Ah, but a man’s reach should exceed his grasp. Robert Browning Cover Rationale Constant growth. We believe in a sustainable future. To achieve that, we believe we need to grow our strengths - financially, socially and environmentally. Our cover design symbolises our commitment to the environment. The cover and inside pages are printed on recycled paper. Through constant growth in all areas of our operations, it is possible to achieve - if not exceed - our objectives. Sime Darby Berhad Annual Report 2008 1 The Sime Darby Group We are a Malaysia-based multinational operating in over 20 countries around the world. The Sime Darby Group is the result of the unification of several key businesses involving plantation, property, industrial, motors, energy and utilities. We are listed on Bursa Malaysia with a market capitalisation of approximately US$17 billion, as of 30 June 2008. With a workforce of nearly 100,000, Sime Darby is committed to one goal: developing sustainable futures for all our stakeholders. Our Mission Making a sustainable future real for everyone. Our Values Respect and Responsibility Respect for the individuals we interact with and the environment that we operate in (internally and externally) and committing to being responsible in all our actions. Excellence Stretch the horizons of growth for ourselves, our business and our people through our unwavering ambition to achieve outstanding personal and business results. Enterprising Seek and seize opportunities with speed and agility challenging the set boundaries. Integrity Uphold high levels of personal and professional values in all our business interactions and decisions. Sime Darby Berhad (Company No. 752404-U) (formerly known as Synergy Drive Bhd) 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 2 Sime Darby Berhad Annual Report 2008 Contents Merger Story 4 Notice of Annual General Meeting 5 - 10 Group Performance Highlights 13 Group Structure 14 Corporate Information 15 - 21 Management Team 22 - 25 Report on the Audit Committee 26 - 29 Statement on Corporate Governance 30 - 41 Statement on Internal Control 42 - 44 Chairman’s Message 47 - 49 President & Group Chief Executive’s Review 50 - 52 Operations Review 55 - 84 Corporate Social Responsibility Report 87 - 90 Corporate Diary 93 - 96 Reports and Financial Statements 99 - 218 Global Business Presence 221 Analysis of Shareholdings 222 - 224 Financial Calendar & Share Price Movement 225 Particulars of Properties 226 - 230 Form of Proxy Sime Darby Berhad Annual Report 2008 3 Merger Story alaysia’s rich agricultural legacy has helped Mfoster the growth of several plantation giants over the years, many of which have become established names on the global corporate scene today. In 2007, three great companies - Golden Hope Plantations Berhad, Kumpulan Guthrie Berhad and Kumpulan Sime Darby Berhad - came together in a landmark merger that would eventually create Malaysia’s largest listed company. Commencing operations as a new legal entity on 27 November 2007, the new Sime Darby saw a successful return to being listed on Bursa Malaysia on 30 November 2007. It marked the end of a year long journey that resulted in the new entity, made up of nearly 100,000 employees with six core businesses in over 20 countries. The merger combines more than 400 years of rich history, tradition and invaluable business experience that has created a truly unique Malaysia-based diversified multinational. The new group’s business portfolio comprises plantation, property, industrial, motors, energy and utilities. It also has a growing presence in healthcare. The Group’s portfolio is carefully designed to balance and reflect the industry and market cycles which is regularly reviewed against strategic and financial objectives in ensuring optimisation of profits and maximisation of shareholders’ returns. The merger will allow the Group to harness potential synergies that will enable it to deliver greater value to its stakeholders through greater integration and consolidation of key business value chains. Sime Darby’s management remains focused on achieving the targeted merger synergies of between RM400 million and RM500 million in cost and revenue synergies, driven by integration of core businesses, particularly in the plantation and property business. For FY2007/08, about RM210 million in merger synergies have been achieved, well ahead of schedule and was largely contributed by plantation synergies. As the current financial year draws to a close, the merger’s completion marks not the end of a journey but heralds the beginning of a new era for Sime Darby. The challenges ahead are ensuring that the merger thesis remains intact and that synergies are delivered as promised. It is a challenge that everyone within Sime Darby relishes and is confident of achieving. 4 Sime Darby Berhad Annual Report 2008 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Second Annual General Meeting of Sime Darby Berhad will be held at Mahkota II & III, Lower Lobby, Hotel Istana, 73 Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia on Wednesday, 12 November 2008 at 3:00 p.m. for the following purposes:- As Ordinary Business a. To receive the Audited Financial Statements for the year ended 30 June 2008 together with the Reports of the Directors and the Auditors thereon. (Resolution 1) b. To declare a final gross dividend of 34.0 sen per share, less Malaysian income tax at 25 percent, and special gross dividends of 4.0 sen per share, less Malaysian income tax at 25 percent, and 6.0 sen per share Malaysian tax exempt, for the year ended 30 June 2008. (Resolution 2) c. To approve the annual remuneration for the Non-Executive Directors at an amount not exceeding RM3,000,000 in aggregate. (Resolution 3) d. To consider and, if thought fit, pass the following resolutions pursuant to Section 129(6) of the Companies Act, 1965:- i. “THAT pursuant to Section 129(6) of the Companies Act, 1965, Tun Musa Hitam be re-appointed a Director of the Company to hold office until the conclusion of the next Annual General Meeting.” (Resolution 4) ii. “THAT pursuant to Section 129(6) of the Companies Act, 1965, Tun Dato’ Seri Ahmad Sarji Abdul Hamid be re-appointed a Director of the Company to hold office until the conclusion of the next Annual General Meeting.” (Resolution 5) iii. “THAT pursuant to Section 129(6) of the Companies Act, 1965, Dr. Arifin Mohamad Siregar be re-appointed a Director of the Company to hold office until the conclusion of the next Annual General Meeting.” (Resolution 6) iv. “THAT pursuant to Section 129(6) of the Companies Act, 1965, Dato’ Mohamed Sulaiman be re-appointed a Director of the Company to hold office until the conclusion of the next Annual General Meeting.” (Resolution 7) e. To re-elect the following Directors who retire by rotation in accordance with Article 99 of the Company’s Articles of Association:- Tan Sri Dato’ Dr. Wan Mohd. Zahid Mohd. Noordin (Resolution 8) Tan Sri Datuk Dr. Ahmad Tajuddin Ali (Resolution 9) Datuk Seri Panglima Sheng Len Tao (Resolution 10) f. To re-appoint PricewaterhouseCoopers as Auditors of the Company for the ensuing financial year, and to authorise the Directors to fix their remuneration. (Resolution 11) Sime Darby Berhad Annual Report 2008 5 Notice of Annual General Meeting As Special Business g. To consider and, if thought fit, pass the following Special Resolution:- Proposed Amendment to the Articles of Association of the Company “THAT the amendment to Article 78 of the Articles of Association of the Company as set out below be and is hereby approved:- By substituting Article 78 with the following new provision:- “Until otherwise determined by the Company in general meeting, the number of Directors including a Managing Director shall not be less than three (3) nor more than fifteen (15). Subject to the Listing Requirements, at least two (2) Directors or one third (1/3) of the Board of Directors, whichever is higher, shall be Independent Directors.”” (Resolution 12) h. To consider and, if thought fit, pass the following Ordinary Resolution:- Authority to Allot and Issue Shares pursuant to Section 132D of the Companies Act, 1965 “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 Directors be and are hereby authorised, pursuant to Section 132D of the Act, to allot and issue shares in the Company at any time until the conclusion of the next Annual General Meeting 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 to be issued does not exceed ten percent (10%) of the issued share capital of the Company for the time being.” (Resolution 13) i. To consider and, if thought fit, pass the following Ordinary Resolution:- Proposed Share Buy-Back “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 number 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 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.