ANNUAL REPORT 2014 ENHANCING Lives 2014 HIGHLIGHTS Approximately Rankedth 000 Ranked nd Top4 Property 12 , highest profit2 growth company Developer Tresor card under the property and REIT by The Edge Malaysia. members. sector by The Edge Billion Ringgit Club. More than RM billion400 RM million 2.6 1,dedicated 181 total dividend payout revenue. employees. (for financial year 2013). Soaring higher with you and for you ENHANCING LIVES As one of Malaysia’s leading property developers, UEM Sunrise is known for delivering innovative products and service excellence to our customers. To further enhance our service standards, we have implemented our own ‘Service DNA’ to establish and evolve the Company into a customer-centric organisation. UEM Sunrise is an organisation that builds long-lasting Symphony Hills, Cyberjaya relationships with customers, whilst providing them with opportunities to live, grow, play and thrive. CONTENTS 2014 Highlights Leadership 153 Risk Management Report 068 Board of Directors’ Profile 157 Code of Ethics Overview 077 Joint Company Secretaries 003 Vision & Mission 078 Senior Management Profile Financial Statements 003 Living Our Values 159 Financial Statements 004 Notice of Annual General Meeting Performance Review 009 Statement Accompanying 084 Five-Year Financial Highlights Other Information Notice of Annual General Meeting 085 Five-Year Group Performance 282 Analysis of Shareholdings 010 Financial Calendar 2014 086 2014 Group Quarterly Performance 286 Material Properties of 012 Investor Relations 087 Statement of Value Added & UEM Sunrise Berhad Group Distribution 288 Recurrent Related Party Key Messages 088 Summarised Group Balance Sheet Transactions 018 Chairman’s Statement 089 Five-Year Financial Review of the 022 MD/CEO’s Operations Review Group Form of Proxy 090 Employees & Productivity Corporate Directory Business Review 091 Share Price & Volume Traded 030 Business Review 044 2015 Outlook Corporate Responsibility 092 Corporate Responsibility Corporate Framework 094 Marketplace 045 Corporate Profile 097 Workplace 046 Corporate Information 099 Environment 047 Group Corporate Structure 101 Community 048 Organisation Structure 050 Event Highlights 2014 Accountability 062 Media Highlights 108 Statement on 064 Awards & Recognitions 2014 Corporate Governance 137 Additional Compliance Information 139 Audit Committee Report 148 Statement on Risk Management and Internal Control 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 INTEGRITY PASSION FOR SINCERITY OF SUCCESS INTENT Cooperative effort by the The state of having steadfast A relentless drive to achieve Something that is intended members of a group or adherence to a strict moral excellence; commitment to to be taken into action with team to achieve a common or ethical code. meet and exceed targets. consideration of the quality goal. or condition of being sincere. NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Seventh 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, 21 May 2015 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 2014 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 3.0 sen per ordinary share of RM0.50 each for the financial year ended 31 December 2014. Ordinary Resolution 1 3. To re-elect the following Directors retiring pursuant to the Company’s Articles of Association and, being eligible, have offered themselves for re-election:- Under Article 85 i) Tan Sri Dr Ahmad Tajuddin Ali Ordinary Resolution 2 ii) Oh Kim Sun Ordinary Resolution 3 Under Article 92 iii) Anwar Syahrin Bin Abdul Ajib Ordinary Resolution 4 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 conclusion of next Annual General Meeting.” Ordinary Resolution 5 5. To approve the payment of Directors’ fees for the financial year ending 31 December 2015 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 6 6. To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their remuneration. Ordinary Resolution 7 UEM Sunrise Berhad Annual Report 2014 / 004 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 continue to be in force until the conclusion of the next AGM of the Company.” Ordinary Resolution 8 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 Items 1A and 1B of Appendix I of the Circular to Shareholders of the Company dated 29 April 2015 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 Shareholders’ Mandate.” Ordinary Resolution 9 UEM Sunrise Berhad Annual Report 2014 / 005 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 its subsidiaries (“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