circular to Shareholders of the Company dated 2 April 2014 and that such approval conferred by the shareholders’ mandate shall continue to be in force until: a) the conclusion of the next Annual General Meeting (“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 such general meeting whereby the authority is renewed; b) the expiration of the period within which the next AGM of the Company after that date is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“Act”) (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the Act); or c) revoked or varied by resolution passed by the shareholders in a general meeting, whichever is the earlier, 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 ordinary Shareholders’ Mandate.” resolution 8 UEM Sunrise Berhad Annual Report 2013 5 NOTICE OF ANNUAL GENERAL MEETING 9. 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 the Company and/or