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ABOUT OUR REPORT

We remain committed to creating long-term


value for our stakeholders, backed by our proven
track record of over four decades in developing
sustainable communities. Our continuing mission
is to meet the evolving property needs of a

47 th developing Malaysia and its future generations.

ANNUAL GENERAL
MEETING OF
SIME DARBY PROPERTY

WHERE

Banyan Room, Ground Floor


Sime Darby Convention Centre
1A, Jalan Bukit Kiara 1
60000 Kuala Lumpur, Malaysia

In line with the Government’s initiative and the


SC Guidance Note, the Company will conduct the
47th AGM on a virtual basis through live streaming
and online remote voting. We strongly encourage
you to participate in the 47th AGM via the Remote
Participation and Voting (“RPV”) facilities which are
available on Tricor Investor & Issuing House Services
Sdn Bhd’s (“Tricor”) TIIH Online website at
https://tiih.online.

WHEN
RATIONALE
Friday, 26 June 2020
At Sime Darby Property, we place great emphasis on both
sustainability and growth.
TIME By keeping up with the changes in the industry, we have
managed to sustain our business and grow exponentially through
10.00 am
the decades, and that is why even after 47 years in the business,
we are still one of the leading and sustainable property
developers in Malaysia.

Each year tells a different story but one that reflects our growth
in the business, and of our successful track record of developing
Board of Directors sustainable communities.

Our winning mindset is reflected by the multiple local and


CHAIRMAN international accolades we have won over the years, but more
Tan Sri Dr. Zeti Akhtar Aziz importantly it is represented by our people who strive to bring
innovative solutions and deliver excellence in all that we do.
BOARD MEMBERS
This report charts our growth so far and what we aim for the future.
• Dato’ Jaganath Derek Steven Sabapathy
• Tengku Datuk Seri Ahmad Shah Alhaj ibni Almarhum
Sultan Salahuddin Abdul Aziz Shah Alhaj CORPORATE BOOK
• Dato’ Johan Ariffin
Contents
• Datuk Dr. Mohd Daud Bakar
• Provide a comprehensive assessment of the Group’s performance
• Dato’ Seri Ahmad Johan Mohammad Raslan
for the Financial Year 2019 and outlook for 2020.
• Datin Norazah Mohamed Razali
• Encik Rizal Rickman Ramli
Regulations Complied
• Datuk Poh Pai Kong
• Companies Act 2016 in Malaysia.
• Bursa Malaysia Main Market Listing Requirements.
PRESENCE IN
Since our listing in 2017, this is our third annual report. It covers the
Financial Year 2019 (FY2019) and is prepared in accordance with the
principles prescribed by the International Integrated Reporting Council.
Embarking on a journey with Integrated Reporting (IR) has been an MALAYSIA UNITED KINGDOM SINGAPORE AUSTRALIA VIETNAM
important decision for us, in terms of evolving with our paradigm of ‘value
creation’. With IR, our attempt will be to further build on our strategies,
improve on our processes, and strengthen our capitals.

PERIOD
The FY2019 report of Sime Darby Property Berhad (hereafter referred to as
Sime Darby Property), covers the period of 1 January 2019 to 31 December
2019. MARKET CAPITALISATION TOTAL ASSETS TOTAL EMPLOYEES

SCOPE
The report covers the main activities, key business areas and operations of
CORE BUSINESS RM6.2 billion
as at 31 December 2019
RM15.5 billion
as at 31 December 2019
1,515
as at 31 December 2019
Sime Darby Property, its subsidiaries as well as joint ventures in Malaysia
and abroad. The report also discusses our outlook, targets and objectives. PROPERTY
DEVELOPMENT
FORMAT
In keeping with IR Principles, the report includes information on both
financial and non-financial performance of Sime Darby Property, with clear
articulation of various risks and opportunities, our mitigation strategies, PROPERTY
and management’s approaches to value creation. The report has also been INVESTMENT
prepared in compliance with Bursa Malaysia Main Market Listing
Requirements, Malaysian Financial Reporting Standards and Companies Act VISION MISSION
2016 in Malaysia. Leader in Building Sustainable To Create a Place that Inspires, Connects
LEISURE &
Communities and Lasts for Generations to Come
THE SIX CAPITALS HOSPITALITY
In progressing towards our vision of being a leader in building sustainable
communities through sustainable property development, we are CORE VALUES [PRIME]
empowered by our six capitals (inputs) and encouraged by their outcomes. Passion | Respect & Teamwork | Integrity & Accountability | Make It Happen | Entrepreneurial Spirit
Our business model on page 30 contextualises how the capitals are Township,
deployed, how we apply our internal governance and systems, strategies Integrated and Niche
to manage externalities and key performance indicators (KPIs) towards Developments:

24
measuring outcomes across the six capitals.

STAKEHOLDER ENGAGEMENT & VALUE CREATION


We have applied the principles of Stakeholder Relationships and
Materiality (see pages 32 to 37 on our Stakeholder Engagement Plan) when
determining our organisational focus. This means understanding and
responding to the needs of our stakeholders and matters that are material
and significantly impact our ability to create value. The key material Land Bank to be Developed:

19,977acres
matters, various risks and opportunities associated with them, our
mitigation, strategies, and outcomes are outlined on pages 40 to 48.

SUSTAINABILITY
Sime Darby Property’s ultimate objective is to create sustainable
communities and to create value for our multiple stakeholders. All our
efforts are channelled towards creating positive impact across the 3 Total Estimated Gross Development
Sustainability Spheres – People, Planet and Prosperity. Our sustainability
Value (GDV):
commitments and achievements for the period under review are included
in this report on pages 192 to 223.

FORWARD LOOKING STATEMENTS


RM86.9 billion
This report may contain forward-looking statements on Sime Darby
Property’s future direction, topline strategies and potential opportunities
for growth. However, such statements in relation to both financial and
non-financial performance are not conclusive and the actual
implementation and results may differ from our projections/expectations,
depending on various risk factors, market uncertainties and possible
deviation from our set path due to unforeseen events or matters beyond
management’s control.
CORE BUSINESS SEGMENTS &
SEGMENT HIGHLIGHTS
Key Highlights

PROPERTY DEVELOPMENT
94.4%
Contribution to Group Revenue

3.14
Sime Darby Property prides itself as a leading developer of RM
landed and strata properties for residential, offices, retail and
industrial developments. Our ongoing townships reflect our well
billion
Sales Achieved in FY2019
known developments in Taman Melawati, Subang Jaya and Bukit

1.55
Jelutong. Some of our recent developments include City of Elmina RM
in Shah Alam, Serenia City in Sepang, Bandar Bukit Raja in Klang
and Bandar Universiti Pagoh in Johor.
billion
Unbilled Sales

Key Highlights
RM
1.70
Total Value of Assets
billion
PROPERTY INVESTMENT

WHO
Sime Darby Property is an established property
developer with an excellent track record in
developing residential, commercial and industrial
Our Property Investment segment comprises retail, office and
industrial assets which are located within Klang Valley and
Singapore. Included in this segment is also the Concession
1.68 million sq.ft.
Total Net Lettable Area
properties. Arrangement business that provides asset management services
We are Malaysia’s biggest property developer in
which include facilities and infrastructure management for
87%
WE ARE
campuses in the Pagoh Education Hub in Bandar Universiti Pagoh.
terms of land bank, with 19,977 acres of
remaining developable land with a total Average Occupancy Rate
estimated GDV of RM86.9 billion.

Our growth in the industry is represented by the


24 strategically located and active townships/
4
institutions of higher learning

AND
developments built to date.
Over

7,800
These townships/developments are connected to
major highways and transportation hubs within
key growth areas from the central region of Klang
students
Valley to Negeri Sembilan and Johor in the South.

WHAT
* Total asset value, total net lettable area
Our global reach not only encompasses assets and average occupancy rate include assets
held under joint ventures.
and operations across the Asia Pacific region, but ** The average occupancy rate excludes the
we are also present in the United Kingdom as the *E
 ffective from 1 January 2019, the Group has combined the Property Investment and occupancy rate of KL East Mall, which is
Concession Arrangement which have similar economic characteristics as a single expected to commence operations in the
developer of the iconic Battersea Power Station operating segment. second half of 2020.
project in central London.

WE DO
We take pride as a developer of sustainable
communities and of our achievement as the first
Key Highlights
TPC KL received 4
recognitions from World Golf
Malaysian property developer to be awarded the
International FIABCI Prix d’Excellence Awards Awards and Asian Golf Awards
LEISURE & HOSPITALITY
twice for its Subang Jaya and UEP Subang Jaya 2019, including Audubon
townships. The Leisure and Hospitality arm of our business manages assets Cooperative Sanctuary for Golf
which include a convention centre, three golf courses, a cricket in Malaysia
Our townships have matured and remain as
club and lawn bowl facilities in Malaysia and a serviced residence
sought-after addresses with vibrant population
located in Vietnam. Achieved average
centres throughout the years. We continue the
progress with more new addresses at prime
locations in the country. 87.7%
Customer Satisfaction Index for
3 key Malaysian assets
OUR COMPETITIVE
STRENGTHS

Large land bank in strategic Well positioned to benefit from


locations opportunities in major strategic Established track record in
development region such as property development
Malaysia Vision Valley

Recognised brand with An experienced board and


Broad product offering
established market positioning management team

OUR DISTINCTIVE DEVELOPMENTS As at 31 December 2019

Number of Units Launched:

TOWNSHIP DEVELOPMENT INTEGRATED DEVELOPMENT


2,917
City of Elmina, Shah Alam KL East, Kuala Lumpur Number of Units Sold:
(160 acres)
4,198
(Denai Alam, Elmina East,
Elmina West, and Bukit Subang) – The Ridge
(5,000 acres) – The Veo
– KL East Mall
Kota Elmina Sales Achieved:
SJCC, Subang Jaya
RM3.14
(1,540 acres)
(30 acres)
Bukit Jelutong – Lot 15 billion
(2,205 acres) – Aurora
Bandar Bukit Raja, Klang SJ7, Subang Jaya
(4,333 acres) (35 acres) Sales Performance as at 31 December 2019:
Serenia City, Sepang Ara Damansara, Petaling Jaya
(2,370 acres) (693 acres) Sales by Region
– Oasis Corporate Park Other areas in Klang Valley 45.8%
Nilai Impian, Nilai – Cantara Residences
(1,809 acres) Guthrie Corridor Expressway 26.3%
Melawati, Ulu Klang
Planters’ Haven, Nilai (880 acres) Klang 19.9%
(250 acres) – Serini
– Melawati Corporate Centre Negeri Sembilan 4.5%
Putra Heights, Subang Jaya
(1,796 acres) Others 3.5%
SIGNATURE/NICHE
Saujana Impian, Kajang DEVELOPMENT
(600 acres) Shareholding Structure
KLGCC Resort, Kuala Lumpur
Bandar Ainsdale, Seremban (360 acres) as at 31 December 2019
(562 acres) – Senada Residences
– East Residence Foreign Shareholdings,
Bandar Universiti Pagoh, Muar 10.8%
(4,099 acres) USJ Heights, Subang Jaya
(375 acres) Other Domestic PNB, 56.8%
Taman Pasir Putih, Pasir Gudang Shareholdings,
(356 acres) Chemara Hills, Seremban 15.0%
(44 acres)

JOINT VENTURE DEVELOPMENTS KWAP, 6.1%

PJ Midtown
(6 acres) EPF, 11.3%

Radia, Bukit Jelutong


(12 acres)
Inside
A N N U AL R E PO RT 2019

SEC1 OVERVIEW OF SIME DARBY


PROPERTY BERHAD
• About Our Report
1 Vision
1 Mission
1 Core Values
1 Our Presence
2 Who We Are & What We Do
2 Core Business Segments & Segment Highlights
3 Our Competitive Strengths
3 Our Distinctive Developments

SEC2 KEY MESSAGES


6 Chairman’s Statement
10 Acting Group Chief Executive Officer’s Review

SEC3 CORPORATE OVERVIEW


14 Business Highlights
15 Financial Highlights & Segment Highlights
PDF Version
16 Awards and Achievements
These reports are available on
our website
18 Key Milestones
20 Group Corporate Structure (Operating Entities)
21 Corporate Information
Go online to our website at:
www.simedarbyproperty.com
SEC4 MANAGEMENT DISCUSSION & SEC7 SUSTAINABILITY REPORT
ANALYSIS 192 About Sime Darby Property Sustainability
(A) STRATEGIC REVIEW Statement
22 Market Review and Outlook 194 Sustainability@Sime Darby Property
195 The United Nations Sustainable Development
28 Global Megatrends and Growth Opportunities
Goals (SDGs) 2030
for the Group
197 Sustainability Approach
30 Our Value Creating Business Model
197 Sustainability Context
32 Stakeholders Engagement
201 Sustainability Governance
35 Our Capitals, Material Matters &
203 Contributing to a Better Society
Value Creation 213 Optimising Environmental Performance
38 Our Strategy 219 Delivering Sustainable Development
40 Key Risks and Mitigation

(B) PERFORMANCE REVIEW


50 Group Financial Review
SEC8 REPORTS AND FINANCIAL STATEMENTS
59 Quarterly Performance
60 Statement of Value Added 224 Statement of Responsibility
61 FY2015-FY2019 Financial Summary by the Board of Directors
62 Key Performance Metrics 226 Directors’ Report
63 Financial Calendar 231 Statement by Directors
64 Investor Information 231 Statutory Declaration
232 Independent Auditors’ Report
(C) OPERATIONS REVIEW 240 Statements of Profit or Loss
70 Property Development 241 Statements of Comprehensive Income
82 Property Investment 242 Statements of Financial Position
89 Leisure & Hospitality 246 Statements of Changes in Equity
248 Statements of Cash Flows
251 Notes to the Financial Statements

SEC5 ENSURING INTEGRITY AND


GOVERNANCE SEC9 SHAREHOLDERS’ INFORMATION
94 Board Composition 349 Analysis of Shareholdings
95 Board of Directors’ Profile 352 Properties of the Group
104 Senior Management 357 Corporate Directory
106 Executive Leadership Composition 360 Notice of Annual General Meeting
107 Executive Leadership Profile 367 Statement Accompanying Notice of the
112 Sime Darby Property Berhad Organisation Forty-Seventh Annual General Meeting
Structure FY2019 – Corporate 368 Administrative Details for the Forty-Seventh
114 Sime Darby Property Berhad Organisation Annual General Meeting (“47th AGM”) of
Structure FY2019 – Operations Sime Darby Property Berhad
373 Form of Proxy

SEC6 GOVERNANCE
SEC10 APPENDIX
116 Corporate Governance Overview Statement
154 Nomination and Remuneration 375 Notice to Shareholders Under The Personal
Committee Report Data Protection Act 2010
164 Additional Compliance Information 376 Notis kepada Pemegang Saham Di Bawah Akta
168 Statement on Risk Management and Perlindungan Data Peribadi 2010
377 Notice to Proxies Under The Personal Data
Internal Control
Protection Act 2010
181 Audit Committee Report
378 Notis kepada Proksi Di Bawah Akta
186 Risk Management Committee Report
Perlindungan Data Peribadi 2010
379 Independent Assurance Report
6 A N N U A L R E P OR T 2 0 1 9

“M
arket uncertainty and
volatility arising from global
trade tensions, geo-political
developments, digital disruptions, the
unprecedented health scares and more
discerning customers – all seem to be the
‘New Normal’ of this decade. In the face of
adversity, the option is not to fail, but to
overcome such challenges and to become
more resilient. It is time to think
differently, exercise caution, remain
creative, forge partnerships, embrace
inclusion, pursue growth with responsibility,
and create value that is meaningful for
everyone in the business and to the


community.
KEY MESSAGES
SEC 1 < SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10
7

C H A I R M A N ’ S

STATEMENT
TAN SRI DR. ZETI AKHTAR AZIZ

DEAR STAKEHOLDERS,
It is with great pleasure and pride that I present this third Sime Darby Property Integrated Report following its
listing as an independent business in 2017. While our strong legacy and parentage provided an initial impetus
for growth, we have demonstrated our inherent capabilities and strong fundamentals by delivering an improved
financial year amid a highly challenging operating environment. The year 2020 will experience an even more
challenging environment, following the economic consequences of the global spread of coronavirus early in the
first half of the year. I am however reinforced in my belief in the organisation, its potential, and its leadership
in the field that will continue to create value for our shareholders and the stakeholders in our universe. To achieve
our aspirations, we need to recognise some of the new mega trends that are reshaping our economy that relate to
changes in our demographic structure, the changes in technology and digitalisation, the greater urbanisation, the
infrastructure requirements including in the healthcare sector and the changing patterns in consumption demand.

The developments in 2019 were already extremely overwhelming. The global


externalities – from the US-China trade tensions and the aftermath of Brexit, to the
local market conditions with disparate demand and supply trends and the weak market
sentiments. On the cusp of the new year 2020, trade and investment flows worsened
with the COVID-19 pandemic that has plagued the world and augmented with the
30%
collapse in oil prices following tensions among the major economies. On the home rise in revenue
front, Malaysians have largely remained peaceful and calm following the political
developments and the health scare, reflecting the country’s maturity and resilience. to RM3.2 billion
However, the progressive Government policies and reform measures in 2019 boded well
for the markets last year. Despite a challenging environment, the Malaysian economy
was able to register Gross Domestic Product growth of 4.3 percent while the property
market seemed to partially pick up in the first half of the year with the policy measures
focused on affordable housing and the sizable emergence of new generation of first-
time home buyers. But this does not provide us with the complete picture.
Net Profit
It is important to acknowledge and recognise the fact that the current imbalance in the
property market, which has been building for some years, will correct itself and find its
own equilibrium. Policymakers, analysts, market watchers, and industry players have been
RM598.5
million
signaling the need for cautious optimism – with respect to the planned growth, with
responsible investments, and prudent strategies. Additionally, the domestic economy in
2020 will suffer a setback following the overwhelming damage of the coronavirus
pandemic to the global economy. What will separate leaders from laggards is the ability
to continue rebuilding the business and catalyse the industry recovery and growth, while
cushioning the economy against any potential negative spill-over effects from our sector.

Our shareholders and stakeholders are invested in Sime Darby Property’s future. It is
my strong conviction that our resilient, robust, and re-energising strategies will build Landed properties at
on the performance that we have achieved over the recent two years. In the event of affordable price points
any severe setbacks following highly extreme global conditions, we can expect to be contribute to strong take-up
affected, but the foundations that we have put in place will increase our potential to rates during launches.
emerge positively from these conditions.
8 A N N U A L R E P OR T 2 0 1 9

CHAIRMAN’S STATEMENT

Navigating the Changing In the retail segment, we also sought Principles of Good Governance
alternative solutions. We remained on
Landscape Beyond financial performance and
track with our aspiration to expand
The future for Sime Darby Property our retail footprint, which served well profits, I cannot emphasise enough on
relies on our ability to remain agile, in terms of increasing our recurring the critical need to embed principles
resourceful, and resilient. It is not only income potential. of good governance in the conduct of
the challenges of the present, but also our business. It is the cornerstone of
the imbalances in our sector that have Overall, these differentiated our reforms to promote stability and
been built up over the years that approaches to planning growth helped growth for the property sector. The
requires us to remain focused on us deliver a positive year in 2019. new order of the business and its
identifying the opportunities while complex challenges require transparent,
adjusting to the new operating inclusive and accountable governance
environment so that we can sustain our Continued Commitment to mechanisms and leadership.
performance and remain competitive. Performance In 2019, we strengthened our
In 2019, while the demand in certain For the year ended 31 December orientation to governance and what
property segments remained below 2019, the Group has performed this means for sustaining our
average, the potential with landed satisfactorily with a net profit of performance and growth. An
and affordable properties, and the RM598.5 million, a significant important area of focus for the Group
industrial products were promising. In improvement from 2018. This is on during the year was to ensure our
response, the delivering of landed the back of a 30 percent rise in preparedness in meeting the
properties at affordable prices revenue to RM3.2 billion for 2019. requirements of Section 17A of the
reinforced by Sime Darby Property’s Malaysia Anti-Corruption Commission
position as a reputable developer of In building our foundations for Act 2009 (MACC Act). The Act which
townships generated positive consistent financial performance, we was amended to introduce corporate
outcomes, as was reflected by the remain committed to offer liability for corruption offences of
strong take-up rates during the predictability in earnings to our commercial organisations will be
launches in 2019. shareholders year-on-year. enforced on 1 June 2020.
I am pleased to inform that the Board
This has been reinforced by our has declared dividends amounting to While the Code of Business Conduct
technical expertise and design 3.0 sen per share for the financial has made it clear that the Group has
innovation. Additionally, greater year ended 31 December 2019 with a zero tolerance towards bribery and
consumer awareness was supported by total dividend payout to shareholders corruption, the Group has also taken
the roll out of our marketing campaigns amounting to RM204 million. necessary steps to identify various
which effectively highlighted our corruption risks across our operations
unique value propositions. This The dividends declared are a and value chain, to plan and adopt
garnered a positive response despite reflection of the value of the adequate mitigation measures.
the weak market. The Primetime 8 company. Our future will however
and Spotlight 8 campaigns recorded also rely heavily on our continuing
RM2 billion in sales, contributing to leadership in anticipating and For a Sustainable Future
our revenue potential. proactively responding to the newly
emerging trends and to be well- Our sustainability journey continues
In 2019, our capabilities were also positioned to meet the consequent to receive due recognition from the
strengthened through our joint challenges with solutions of the future investment community. For the
venture projects, in particular, for the – for both customers as well as the second year running, Sime Darby
industrial business segment. We not marketplace. Property has been recognised as the
only launched the Bandar Bukit Raja only Malaysian developer listed on
Industrial Gateway, but our project the Dow Jones Sustainability Index, a
proved to be a milestone for the global benchmark for corporate
township with Built-to-Suit facilities sustainability performance.
and ready supply chain hubs.
KEY MESSAGES
SEC 1 < SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10
9

The rapid pace and adverse effects of climate change and other
environmental shocks in the recent years have raised considerable
awareness on the need to care for the environment. This however
misses the other two pillars of sustainability namely people and
prosperity. Apart from minimising environmental harm, organisations Primetime 8 and Spotlight 8 marketing
should also contribute to the betterment of society and to sustainable campaigns recorded
development. For Sime Darby Property, this is reflected in the way that
we approach, design and develop our projects to achieve the intended
impact for our stakeholders and to the community at large.
RM2 billion in sales

Launched Bandar Bukit Raja


Industrial Gateway, a milestone
for the township

Launched HR On-Cloud, an
integrated cloud-based solution to
implement human resource
management.

People for Progress On 22 April 2020 we welcome on Board Dato’


Azmir Merican as our new Group Managing
The development and retention of our employees have always been an Director. He joins Sime Darby Property with a
important focus for the Group. This is reflected in the design and wealth of experience. We look forward to
implementation of the human capital development strategies for the working with him to steer Sime Darby Property
year under review. Also central to this is reinforcing the capabilities to a new direction and towards strengthening
through continuous learning and development, and greater engagement. the organisational capacity of the corporation
to address the new challenges that are before
This includes introducing new and updated learning programmes, and us. I wish to take this opportunity to thank
establishing an appraisal and rewards framework that drives Dato’ Wan Hashimi Albakri W.A.A Jaffri who
performance while also increasing engagement levels significantly. was Acting Group Chief Executive Officer for
Cumulatively, this aims to improve productivity which is integral to the eleven-month period prior to this. I also
enhancing our overall performance and growth. wish to thank members of the Board for the
attention and time given to Sime Darby
As part of our efforts to improve operational efficiency, the Group has Property during this period to oversee the
also launched the first phase of the HR On-Cloud (HROC), an challenging matters confronting the corporation
integrated, cloud-based solution to implement human resource during the year. I would also like to thank
management. HROC offers more convenience and greater connectivity Dato’ Johan Ariffin following his retirement
for employees. It allows for access from anywhere and at anytime after a nine year tenure with the Board.
through a mobile application and web browser.
To our shareholders, we will strive to improve
our performance and my sincere thanks for the
Acknowledgements continued trust and support accorded to the
Group.
In closing, I would like to express my gratitude to fellow Board
members for their efforts and contributions during the financial year.
My heartfelt appreciation goes to the senior management and all the Tan Sri Dr. Zeti Akhtar Aziz
employees for their commitment and dedication. Non-Independent, Non-Executive Chairman

The financial performance comparison is against a 12-month period ended 31 December 2018.
10 A N N U A L R E P OR T 2 0 1 9

“T
he test of a sustainable business lies
in how it navigates through the
toughest of challenges and the most
unfavourable market conditions. And tested Sime
Darby Property has, as it will be time and again in
the future. It was with the guidance of our senior
leadership and management members that the
Company navigated the challenging waters last
year, and I am confident the same strength can


see us through the troubled times ahead.
KEY MESSAGES
SEC 1 < SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10
11

ACTING GROUP CHIEF

EXECUTIVE
OFFICER’S REVIEW
DATO’ WAN HASHIMI ALBAKRI W.A.A. JAFFRI

DEAR STAKEHOLDERS,
It is a known fact that more than 140 industries are positively influenced by the spill-over benefits from the
property sector. Despite the economic and industry headwinds that are expected to come, the sector will
continue to play an integral role in catalysing socio-economic progress. In most recent years, with strategic
efforts of the Government to accelerate home ownership, we have also seen the relevance of this sector to
enable policies that will contribute to the welfare of broader communities. And I acknowledge the responsibility
of larger players such as Sime Darby Property to not just create an impetus for sectoral growth, but also in
responding to the evolving needs of the marketplace with innovations of the future.

With this belief, in 2019, despite the less favourable operating environment and the
lukewarm market sentiments, we focused our efforts on various internal and external
opportunities that can be leveraged to successfully implement our strategic roadmap.
For some years now, we have seen the demand-supply gaps widening, creating a
situation of overhang and eroding rental returns in the case of commercial properties.

However, for the year under review, there were some positive initiatives from both the
Government as well as the regulators. The Home Ownership Campaign, for instance,
proved to be a springboard for young aspiring Malaysians to plan their first home
purchase. To partially mitigate the imbalance, the price threshold for foreign buyers was
reduced from RM1 million to RM600,000 for completed high-rise properties. Meanwhile, RM3.14 billion
sales, beating the annual
Bank Negara Malaysia (BNM) reduced the Overnight Policy Rate (OPR) to 2.75 percent
from 3.00 percent as a pre-emptive measure to secure the nation’s economic growth. sales target by
The lower cost of borrowings will support domestic spending, which in turn will spur the
domestic economy. 37%
Sime Darby Property was not unaffected by the softened market. While the prospects
seemed weak, our strength as a township developer gave us some protection against the
demand and supply situation. Our ability to design and deliver product solutions to a
cross-section of consumers in the market gave us a business advantage, in terms of our
flexibility to diversify our revenue potential across segments. In 2019, a major share of
our offerings was in the affordable product segment, targeted at first-home buyers. This
strategy was instrumental in garnering good response from the market, contributing to
our overall performance.
12 A N N U A L R E P OR T 2 0 1 9

ACTING GROUP CHIEF EXECUTIVE OFFICER’S REVIEW

Beyond Challenges:
Reporting Positive Growth
As at end FY2019, the Company
registered a 30 percent growth in
revenue, from RM2.4 billion in the
previous financial year to RM3.2
billion. Profit before Interest and Tax
(PBIT) also improved significantly
from RM30.9 million in the previous
year to RM567.3 million. Profit after
Tax and Minority Interests or PATAMI
was at RM598.5 million, a significant
improvement from the previous year’s
loss of RM238.5 million. This sharp
increase can be attributed to higher
revenue and one-off gains.
qualitative aspects that could strengthen our businesses as well as create value
The key contributor to revenue, for all stakeholders. Some of the key achievements include:
however, has been the Property
Development segment that saw a • With rapid advancements in technology, the new-age consumers interact,
significant jump in segment result engage, and contribute through innovative and participative digital
from the previous year to RM431.8 platforms. In 2019, we launched dto, Malaysia’s first online crowdsourcing
million in this current financial year, platform to reach-out to our ever-evolving customers and co-create solutions
mainly attributed to the higher sales that are meaningful for everyone. With active solicitation of ideas from
and development activities in Denai potential customers, we initiated efforts to conceptualise and co-create our
Alam, Bukit Jelutong, Nilai Utama, first high-rise residential project – Aurora Subang Jaya. The future of
Bandar Bukit Raja, Serenia City and property development will be increasingly about customisation or bespoke
Putra Heights townships as well as features that will capture the imagination of the new generation of
KLGCC Resort and Cantara consumers, who work with developers to design product solutions.
Residences. • With the ongoing phenomenon of global heating and climate emergency,
there is growing pressure on the business community to manage and reduce
A major achievement for Sime Darby its dependence on fossil fuels and transition to alternative energy sources.
Property was meeting its sales target In keeping with our commitment to the sustainability agenda, we partnered
for the year. The Company posted with TNBX Sdn Bhd to provide the first-of-its-kind Smart Green Home
sales of RM3.14 billion, which exceeded Solutions. We became the first homegrown development to have installed
its target of RM2.30 billion for 2019. photo voltaic panels in 513 units of Elmina Grove. Homeowners are now able
Unbilled sales improved 4.9 percent to make significant savings of up to 50 percent per month on their
and remained healthy at RM1.55 electricity bills above RM200, in addition to reducing their individual and
billion as at end December last year. collective carbon footprint. The residents are also able to commercialise/sell
excess energy back to the grid through Tenaga Nasional Berhad (TNB).The
green solution offers consumers an option to meet their energy needs more
Beyond Financial Performance: efficiently with a smart meter, but also helps them fulfil their social
responsibility towards the environment and the planet.
Value Creation for All
• Our customers are changing fast in their preferences and their behaviour. The
During the year, our robust business
marketplace is extremely competitive, with new disruptive forces. Amid such a
roadmap reinforced our confidence in
challenging environment, innovation is the only solution to gain business and
both people as well as our untapped
market advantage. Therefore, we started looking at the concept of Multi-
potential. We allocated more
Generational Homes. In the City of Elmina, our first landed strata precinct
resources, forged new partnerships to
named Elmina Grove, with 513 residential units is the first phase that
innovate and accelerated our
embraces multigenerational features to suit residents of different age groups
performance by focusing on
and demographics, with diverse needs, interests and expectations.
KEY MESSAGES
SEC 1 < SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10
13

Additionally, affordability alongside accessibility has been and will


be the key customer value proposition into the future. During the
year under review, we launched Elsa, our first product under the Property Development
Affordable Collection in Bandar Bukit Raja, which was fully sold-out remains a key contributor
on the launch day itself. This encouraging trend continued with to the Group’s performance
Serenia City, our youngest township, recording take-up rates of
more than 90 percent.

Unbilled sales up
Beyond Strategies: Realigning with the Changing
Landscapes 4.9%
to a healthy
The predictions of increased economic and industrial headwinds will
catalyse corporations, particularly those in key sectors, to realign their
strategies moving forward. This global predicament pushes the
RM1.55 billion
Management to remain vigilant in ensuring Sime Darby Property, as the
largest property developer in the country, with international exposure,
is protected via prudent cash flow management, alignment of
immediate priorities and increased engagements with stakeholders.

More than two years after we unveiled our five strategic priorities, we Beyond Business Acumen:
believe that the Company has gained positive momentum. A key part of Management Leadership
this is the setting-up of a new Industrial and Logistics Development
We strongly believe that alongside business
business segment to spearhead our venture into this new growth area,
especially in Bandar Bukit Raja, Serenia City and City of Elmina. We acumen, to survive and compete amid the
expect Bandar Bukit Raja to be a major beneficiary from the opening of globalising market, businesses need strong
two interchanges connecting the township to the new West Coast leadership to motivate performance. I take
Expressway. pride in acknowledging the demonstrated
leadership of our Board of Directors, Senior
The Malaysia Vision Valley 2.0 is also gaining traction with the Management Team, and the Sime Darby
groundbreaking of its first industrial park in Nilai Impian. MVV 2.0 has Property family of employees to deliver a
been well supported by the Negeri Sembilan State Government and the positive financial year.
revival of two major infrastructure projects, namely the East Coast Rail
Link and the High Speed Rail, would benefit the development.
To all our colleagues in Sime Darby Property,
our heartfelt appreciation for your dedication
As for residential development, we will continue to prioritise
developments in key areas, namely townships along the Guthrie and unwavering commitment.
Corridor Expressway, Bandar Bukit Raja, Serenia City and Nilai Impian.
And finally, we are also grateful for the
This momentum however is expected to be affected by the global support from the Government, the various
economic downturn that will beset Corporate Malaysia. While it is regulatory bodies, our multitude of business
difficult to predict the near-term outlook, Sime Darby Property will partners and most importantly our customers
prepare for all eventualities by being agile and respond rapidly to for their unyielding trust.
changes in the internal and external environment.
We look forward to many more years of
The COVID-19 pandemic has taught us that disruption comes in many
collaboration and growth.
forms. The restrictions that entail pushes us to rise and meet the
changing requirements, and to keep up, we are using this period to
revisit our current strategies to move towards a more wholesome
approach of township development. This includes creating a supportive
ecosystem for healthcare sector and SMEs as well as forming catalytic
partnerships beneficial to the communities within our developments. Dato’ Wan Hashimi Albakri W.A.A. Jaffri
Acting Group Chief Executive Officer

The financial performance comparison is against a 12-month period ended 31 December 2018.
14 A N N U A L R E P OR T 2 0 1 9

BUSINESS HIGHLIGHTS

Delivery of
Sales Achieved

RM3.14 4,198 units


completed units

Number of 886 units


billion units sold mainly in City of
Elmina, Bandar Bukit
Raja and Bandar
Universiti Pagoh

2
Sime Darby Property was reselected as an
nd Index Constituent of the Dow
year Jones Sustainability Index

The only
Real Estate Company
in Malaysia to Member of
receive the Dow Jones Emerging
honour Markets sub-indices
CORPORATE OVERVIEW
SEC 1 SEC 2 < SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10
15

FINANCIAL HIGHLIGHTS & SEGMENT HIGHLIGHTS

PATAMI SALES ACHIEVED


REVENUE
RM RM
RM

3,180.0 million 598.5 million 3,135.7 million


NET ASSETS PER SHARE
ATTRIBUTABLE TO OWNERS GROSS DEBT-TO-EQUITY
TOTAL EQUITY RATIO
OF THE COMPANY
RM
RM

9,950.0 million 1.43 33.1 %

Leisure and Leisure and Leisure and


Property Investment, Hospitality, 2.9% Hospitality, 4.2% Hospitality, 0.7%
Property Investment, Property Investment,
3.1%
4.2% 14.1%

3,194.0 800.1 13,012.4

Property Property Property


Before Development, Before Development, Before Development,
elimination 94.0% elimination 91.6% elimination 85.2%

Revenue Gross Profit Segment Net Assets


(RM million) (RM million) (RM million)

Property Development recorded a Property Investment registered a Leisure and Hospitality achieved a
Gross Profit of Gross Profit of Gross Profit of

RM RM RM

732.9 million 33.9 million 33.3 million


16 A N N U A L R E P OR T 2 0 1 9

AWARDS AND ACHIEVEMENTS


2019

The Star Property Malaysia Landscape BCI Asia Top 10


Awards Architecture Awards Developers Awards
Top Ranked Developers
(MLAA) (Malaysia)
of the Year Honour in Landscape Master Plan
Awards (Developer Category)
The Happy Buyer Award Serenia City Landscape Master Plan Putra Brand Awards
(Most ROI Development
Honour in Landscape Analysis and Gold Award in Property
Category)
Study Awards Category
Gateway 16 @Bandar Bukit Raja
(Professional Category)
Town Park, Bandar Bukit Raja

High QLASSIC Merit in Landscape Design Awards


Achievement Awards (Professional Category)
Linear Park, Putra Heights
Won 12 awards for a mix of
residential and commercial
developments
CORPORATE OVERVIEW
SEC 1 SEC 2 < SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10
17

The Edge Malaysia Property National Annual Corporate Report Awards (NACRA)
Excellence Awards Platinum for Integrated Reporting Award
The Edge Top Property Developers Sime Darby Property Integrated Annual Report
Awards
Industry Excellence Awards (Companies Listed in Main Market)
The Edge – PEPS Value Creation Sime Darby Property Berhad (Property Category)
Excellence Award
(Non-Residential Category)
Gateway 16 @Bandar Bukit Raja

Malaysia Property Award


Winner for Retail Category
Melawati Mall
18 A N N U A L R E P OR T 2 0 1 9

KEY MILESTONES

1972
• Negara Properties,
subsidiary of Golden 2000
Hope Plantations,
launches Taman • Sime UEP, the first
Melawati. Malaysian developer to
receive the MS ISO
1974 14000 Environmental
Management System.
• The launch of Subang Jaya
township. 2002
1984 • The launch of Bandar Bukit 2010
Raja township, covering
• Sime Darby Property forms
• Sime UEP is established 4,333 acres.
a 50:50 joint venture with
through the acquisition of a
UEM Sunrise to develop
large stake in United 2003 Radia, a commercial
Estates Projects Bhd.
development in Bukit
• Guthrie Property launches
Jelutong.
1990 Denai Alam and wins the
Institute of Planners’
• Guthrie Property Planning Innovation Award 2011
Development Holding Bhd for Township.
• Sime Darby Property
is established and the
launches first affordable
Bukit Jelutong 2005 housing project in Bandar
development commences.
Ainsdale, in collaboration
• Completion of the Guthrie
with PR1MA.
1995 Corridor Expressway
which connects Shah Alam
• Subang Jaya receives the and Rawang.
International FIABCI Prix
d’Excellence Award. 2007
1997 • The merger of Sime
Darby Bhd, Kumpulan
• Bukit Jelutong wins Best Guthrie Bhd and Golden
Planned Township Hope Plantations Bhd.
Award from the
Institute of Town
Planners in Malaysia.
CORPORATE OVERVIEW
SEC 1 SEC 2 < SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10
19

2012
2017
• Sime Darby Property,
SP Setia and EPF acquire • Pagoh Education Hub 2019
the iconic Battersea completion in May 2017.
Power Station site in • Launch of dto, Malaysia’s
London for £400 million. • Sime Darby Property first property co-creation
opens Melawati Mall, a digital platform.
• Sime Darby Property new iconic lifestyle mall in
launches the 5,000-acre Taman Melawati. • Sime Darby Property is
freehold City of Elmina reselected as an Index
township. • Sime Darby Property Constituent in the Dow
makes its debut on the Jones Sustainability Index.
• Sime Darby Property signs Main Board of Bursa
concession agreements Malaysia Securities Berhad • Sime Darby Property makes
with the Government of on 30 November 2017. more than RM1 billion sales
Malaysia and four higher with Primetime 8 campaign.
learning institutions to 2018
build the country’s first • Sime Darby Property
multi-varsity education hub • Sime Darby Property partners a Malaysian-based
in Pagoh, Johor. partners Japan’s Mitsui and environmental NGO to set
Mitsubishi Estate for up a rainforest knowledge
• Sime Darby Property enters Logistic and Industrial centre in the City of
a joint venture with development at Bandar Elmina.
CapitaMalls Asia to Bukit Raja.
develop Melawati Mall in • Sime Darby Property
Taman Melawati. • Tan Sri Dr. Zeti Akhtar collaborates with TNBX
Aziz is appointed the first Sdn Bhd to provide
woman chairman of the smarter and greener homes
2014 Board. in the City of Elmina.
• Sime Darby Property
launches Rumah Mampu • Sime Darby Property and • Spotlight 8 campaign hits
Milik Johor at Taman UNICEF sign an MoU to RM1 billion sales.
Pasir Putih in Pasir develop Malaysia’s first
Gudang. Inclusive Playground • Groundbreaking
in the City of Elmina. ceremony of Bandar
2016 • Official launch of
Bukit Raja Industrial
Gateway.
• Launch of Sime Darby Malaysia Vision Valley
Property Mobile 2.0.
Application.
20 A N N U A L R E P OR T 2 0 1 9

GROUP CORPORATE STRUCTURE (OPERATING ENTITIES)

MALAYSIA: WHOLLY-OWNED SUBSIDIARIES MALAYSIA: NON-WHOLLY-OWNED SUBSIDIARIES


Harvard Hotel (Jerai) Sdn Bhd Sime Darby Property (KLGCC Resort) Sdn Bhd Harvard Golf Resort (Jerai) Berhad
(formerly known as Sime Darby KLGCC
Impian Golf Resort Berhad Development Sdn Bhd) Sime Darby Brunsfield Holding Sdn Bhd Group
Kuala Lumpur Golf & Country Club Berhad Sime Darby Property (Kulai) Sdn Bhd Sime Darby Nilai Utama Sdn Bhd
(formerly known as Sime Darby Kulai Development
MVV Holdings Sdn Bhd Sdn Bhd) Sime Darby Property Selatan Sdn Bhd Group
Sime Darby Builders Sdn Bhd Sime Darby Property (Lagong) Sdn Bhd
(formerly known as Sime Darby Landscaping Sdn Bhd) MALAYSIA: JOINT VENTURE
Sime Darby Property (Ainsdale) Sdn Bhd
(formerly known as Sime Darby Ainsdale Sime Darby Property (Lembah Acob) Sdn Bhd PJ Midtown Development Sdn Bhd
Development Sdn Bhd)
Sime Darby Property (Lukut) Sdn Bhd Sime Darby Property CapitaLand (Melawati Mall)
Sime Darby Property (Ampar Tenang) Sdn Bhd (formerly known as Sime Darby Lukut Sdn Bhd
(formerly known as Sime Darby Ampar Tenang Development Sdn Bhd) (formerly known as Sime Darby CapitaLand
Sdn Bhd) (Melawati Mall) Sdn Bhd)
Sime Darby Property (Nilai Realty) Sdn Bhd
Sime Darby Property (Ara Damansara) Sdn Bhd (formerly known as Sime Darby Properties Realty Sime Darby Property MIT Development Sdn Bhd
(formerly known as Sime Darby Ara Damansara Sdn Bhd) (formerly known as Sime Darby MIT Development
Development Sdn Bhd) Sdn Bhd) Group
Sime Darby Property (Nilai) Sdn Bhd
Sime Darby Property (BBR Industrial I) Sdn Bhd Sime Darby Sunrise Development Sdn Bhd
Sime Darby Property (Pagoh) Sdn Bhd
Sime Darby Property (Bukit Jelutong) Sdn Bhd (formerly known as Sime Darby Pagoh
(formerly known as Sime Darby Augsburg (M) Development Sdn Bhd) FOREIGN: WHOLLY-OWNED SUBSIDIARIES
Sdn Bhd)
Sime Darby Property (Sabah) Sdn Bhd Darby Park (Management) Pte Ltd Group
Sime Darby Property (Bukit Raja) Sdn Bhd (formerly known as Sime Darby Properties (Sabah)
(formerly known as Sime Darby USJ Development Sdn Bhd) Sime Darby Property (London) Limited
Sdn Bhd) (formerly known as Sime Darby London Limited)
Sime Darby Property (Saujana Impian) Sdn Bhd
Sime Darby Property (Bukit Selarong) Sdn Bhd (formerly known as Sime Darby Sungai Kantan Sime Darby Property (Hong Kong) Limited
Development Sdn Bhd)
Sime Darby Property (Bukit Subang) Sdn Bhd Sime Darby Property (Vietnam) Pte Ltd Group
(formerly known as Sime Darby Paralimni Sdn Bhd) Sime Darby Property (Selangor) Sdn Bhd
(formerly known as Sime Darby Properties Sime Darby Property Singapore Limited Group
Sime Darby Property (Bukit Tunku) Sdn Bhd (Selangor) Sdn Bhd)
Sime Darby Property (Chemara) Sdn Bhd Sime Darby Property (Serenia City) Sdn Bhd FOREIGN: 40% ASSOCIATES
(formerly known as Sime Darby Chemara Sdn
(formerly known as Sime Darby Serenia
Berhad) Battersea Project Holding Company Limited Group
Development Sdn Bhd)
Sime Darby Property (City of Elmina) Sdn Bhd Sime Darby Property (SJ7) Sdn Bhd Battersea Power Station Development Company
(formerly known as Sime Darby Elmina Limited Group
(formerly known as Syarikat Perumahan Guthrie
Development Sdn Bhd)
Sdn Bhd)
Battersea Power Station Estates Limited
Sime Darby Property (Convention Centre) Sdn Bhd Sime Darby Property (Subang) Sdn Bhd
(formerly known as Stableford Development
Sdn Bhd) Sime Darby Property (Sungai Kapar) Sdn Bhd
Sime Darby Property (Golfhome) Sdn Bhd Sime Darby Property (USJ) Sdn Bhd
(formerly known as Golfhome Development Sdn Bhd)
Sime Darby Property (Utara) Sdn Bhd
Sime Darby Property (Golftek) Sdn Bhd
(formerly known as Golftek Development Sdn Bhd) Sime Darby Property Holdings Sdn Bhd
Sime Darby Property (Ironwood) Sdn Bhd Sime Darby Property Management Sdn Bhd
(formerly known as Ironwood Development Sdn Bhd)
Sime Darby Property Selatan (Holding) Sdn Bhd
Sime Darby Property (KL East) Sdn Bhd (formerly known as Sime Darby Johor Development
(formerly known as Sime Darby Melawati Sdn Bhd) Note:
Development Sdn Bhd) For the full list of entities, please refer to pages 335
Sime Darby Property Urus Harta Sdn Bhd to 342, Note 44 List of Subsidiaries, Joint Ventures
Sime Darby Property (Klang) Sdn Bhd (formerly known as Sime Darby Urus Harta Sdn Bhd) and Associates

Sime Wood Industries Sdn Bhd


CORPORATE OVERVIEW
SEC 1 SEC 2 < SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10
21

CORPORATE INFORMATION

BOARD OF DIRECTORS GROUP MANAGING AUDITORS


Tan Sri Dr. Zeti Akhtar Aziz
DIRECTOR PricewaterhouseCoopers PLT
(Non-Independent Non-Executive Dato’ Azmir Merican Dato’ Azmi (LLP0014401-LCA & AF 1146)
Chairman) Merican
(appointed on 22 April 2020) Level 10, 1 Sentral
Dato’ Azmir Merican Dato’ Azmi Jalan Rakyat
Merican Kuala Lumpur Sentral
(Group Managing Director – GROUP SECRETARY P.O. Box 10192
appointed on 22 April 2020) 50706 Kuala Lumpur
Moriami Mohd (MAICSA 7031470) Wilayah Persekutuan
Dato’ Jaganath Derek Steven
Tel no.: +603 2173 1188
Sabapathy
REGISTERED OFFICE Fax no.: +603 2173 1288
(Senior Independent Non-Executive
Director) Level 10, Block G
No. 2, Jalan PJU 1A/7A
Tengku Datuk Seri Ahmad Shah Alhaj Ara Damansara, PJU 1A
FORM OF LEGAL ENTITY
ibni Almarhum Sultan Salahuddin 47301 Petaling Jaya Incorporated on 15 September 1973 as
Abdul Aziz Shah Alhaj Selangor Darul Ehsan
a private company limited by shares
(Independent Non-Executive Director) Malaysia
under the Companies Act, 1965 and
Tel. no.: +603 7849 5000 deemed registered under the
Dato’ Johan Ariffin Fax no.: +603 7849 5688 Companies Act 2016.
(Non-Independent Non-Executive E-mail address: property.communications
Director) @simedarbyproperty.com Converted into a public company
Website: www.simedarbyproperty.com limited by shares on 2 October 2003.
Datuk Dr. Mohd Daud Bakar
(Non-Independent Non-Executive
Director) SHARE REGISTRAR STOCK EXCHANGE LISTING
Dato’ Seri Ahmad Johan Mohammad Tricor Investor & Issuing House
Listed on the Main Market of
Raslan Services Sdn Bhd
Registration No. 197101000970 (11324-H) Bursa Malaysia Securities Berhad since
(Independent Non-Executive Director) 30 November 2017
Office:
Datin Norazah Mohamed Razali Stock Code : 5288
Unit 32-01, Level 32, Tower A
(Independent Non-Executive Director) Vertical Business Suite Stock Name : SIMEPROP
Avenue 3, Bangsar South
Encik Rizal Rickman Ramli No. 8, Jalan Kerinchi
(Non-Independent Non-Executive 59200 Kuala Lumpur
Director) Wilayah Persekutuan
PLACE OF INCORPORATION
Malaysia AND DOMICILE
Datuk Poh Pai Kong Tel. no.: +603 2783 9299 Malaysia
(Independent Non-Executive Director) Fax no.: +603 2783 9222
Email: [email protected]

Customer Service Centre:


Unit G-3, Ground Floor
Vertical Podium
Avenue 3, Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur
Wilayah Persekutuan
Malaysia
22 A N N U A L R E P OR T 2 0 1 9

MARKET REVIEW AND OUTLOOK

THE MALAYSIAN ECONOMY AND GENERAL CONSUMER PRICE INDEX (CPI)


OPERATING LANDSCAPE 4.0 3.7%
3.5
2020 is expected to be an exceptionally challenging year for 3.2%
3.0
the global economy. Confronted with an unprecedented health
2.5
crisis due to the COVID-19 pandemic, the global economy is

CPI
2.0
projected to register negative growth in 2020 mainly due to 1.5
2.1% 2.1%
the significant economic repercussions. The International 1.0
0.7%
Monetary Fund (IMF) declared that the global economy has 1.0%
0.5
entered into recession, which is estimated to be at least as 0.0
severe as the 2007-2009 Global Financial Crisis, and a 2014 2015 2016 2017 2018 2019
1
projected recovery only in 2021 . Source: Department of Statistics, Jones Lang Wootton (JLW) Research

Against this highly challenging global economic outlook,


The Consumer Price Index (CPI) increased in 2017 to 3.7
Malaysia’s Gross Domestic Product (GDP) growth is projected
percent, which was the highest inflation rate since 2014 at 3.2
to be between -2.0 percent to +0.5 percent in 2020 (2019: 4.3
percent. The CPI then declined significantly to 1.0 percent in
percent), supported by stimulus measures, policy rate cuts,
2018 and subsequently 0.7 percent in 2019. The main
continued progress of public projects and higher public sector
expenditure. contributors to inflation were “housing, water, gas, electricity
and other fuels” followed by “food & non-alcoholic beverages
Inflationary pressures remain subdued backed by lower global and alcoholic beverages & tobacco”.
oil and commodity prices, as well as, weaker consumer
demand, with headline inflation forecasted to average BUSINESS CONDITIONS INDEX (BCI) AND CONSUMER
between -1.5 percent to +0.5 percent in 2020 (2019: 0.7 SENTIMENT INDEX (CSI)
percent). Without direct downward impact from lower global
140 133
oil prices, underlying inflation as measured by core inflation, is
130
projected to remain positive – averaging between 0.8 to 1.3 120 113 114
109
percent reflecting subdued demand pressures, expectations 110 103 102
99 116
108 97 94 94
Points

for a negative output gap and weak labour market conditions. 100
88
90 81 95 84
The Malaysian economy, however, is likely to weather these 91 93
80 83 86
challenges given the massive fiscal response and the Bank 70 77
81
77
82
Negara Malaysia's (BNM) broad range of policy measures 60
70 69
implemented to support the economy. 50
4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19

Economic Indicators BCI CSI

GROSS DOMESTIC PRODUCT (GDP) GROWTH Source: Malaysian Institute of Economic Research (MIER), Jones Lang Wootton (JLW) Research

7.0% 6.0% 5.7% In 4Q2019, the Consumer Sentiment Index (CSI) decreased to
6.0% 5.0% 4.7%
5.0%
4.3% 82 points from 84 points in 3Q2019, mainly due to less
GDP Growth

4.0% 4.4% favourable finances, a weak job outlook lowering income


3.0%
2.0%
expectations and selective spending plans. The Business
1.0% Conditions Index (BCI) improved to 88 points in 4Q2019 from
0.5%
0.0% 69 points in 3Q2019 with improved capital investment, sales
-1.0%
-2.0% and improved domestic and external orders.
-2.0%
2014 2015 2016 2017 2018 2019 2020f
f – forecast
INTEREST RATES
Source: Department of Statistics, Bank Negara Malaysia Press Release 12 February 2020, 3.3
Economic and Monetary Review 2019, Bank Negara Malaysia, 3 April 2020 3.2
3.1
Interest Rate (%)

Malaysia’s GDP growth has generally declined since 2014 with 3.0
the lowest growth being in 2016 following which, it peaked at 2.9
5.7 percent in 2017. Malaysia’s GDP growth marginally 2.8
declined in 2019 to 4.3 percent from 4.7 percent in 2018. The 2.7
GDP growth is projected to be between -2.0 percent and +0.5 2.6
percent in 2020, affected by weak global demand, supply 2.5
Jan 2018
Feb 2018
Mar 2018
Apr 2018
May 2018
Jun 2018
Jul 2018
Aug 2018
Sep 2018
Oct 2018
Nov 2018
Dec 2018
Jan 2019
Feb 2019
Mar 2019
Apr 2019
May 2019
Jun 2019
Jul 2019
Aug 2019
Sep 2019
Oct 2019
Nov 2019
Dec 2019
Jan 2020
Feb 2020
Mar 2020

chain disruptions and COVID-19 containment measures both


2
abroad and domestically.
Overnight Policy Rate
1 Press Release by IMF Managing Director, Kristalina Georgieva’s statement
following a Conference Call of the International Monetary and Financial Source: Monthly Highlights & Statistics, Interest Rates, Bank Negara Malaysia. Jones Lang
Committee (IMFC) on 27 March 2020. Wootton (JLW) Research
2 Economic and Monetary Review 2019, Bank Negara Malaysia, 3 April 2020.
MANAGEMENT DISCUSSION & ANALYSIS – STRATEGIC REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 23

BNM has reduced the Overnight Policy Rate (OPR) to 2.75 Klang Valley: Launched and “Overhang” of Residential Units
percent from 3.00 percent on 22 January 2020. On 3 March
45,000
2020, BNM has further reduced the OPR to 2.50 percent to 40,000
provide a more accommodative monetary environment to 35,000
support the projected improvement in economic growth3. The 30,000

No of Units
25,000
lower cost of borrowings will help to promote domestic 20,000
spending, which in turn will spur the domestic economy. 15,000
10,000
5,000
8
0
7 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19
6
Interest Rate (%)

Units Launched Overhang Units


5
4 Source: Property Market Status Report, Property Overhang 1Q2017-3Q2019 of Selangor,
3 Kuala Lumpur and Putrajaya (Klang Valley), National Property Information Centre (NAPIC).
Jones Lang Wootton (JLW) Research
2
1
0 The Malaysia House Price Index for all types of houses in
4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 3Q2019 for Malaysia was 196.1 points which was marginally
Average Base Lending Rate Average Base Rate higher Y-o-Y than the house price index in 3Q2018 which was
Source: Monthly Highlights & Statistics, Interest Rates, Bank Negara Malaysia. Jones Lang 195.3 points. The house price index for Selangor in 3Q2019
Wootton (JLW) Research was 200.7 points compared with 200.5 points in 3Q2018 while
in Negeri Sembilan, the house price index in 3Q2019 was at
The average Base Lending Rate (BLR) declined to 6.71 percent 189.0 points compared with 189.1 points in 3Q2018. The
in May 2019 and has remained stable thereafter until Y-o-Y house price index was relatively stable, which indicates
December 2019. However, the average BLR has reduced to a sustainable demand for houses in Selangor and Negeri
6.50 percent in January 2020. Sembilan.

Malaysia House Price Index


MARKET COMMENTARY ON PROPERTY SECTOR 210
200
Residential Sector 190
180
As at 3Q2019, the total cumulative supply of residential
Index

170
properties in the Klang Valley was 2.06 million units while 160
incoming supply and planned supply recorded 160,956 and 150
144,001 units respectively. The total units launched in 3Q2019 140
was 38,908 units and the overhang units (refers to “completed 130
2014 2015 2016 2017 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19p
units but remained unsold”) were 7,119 units. The number of
Malaysia Kuala Lumpur Selangor Negeri Sembilan
overhang units has been relatively stable at circa 7,000 units
p – preliminary
since 2Q2018.
Source: The Malaysia House Price Index, National Property Information Centre (NAPIC),
2014-3Q2019, Jones Lang Wootton (JLW) Research
Klang Valley: Supply of Residential Properties

180,000 2,100,000 The volume of transactions of residential properties has been


Cumulative Supply (No of units)

160,000 2,050,000 declining since 2014 and in the first three quarters of 2019,
140,000 2,000,000 the number of residential properties transacted was 55,139.
120,000
No of Units

1,950,000 The bulk of the transactions remain to be in Klang Valley,


100,000
1,900,000
80,000 averaging at 83 percent every year. The total value of the
1,850,000
60,000 properties transacted decreased between 2014 and 2016 but
40,000 1,800,000
20,000 1,750,000 increased marginally in 2017 and remained stable in 2018. In
0 1,700,000 line with the stability trend, up to 3Q2019, the total value of
2014 2015 2016 2017 2018 3Q2019p
the residential transactions was RM26,652 million compared
Annual Supply Incoming Supply Planned Supply with RM36,073 million in 2018. 90 percent of the transacted
Cumulative Existing Supply p – preliminary value was recorded in the Klang Valley. The demand for
Source: Annual Property Market Reports 2014 – 2018 of Selangor, Kuala Lumpur and houses in Negeri Sembilan has been relatively stable. New
Putrajaya (Klang Valley), Valuation & Property Services Department of Malaysia (NAPIC). houses in well-planned and accessible townships in Seremban
Residential Property Stock Table 3Q2019 of Selangor, Kuala Lumpur, Putrajaya (Klang which are attractively priced can expect to generate interests
Valley), National Property Information Centre (NAPIC). Jones Lang Wootton (JLW) Research
due to the lower price points compared with the price of new
houses in the Klang Valley.
3 Monetary Policy Statement Press Release, 3 March 2020, Bank Negara Malaysia.
24 A N N U A L R E P OR T 2 0 1 9

MARKET REVIEW AND OUTLOOK

Klang Valley & Negeri Sembilan: Residential Property Without any short term signs of recovery, developers will be
Transaction Volume and Value cautious about the scale, pricing and pace of their projects
and will focus on launching “demand driven” products, with a

Value of Transactions (RM'million)


90,000 45,000
80,000 40,000 tailored pricing strategy.
70,000 35,000
No of Transactions

60,000 30,000 However, as the global economy recovers and normalises in


50,000 25,000 2021, reasonably priced residential properties in master
40,000 20,000 planned townships and developments that are supported by
30,000 15,000
20,000 10,000
amenities aimed at local owner-occupier market are expected
10,000 5,000 to attract purchasers. Township developments in accessible
0 0 locations via various highway networks and close to
2014 2015 2016 2017 2018 1Q-3Q19
established commercial centres such as Sepang, Semenyih,
Volume – Klang Valley Value – Klang Valley
Sungai Buloh, Rawang and Puncak Alam are expected to
Volume – Negeri Sembilan Value – Negeri Sembilan
continue to be in demand among house buyers.
Source: Annual Property Market Reports 2014 – 2018 of Selangor, Kuala Lumpur and
Putrajaya (Klang Valley), Negeri Sembilan, Valuation & Property Services Department of
Malaysia (NAPIC). Property Sales Data 1Q – 3Q2019 of Selangor, Kuala Lumpur and Commercial Sector
Putrajaya (Klang Valley), Negeri Sembilan, National Property Information Centre (NAPIC).
Jones Lang Wootton (JLW) Research PURPOSE BUILT OFFICE
Klang Valley: Office Supply and Demand
The value of loans approved for residential properties has 160 82%
been on an increasing trend. In 4Q2019 the total loans 140 80%
Supply (million sq ft)

approved for residential properties were valued at RM600,006 120 78%

Occupancy Rate
76%
million, or 34 percent of the total loans approved which was 100
74%
RM1.77 trillion (which includes other loans such as car loans, 80
72%
credit cards, personal loans etc.). Comparatively, loans 60
70%
40 68%
approved for other types of properties were RM225,168
20 66%
million, or 13 percent of the total loans approved in 4Q2019. 0 64%
2015 2016 2017 2018 2019 2020f 2021f
Malaysia: Loans Approved for Residential Properties Future Supply Existing Supply Occupancy Rate
700,000 f – forecast
600,000 Source: The Malaysian Quarterly Property Market Report (Klang Valley) 4Q2015 – 4Q2019,
Jones Lang Wootton (JLW) Research
500,000
400,000
300,000
The Klang Valley’s office supply has been increasing and will
200,000
continue to do so in 2020, while demand growth has been
100,000
relatively slow resulting in the occupancy rate being on a
0
steady trend of decline. As at the end of 4Q2019, total office
supply was recorded at 125 million sq. ft. and the average
1Q15
2Q15
3Q15
4Q15
1Q16
2Q16
3Q16
4Q16
1Q17
2Q17
3Q17
4Q17
1Q18
2Q18
3Q18
4Q18
1Q19
2Q19
3Q19
4Q19

occupancy rate was 74 percent. However, the average


Residential Loans (RM million) Other Properties (RM million)
occupancy rate of good quality office buildings in suburban,
Source: Monthly Highlights & Statistics, Classification of Loans & Financing by Purpose, Bank
Negara Malaysia. Jones Lang Wootton (JLW) Research commercially established locations was higher than Klang
Valley's, with the exception of Shah Alam.
RESIDENTIAL MARKET OUTLOOK
Despite the two OPR cuts and three stimulus packages Klang Damansara Petaling Subang Shah
announced by the Government, the residential property Valley Heights Jaya Jaya Alam
market is expected to be sluggish in 2020 due to the impact Existing Supply 125.4 5.4 16.8 3.3 4.8
of the COVID-19 pandemic. Growing concerns on rising job (million sq ft)
cuts and global recession could continue to hurt buying
Future Supply 6.0 0.0 1.5 0.0 0.8
sentiment and pose risks to the recovery of the residential 2020 Completions
property market. (million sq ft)
In the absence of real estate related interventions such as Average 74% 81% 77% 81% 69%
reduction in Real Property Gains Tax (RPGT) rate or extension Occupancy Rate
of Home Ownership Campaigns (HOC) to directly encourage Source: The Malaysian Quarterly Property Market Report (Klang Valley) 4Q2019, Jones Lang
demand, the market will continue to be subdued, leading to Wootton (JLW) Research

potential price adjustments to address stalled demand.


MANAGEMENT DISCUSSION & ANALYSIS – STRATEGIC REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 25

Office Market Outlook 120 5.0%

Sales Turnover (RM billion)


4.5%
Demand is likely to continue to be driven by the trend of 115
4.0%
existing tenants’ relocations in the short to medium term. The 110 3.5%
lack of office demand growth has prompted landlords 3.0%

Growth
105
2.5%
especially those of the newer office buildings to aggressively 100 2.0%
market their buildings to the current existing “tenant pool”, 95 1.5%
aiming to relocate the readily available tenants from older 90
1.0%
0.5%
office buildings into their buildings. As competition intensifies, 85 0.0%
some landlords will also target Multinational Corporations 2015 2016 2017 2018 2019f 2020f
(MNC) in the region. Fundamentals in the office market still Retail Sales Turnover Growth f – forecast
remain firm, albeit with some signs of a continued slowdown
Source: Retail Group Malaysia, Jones Lang Wootton (JLW) Research
in 2020. High-growth tech, creative and business services
companies are expected to continue to drive occupancy rates,
but the maturing co-working sector could experience tapering Klang Valley Eastern Region
growth ahead following much activity in the past few years. Existing Supply (million sq ft) 72.0 6.8
With new supply of top quality Prime A space entering the
market, tenants can expect a wide choice of space availability
Future Supply 2020 Completions 5.2 0.7
as “flights to quality” continue and they take advantage of
(million sq ft)
effective rent compression and vacant space in office buildings Average Occupancy Rate 76% 82%
becoming available in 2020 and 2021. Note: Eastern region covers Taman Melawati, Taman Melati/KL East, Wangsa Maju, Ampang,
Taman Maluri
Due to the poor market sentiment, large existing and future Source: The Malaysian Quarterly Property Market Report (Klang Valley) 4Q2019, Jones Lang
Wootton (JLW) Research
supply, limited office demand, poor rental growth prospects
and an overall prolonged slow market, the office investment
market is not expected to gain any traction in the short term Retail Market Outlook
as investors will remain highly selective. The COVID-19 pandemic is expected to cause retail sales
growth to deteriorate in 2020 and the impact will be more
Further to the existing excess in the office market, the
severe in the case of malls with rental contributions that are
measures taken to contain the spread of COVID-19 including
highly dependent on tenant sales and urban malls that
enforced business premise closures and restricted social
typically have higher exposure to tourists.
activities will also have implications on private sector
investment and business activities. The pandemic may in turn However, with a ready population catchment in KL East and
adversely impact the demand and rental growth of office space. Taman Melawati as well as limited future supply in the
pipeline, demand for space in well managed retail centres will
PURPOSE BUILT RETAIL MARKET continue to be favourable as risks from the pandemic subside
Klang Valley: Purpose Built Retail Supply and Demand and consumer sentiments improve, which is expected to be in
90 82%
the final quarter of 2020. Moreover, existing retail centres in
80 81% the area provide a convenient and lifestyle retailing
experience, which meets the expectation of the target market.
Supply (million sq ft)

70 80%
Occupancy Rate

60 79% Leasing conditions are, however, expected to generally remain


50 78% challenging with slowing or no short term rental growth,
40 77%
curbed by downwards pressure on retailers’ profitability and a
30 76%
20 75%
slow rebound in retail spending growth. Rentals for the top
10 74% prime, performing retail centres, with full or nearly full
0 73% occupancies, will, however, be resilient and could increase
2015 2016 2017 2018 2019 2020f 2021f marginally, particularly for prominent outlets in prime positions.
Future Supply Existing Supply Occupancy Rate
f – forecast Industrial Sector
Source: The Malaysian Quarterly Property Market Report (Klang Valley) 4Q2015 – 4Q2019,
Jones Lang Wootton (JLW) Research Industrial: Industrial Production Index (Manufacturing Sector)
140.0 8.0
Rapidly maturing new townships in the Klang Valley’s suburbs 120.0 7.0
have been main contributors to the healthy development of 100.0 6.0
IPI Growth (%)

retail centres. Total retail supply as at the end of 2019 80.0


5.0
increased to 72 million sq. ft. and the average occupancy rate
IPI

4.0
60.0
was 76 percent, marginally lower than the 77 percent recorded 3.0
40.0
at the end of 2018. The average occupancy rate of the retail 2.0
20.0 1.0
centres in the eastern region (including Hulu Kelang and
Taman Melati) was above the market average, mainly 0.0 0.0
1Q16

2Q16

3Q16

4Q16

1Q17

2Q17

3Q17

4Q17

1Q18

2Q18

3Q18

4Q18

1Q19

2Q19

3Q19

supported by a growing ready population catchment. Retail


sales turnover has been steadily increasing with a higher Index Y-o-Y Growth
growth rate recorded in recent years supported by the Klang Source: Monthly Highlights & Statistics, Macroeconomic Indicators, Bank Negara Malaysia.
Valley’s population growth. Jones Lang Wootton (JLW) Research
26 A N N U A L R E P OR T 2 0 1 9

MARKET REVIEW AND OUTLOOK

The industrial production index (IPI) of the manufacturing investment sentiment affected the volume and value of ready
sector remained positive (above the 100 point mark) but has built industrial property transactions in both Klang Valley and
registered a slower Y-o-Y growth trend due to weaker demand Negeri Sembilan. Collectively, a total of 15,309 ready built
resulting from the slower local and global economic growth. factories were transacted between 2014 and 3Q2019 at a total
value of RM43.5 billion. 20 percent of these transactions were
Klang Valley & Negeri Sembilan: Approved Investment in within the Klang district followed by the districts of Seremban
Manufacturing and Sepang at 13 percent and 3 percent respectively. In terms
of value, 25 percent was within Klang while Seremban and
Approved Investment (RM million)

100,000 35%
90,000
Sepang recorded 8 percent and 3 percent respectively. Despite
29% 30%
80,000 the reducing volume and value, the average transaction value
70,000 25% in the Klang, Sepang and Seremban districts increased in 2019.

Market Share
60,000 20%
50,000
40,000 15% Klang Valley & Negeri Sembilan: Annual Transaction Volume
30,000 10% and Value
20,000
5% 5%
10,000

Value of Transactions (RM million)


3,000 10,000
0 0% 9,000
2014 2015 2016 2017 2018 1Q19-3Q19 2,500
No of Transactions 8,000
Approved Investment – Malaysia Market Share – Klang Valley 2,000 7,000
6,000
Approved Investment – Klang Valley Market Share – Negeri Sembilan
1,500 5,000
Approved Investment – Negeri Sembilan 4,000
1,000 3,000
Source: Facts & Figures, Malaysia Industrial Development Authority (MIDA), Jones Lang
500 2,000
Wootton (JLW) Research 1,000
0 0
2014 2015 2016 2017 2018 1Q-3Q19
In 2018, the total capital investment in the Klang Valley and
Negeri Sembilan’s manufacturing sectors rebounded and Volume – Klang Valley Value – Klang Valley
continued to increase respectively. In the first nine months of Volume – Negeri Sembilan Value – Negeri Sembilan
2019, total investment in the Klang Valley and Negeri Source: Annual Property Market Reports 2014 – 2018 of Selangor, Kuala Lumpur and
Putrajaya (Klang Valley), Negeri Sembilan, Valuation & Property Services Department of
Sembilan was RM17 billion and RM2.6 billion respectively,
Malaysia (NAPIC). Property Sales Data 1Q – 3Q2019 of Selangor, Kuala Lumpur and
which represented 29 percent and 5 percent of the total Putrajaya (Klang Valley), Negeri Sembilan, National Property Information Centre (NAPIC).
investment in Malaysia respectively. Jones Lang Wootton (JLW) Research

Klang Valley & Negeri Sembilan: Supply of Ready Built Klang District, Sepang District & Seremban District: Annual
Factories Transaction Volume and Value
3,000 52,000 800 9.0
51,270

Average Transaction Value


8.0
Cumulative Supply (units)

51,000 700
2,500
Annual Supply (units)

7.0
No of Transactions

50,000 600
6.0

(RM million)
2,000 500
49,000
5.0
1,500 48,000 400
4.0
47,000 300
1,000 3.0
46,000 200 2.0
500 100
45,000 1.0
0 44,000 0 0
2015 2016 2017 2018 1Q-3Q19 2014 2015 2016 2017 2018 1Q-3Q19

Annual Supply – Klang Valley Total Supply Volume – Klang Value – Klang
Annual Supply – Negeri Sembilan Volume – Sepang Value – Sepang
Source: Annual Property Market Reports 2014 – 2018 of Selangor, Kuala Lumpur and Volume – Seremban Value – Seremban
Putrajaya (Klang Valley), Negeri Sembilan, Valuation & Property Services Department of Source: Annual Property Market Reports 2014 – 2018 of Selangor, Kuala Lumpur and
Malaysia (NAPIC). Industrial Property Stock Table 1Q – 3Q2019 of Selangor, Kuala Lumpur Putrajaya (Klang Valley), Negeri Sembilan, Valuation & Property Services Department of
and Putrajaya (Klang Valley), Negeri Sembilan, National Property Information Centre (NAPIC). Malaysia (NAPIC). Property Sales Data 1Q – 3Q2019 of Selangor, Kuala Lumpur and
Jones Lang Wootton (JLW) Research Putrajaya (Klang Valley), Negeri Sembilan, National Property Information Centre (NAPIC).
Jones Lang Wootton (JLW) Research
As at 3Q2019, there were a total of 51,270 ready built
factories in Klang Valley and Negeri Sembilan, of which 16 Based on JLW’s selected database, the Klang Valley’s total
percent was located in Klang district, 9 percent in Seremban supply of warehouse space was 40.7 million sq. ft. of which 92
district and 2 percent in Sepang district. Another 3,469 ready percent was occupied and used mainly for storage and
built factories formed the future supply, the majority (69 distribution purposes with the majority of the occupiers (72
percent) of which were at planning stage and 31 percent were percent) being logistics players followed by manufacturing and
incoming supply. 38 percent of the future stock was located in trading companies. Several prominent warehouse
Klang district, followed by the districts of Seremban and developments have been identified in strategic locations,
Sepang at 17 percent and 2 percent respectively. Weak whereby commencement of construction is pending the
identification of key end users (tenants).
MANAGEMENT DISCUSSION & ANALYSIS – STRATEGIC REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 27

INDUSTRIAL MARKET OUTLOOK Malaysia is located strategically within the Asia Pacific region,
with good infrastructure, business-friendly environment and a
The total capital investments in Malaysia recorded between
multilingual talent pool to attract multinational corporations
the January and September 2019 period was RM57.7 billion,
(MNCs) to operate in the country. Arising from the trade
an increase of nearly 74 percent (RM24.5 billion) from
tensions between the United States and China, Malaysia
RM33.2 billion recorded between January and June 2019.
represents a destination for the relocation of the affected
The majority of it was derived from the state of Selangor,
MNCs. Furthermore, continuous effort by the Government in
which recorded a total capital investment of approximately
promoting the country will help to sustain the industrial
RM16.4 billion, during the first nine months of 2019
market.
surpassing its target of RM10 billion and slightly below the
2018 figure of RM18.9 billion. The supply of industrial properties is expected to remain
relatively steady in the next few years as many developers are
However, following the spread of the COVID-19 threat across
cautious about launching their products due to generally
many major economies, net exports of goods and services are
weakened market demand. Built-to-Suit warehouses that are
expected to contract in 2020 reflecting primarily weaker
located in highly accessible, well-linked, populated locations
global demand conditions and supply chain disruptions hence
will be preferred by investors and end users. Demand for
affecting demand for industrial assets. Nonetheless, the
industrial properties in Negeri Sembilan has been relatively
Malaysian economy is expected to benefit from the projected
stable and with the positive growth in the manufacturing
improvement in global demand towards the end of the year,
sector and improving infrastructure and accessibility, industrial
which will aid growth in the export-oriented sectors. As risks
properties, particularly in Nilai and Seremban are expected to
from the pandemic subside, consumer sentiments can also be
benefit from demand spillovers from the higher-priced
expected to gradually improve. Malaysia’s domestic growth
industrial properties in the neighbouring state of Selangor.
prospects are therefore projected to improve towards the end
of the year and going into 2021.

Key Regulatory Developments in 2020


In 2019, a number of initiatives were announced by the Government with the aim of improving property transactions.
A revised regulation was also introduced to curb the development of high-density commercial developments in Kuala Lumpur.

Regulation Description Impact on Property Developers/ Industry


Real Property Gains Tax Revision of base year for RPGT to year 2013 for Less taxable gains for vendors (property owners)
(RPGT) assets acquired before 1 January 2013 compared who have been holding on to the properties for
with the previous base year of 1 January 2000, many years.
as announced in Budget 2020.
FundMyHome + A fund to facilitate first time homebuyers of Positive impact on property developers of
DepositKu regulated by properties priced at RM500,000 and below. “statutory/affordable” homes and attractively
Ministry of Housing and priced properties of less than RM500,000 per unit.
The fund was launched on 20 February 2019.
Local Government
Plot Ratio cap for Kuala A cap of plot ratio to 1: 10 for projects which Less dense projects with the objective of mitigating
Lumpur City have not been granted approval (development further congestion in Kuala Lumpur.
Developments order) as stipulated in the Kuala Lumpur City
Developers who invested in highly priced land with
Plan 2020 (KLCP 2020) which was gazetted at
the intention to “maximise” the plot ratio will be
the end of 2018.
caught and will need to “transfer” the land cost to
Projects by certain Government bodies have the end product price.
been exempted from this cap.
Federal Government’s Lowering the threshold price of condominiums This incentive is only for projects which are
Proposal to lower the and apartments from RM1 million to RM600,000 completed and unsold and excludes projects which
threshold price for for foreign purchasers. are under construction or yet to be launched.
foreign purchasers
Effective date is 1 January 2020 to The proposal is expected to help to reduce the
31 December 2020. property overhang for the high-rise residential
(including serviced residences) properties.
The decision to set the lower threshold price for
high-rise properties (including serviced residences)
is however made by the state Governments.
28 A N N U A L R E P OR T 2 0 1 9

GLOBAL MEGATRENDS AND GROWTH OPPORTUNITIES


FOR THE GROUP

Global Megatrends Trend Description

ECONOMIC POWER More than half of the world’s population reside in Asia, with the region climbing from low- to middle-
SHIFT income status within a single generation. By 2040, Asia is expected to generate more than 50 percent of
the world’s GDP and drive nearly 40 percent of global consumption. Asia’s emerging economies such as
Vietnam and Malaysia are potential beneficiaries from the US-China trade war as companies shift
manufacturing activities out of China and into its Southern neighbours.

RAPID URBANISATION Two-thirds of the world’s population is expected to reside in urban centres by 2050 of which 90 percent
of urban expansion will be in the developing countries in Asia and Africa in the coming decades. As of
2019, 77 percent of the total Malaysian population lives in urban areas. With a 4 percent annual urban
population growth, Malaysia is also among the more urbanised countries in East Asia after Japan, South
Korea, Singapore, Taiwan and China.
Promoting economic development and job creation, as well as the upgrading of energy use and alternative
transport systems, within and outside of Klang Valley remain key priorities for state and federal
authorities. This is to counter the negative impacts of urbanisation such as urban poverty, resource
scarcity and pollution.

CHANGING Malaysia officially becomes an ageing country in 2020 with 7.5 percent of its population hitting ages 65
DEMOGRAPHICS and above. The Statistics Department data also forecasts that Malaysia will be classified as an aged
country in 2040 with 65-year olds and above making up 14 percent of the total population.
On top of this, Malaysia is set to experience a surge of Generation Z (born in 1997 – 2012) entering the
workforce over the next 5-10 years indicating a shift in consumer preferences and spending patterns.

DIGITALISATION, The growth of digital technology has steered the adoption rate of e-commerce logistics in a number of
TECHNOLOGY & applications. The e-commerce logistics market worldwide is projected to grow by USD524 billion at a
compounded growth rate of 20.7 percent, with warehousing & distribution, and transportation making up
INNOVATION the majority of the market. This is on the back of rapid transformation of the local and global economy,
enhanced by improved automation, machine-to-machine and human-to-machine interaction, enabled by
integrated systems and end-to-end digitalisation. The COVID-19 pandemic is also expected to accelerate
the growth of e-commerce as consumers move towards digital alternatives.
The COVID-19 pandemic has begun to reshape the global business environment as companies start to
build resilience in their businesses by complementing product-focused models with scalable and stable
digital alternatives amidst the pressure on global supply chains. On top of this, companies have also
begun to rapidly move towards remote working with digital collaboration tools such as Microsoft Teams.
While these shifts are short-term responses arising from the pandemic, there is potential for long-
standing shifts in the digital landscape once the current crisis has passed and businesses fundamentally
rethink what creates sustainable value and the role of digital innovation in making a company crisis-proof.
INCREASED AWARENESS Sustainable Investing, which incorporates ESG criteria into investment decisions, has been gaining more
IN ENVIRONMENT, attention from individual investors and asset managers of some of the world’s largest institutions. From
SOCIAL AND 2017 to 2019, funds worth at least USD31 trillion were held in sustainable/green investments, an increase
GOVERNANCE (ESG) of 35 percent in just two years. Recent studies also support that stocks of sustainable companies tend to
significantly outperform their less sustainable counterparts.

IMPORTANCE OF The global COVID-19 pandemic has exposed wide disparities and gaps in the quality of healthcare
HEALTHCARE SECTOR infrastructure around the world, leading to massive efforts by Governments to add capacity to the
healthcare system. Public-health authorities have begun to strategise on what is needed to navigate a
post-peak environment and how to build long-term resilience, of which public health tools deployed must
have a different emphasis from today’s focus taking into account lessons learnt from the crisis and clear
measures to rebuild a sustainable healthcare system to prevent and/or navigate a resurgence of similar
severity. Facing a rapidly ageing population and citizens demanding higher quality services, the global
healthcare sector was already positioned to become an area of priority in the coming decade. The
outbreak of COVID-19, however, has added further urgency for structural upgrades and reforms to the
overall healthcare system taking the wider community into account – which includes a rise in investment
into aged-care, medical outreaches, training facilities and pharmaceutical clusters.
MANAGEMENT DISCUSSION & ANALYSIS – STRATEGIC REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 29

Link to Strategic Priorities


and Key Initiatives
Please refer pages 38 to 39
Sime Darby Property’s Response and Growth Areas for Strategic Roadmap

• Sime Darby Property to expand product offerings in industrial asset classes such as Industrial Business EXPAND INCOME PORTFOLIO
Parks, Built-to-Suit for Sale and Built-to-Suit for Lease industrial assets to cater to logistics hubs and 2 Enhance Property
industrial facilities in Klang Valley and Negeri Sembilan. Investment Portfolio
• Leverage on the expertise and network of international industrial players via strategic partnerships,
e.g., joint venture between Sime Darby Property, Mitsui & Co. Ltd. and Mitsubishi Estate Co. Ltd. in LAUNCH NEW GROWTH AREAS
Bandar Bukit Raja to develop a 39-acre industrial site. 6 Develop Industrial &
Logistics Segment

• Sime Darby Property as a Master Developer to address rising demand for land by developing unused/ EXPAND INCOME PORTFOLIO
underused land located in suburbs or via urban regeneration of brown-field lands and diversifying 1 Strategic Master Developer
high-density cores in Klang Valley and Negeri Sembilan.
• Focus on integrated and innovative developments that embed lifestyle elements and transit-oriented/ LAUNCH NEW GROWTH AREAS
adjacent features which blends two or more components of residential, commercial, institutional & 7 Transform into a Lifestyle
industrial uses. Developer
• Expand affordable residential collection, in support of state and federal initiatives to address existing
issues surrounding housing affordability.
• Adopt Divergent Dwelling Design (D3) – an innovative building design to develop quality and
affordable D3 Sustainable Homes addressing communities’ need for affordable housing solutions.
• Venture into alternative products such as multigenerational homes, assisted-living facilities, in-home LAUNCH NEW GROWTH AREAS
care, etc., to address the ageing population in Malaysia. 7 Transform into a Lifestyle
– Elmina Grove, City of Elmina (pilot project for multigenerational homes – gated and guarded, smart Developer
green homes).

• Embark on company-wide digital transformation journey focused on improving operational efficiency, EMBARK ON DIGITAL
enhancing customer experience and exploring new business ventures. TRANSFORMATION
• Sime Darby Property introduced dto, its first innovative co-creation and crowdsourcing platform that 8 Digitalisation & Innovation
allows potential customers to vote for their preferred development concept, design and amenities of a
future property. dto’s pilot project is located in Subang Jaya City Centre (SJCC) with upcoming
projects in Putra Heights, City of Elmina, Bandar Bukit Raja and Serenia City.

• Enhance functioning of the corporation relating to issues on governance, institutional competence and IMPROVE ORGANISATIONAL
efficiency, while giving consideration to society and sustainability with a clear commitment to our EFFECTIVENESS
shareholders on Sime Darby Property's overall performance as well as contributing to the 17 United 11 Operationalise
Nation Sustainable Development Goals 2030. Sustainability
• Ensure that the strategic plan for the Group supports long-term value creation and includes strategies on
economic, environmental, safety & health, social and governance considerations underpinning sustainability.
• Management and staff commitment to deliver sustainable value to our customers and stakeholders
underpinned by Sime Darby Property’s Corporate Core Values: Passion, Respect & Teamwork,
Integrity & Accountability, Make-it-Happen and Entrepreneurial Spirit (PRIME).
• Embark on catalytic partnerships with healthcare providers, aged-care facilities and pharmaceutical LAUNCH NEW GROWTH AREAS
clusters across the Company’s townships. 7 Transform into a Lifestyle
• Explore collaborative partnerships with healthcare providers on digital initiatives to ensure better Developer
healthcare accessibility and connectivity for our communities.
EMBARK ON DIGITAL
TRANSFORMATION
8 Digitalisation & Innovation
30 A N N U A L R E P OR T 2 0 1 9

OUR VALUE CREATING BUSINESS MODEL

Our business model has been designed to respond to the most critical and material aspects of our business and
stakeholders, to reinforce the Group’s vision to be the leader in building sustainable communities. This marked a new
chapter for long term value creation since our listing as we leverage the experiences and skills of our people to deliver
quality homes and properties for our customers.
KEY INPUTS KEY DRIVERS OR COMPETITIVE ADVANTAGE
Our Critical Capitals Our Main Activities

  MANUFACTURED CAPITAL ACTIVE LAND BANK MANAGEMENT


Owns 19,977 acres of land bank and physical assets in A rigorous approach to expand the role as master
strategic locations and connectivity developer, enhance the value of existing townships
and execute strategic land disposals and acquisitions
• 24 active townships, integrated and niche developments
TOWNSHIP & INTEGRATED DEVELOPMENT
• 1.68 million sq ft of total net lettable area
Effectively conceptualise and plan property
• 6 Leisure and Hospitality assets
development projects which meets the demand and
high-quality standard of buyers
Please refer pages 70 to 93 for Operations review

  FINANCIAL CAPITAL ROBUST CAPITAL MANAGEMENT


Prudent in protecting the Group’s financial position through To deliver sustainable net profit, rewarding
optimal liquidity management and efficient capital structure distribution to shareholders while maintaining efficient
cash and capital management
• Net assets: RM9.95 billion
STRONG FINANCIAL DISCIPLINE
• Gross gearing ratio: 33.1 percent
Improve the effectiveness to deliver profitable
performance through constant review of product
Please refer pages 50 to 69 for Performance review
feasibility, sales performance and inventory
management

  HUMAN CAPITAL SUSTAINABLE TALENT & PERFORMANCE


1,515 skilled and motivated employees across 5 countries led MANAGEMENT
by an experienced Executive Leadership team Focused on effective people management to groom
talent and optimise work strength across all operations
Please refer pages 107 to 111 for Executive Leadership and pages 192 to
223 for Sustainability Report

  SOCIAL CAPITAL EFFECTIVE GOVERNANCE AND STAKEHOLDER


Maintains strong and effective relationships with key MANAGEMENT
stakeholders namely shareholders, customers, local authorities, Periodic enhancement on our Policies & Operating
communities and suppliers Procedures to meet compliance requirements and
expectations of stakeholders particularly strategic
Please refer pages 32 to 34 for Stakeholders Engagement partners, shareholders and regulatory bodies

  NATURAL CAPITAL CORPORATE SUSTAINABILITY MODEL


Embed Sustainability in our value chain to manage natural Strengthen efforts on the governance of the
resources i.e land, water and energy in order to minimise sustainability practices across the value chain through
environmental harm implementations of Sustainability Index and
sustainability strategies
Please refer pages 192 to 223 for Sustainability Report

  INTELLECTUAL CAPITAL PRODUCT & DIGITAL INNOVATION


More than 40 years track record with strong brand name, Enhance overall brand equity and customer experience
market experience and formidable network with partners through a healthy pipeline of innovation projects
which can be commercialised successfully
Please refer pages 22 to 93 for Management Discussions & Analysis

Underpinned by

Our Values: PRIME


Passion, Respect and Teamwork, Integrity and Accountability, Make it Happen, Entrepreneurial Spirit
MANAGEMENT DISCUSSION & ANALYSIS – STRATEGIC REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 31

SIME DARBY PROPERTY’S BUSINESS SEGMENT

✓ Economic Power Shift


✓ Rapid Urbanisation
MARKET ✓ Changing Demographics
Property Property Leisure & TRENDS ✓ Digitalisation, Technology & Innovation
Development Investment Hospitality ✓ Awareness in ESG
✓ Importance of Healthcare Sector

MATERIAL RISKS OUR OUTCOMES


Our Value Creation
› Market › Development and Product Strategy
MANUFACTURED CAPITAL
› JVs, Collaborations & Strategic
› Competition • 8 projects successfully completed with a total
Partnerships
delivery of 886 completed units in Financial Year
› Talent and Resource Management › Project Development & Execution 2019
› Legal/Regulatory & Contractual • 37 ongoing projects, total 8,837 units with
› Environmental, Safety & Health
Compliance expected completion of up to 2022
› Cybersecurity › Utilities Supply Please refer pages 70 to 93 for Operations review
Please refer pages 40 to 48 for Key Risks and Mitigation

FINANCIAL CAPITAL
• RM9.72 billion shareholders’ fund
• 34.1 percent dividend payout ratio
ND INCOME
EXPA Please refer pages 50 to 69 for Performance review

PORTFOLIO
HUMAN CAPITAL
• 42 percent of our workforce and 22 percent of
L

the Board are represented by women


NA

• Enhanced talent management via 135 learning


PE
TIO

AC

and development program for employees


RA
ISA

HIE
SS

TIO

Please refer pages 192 to 223 for Sustainability Report


NE
GA N

VE
NA
IVE

COST
L EF
IMPROVE OR
EFFECT

SOCIAL CAPITAL
SHIFT 2.0
FICIENCIES

• 13 organisations supported through donations


&

STRATEGIC and 1,386 volunteer hours contributed

PRIORITIES Please refer pages 192 to 223 for Sustainability Report


Please refer pages 38 to 39 for
Strategic Roadmap
NATURAL CAPITAL
• 19,520 IUCN Red List Trees. 92,680 Trees
planted overall (since 2011)
• 14,200 kg household materials collected through
community recycling
EM R A

• 42.5 percent carbon intensity reduction


BA

RK
W

E
T

N • Awarded for Sustainable development


N ON
AS

SF CH RE
OR DIG UN H A Please refer pages 192 to 223 for Sustainability Report
MA ITA L A T
L
TIO OW
N GR
INTELLECTUAL CAPITAL
• Listed on FTSE4Good Indices and Dow Jones
Sustainability Index for 2019/2020
Please refer pages 22 to 93 for Management Discussions &
Analysis

Supported by strong Robust Corporate We are committed to the highest standards of governance and
governance and effective Governance constantly review our framework to align with stakeholders’ best interest
Board leadership Framework
Please refer to pages 116 to 153 for Corporate Governance Overview Statement
32 A N N U A L R E P OR T 2 0 1 9

STAKEHOLDERS ENGAGEMENT

HOW WE ADDRESS THEIR


STAKEHOLDERS HOW WE ENGAGE THEIR EXPECTATIONS EXPECTATIONS

INVESTORS AND • Strategic and effective • Consistent financial and • Organise quarterly
ANALYSTS engagement with the operational performance on presentation and earning calls
investment community via a quarterly basis for results announcement and
face-to-face and/or virtual • Good governance and risk updates on key developments
communication management framework • Communicate clear strategic
• Sime Darby Property • Disciplined growth strategy direction, goals & outcomes,
participates in 3-4 investor with clear emphasis on broad risk exposures as well
conferences annually and long-term, sustainable as performance targets of the
conducts 4 quarterly investor shareholders’ returns Company via:
briefings, which allow the • Transparent disclosure of a. One-on-one/Group
investors to have direct financial information for meetings, large group
access to the Senior better understanding of the virtual meetings and
Management team Group’s strategies conference calls
• Other communication b. Conferences
channels include the c. Non-deal roadshows
following: d. Informative quarterly
a. IR corporate website announcements and annual
b. Quarterly group briefings reports
c. One-on-one meetings • Allow direct access to the
d. Site visits Board members and Senior
e. Email communication Management at Annual
General Meetings
• Site visits for investors

MEDIA • Constant media engagement • Timely, accurate and • Organise press conferences
via the following channels, transparent update on with Senior Management on
but not limited to: performance and financials financial results
a) Press releases/statements • Real time updates on • Share regular updates on
b) Networking sessions financial or material operational developments,
c) Media briefings developments including information on
d) Press conferences • Insights on the market and various launches, sales
e) Interviews industry campaigns etc.
f) Township/project visits • Updates on business • Provide information on
strategies business strategies, market
• Timely responses to issues insights and outlook
highlighted in the media • Ensure timeliness, accuracy
and transparency in all media
materials such as briefing
notes, fact sheets, press
releases, FAQ sheets,
statements etc.
MANAGEMENT DISCUSSION & ANALYSIS – STRATEGIC REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 33

HOW WE ADDRESS THEIR


STAKEHOLDERS HOW WE ENGAGE THEIR EXPECTATIONS EXPECTATIONS

DEBT PROVIDERS • Active engagement with • Ability to service debt and • Set-up of centralised and
existing and potential interest payments dedicated treasury team for
lenders via meetings, email • Adherence to covenants monitoring of debt covenants
communication, site visits • Good governance and risk and management of overall
and events organised by the management framework debt profile
lenders. • Implementation of prudent
capital management policies
to ensure optimal and
sustainable capital structure
• Transparent disclosure of
operational updates on key
projects

EXISTING AND • Regular engagement with • A fulfilling and pleasant • Appoint dedicated personnel
POTENTIAL customers across all experience throughout the for each active township/
CUSTOMERS touchpoints customer journey from development for community
• Organise community events searching and purchasing a engagement and township
that promote sustainability property to handover of upkeeping
such as tree planting, urban keys and owning a property • Promote our Customer First
farming, community • A trusted and responsible philosophy and create a
recycling, and Earth hour property developer that culture of prioritising
provides regular engagement customers’ needs
opportunities for both • Introduce and encourage use
individuals and communities of all available engagement
• Improved healthy lifestyles channels to promptly respond
• Ongoing community to all customer related
programmes, e.g., recycling queries and concerns
and urban farming • Engage customers for regular
• Eco-efficient homes and safe feedback to understand how
amenities beneficial products and
community events have been
• Organise long-term
sustainable lifestyle
programmes for the
community

SUPPLIERS/ • Regular relationship • Professional and transparent • Adopt best practices and
CONTRACTORS/ building/networking sessions Group-wide procurement good governance for the
STRATEGIC • Eco-efficiency briefings, data processes procurement processes
PARTNERS collection process, tracking, • Fulfil Sime Darby Property • Due recognition during group
auditing, meetings requirements during the briefings including letters of
length of projects/contracts achievement for contributions
and future reference to sustainability targets
• Recognition of contribution
to sustainability targets eg.
eco-efficiency reduction such
as waste, water and carbon
emissions
34 A N N U A L R E P OR T 2 0 1 9

STAKEHOLDERS ENGAGEMENT

HOW WE ADDRESS THEIR


STAKEHOLDERS HOW WE ENGAGE THEIR EXPECTATIONS EXPECTATIONS

EMPLOYEES • Active employee • Updates on business • Update employees regularly


engagement via the strategies and operational using internal channels
following initiatives: performance • Establish effective Talent
a) Internal team meetings • Clear communication Management Framework
b) Annual individual through various channels • Conduct benchmarking
performance review • Clear career opportunities exercise with market practices
c) Personal and professional and development within the to remain competitive
development through Group • Continuously provide training
learning and development • Knowledge and skills programmes and project
programmes enhancement and effective assignments that align with
d) Focus group discussions talent and welfare business goals to allow skills
e) Townhalls management enhancement
f) Lunch talk sessions • Fair and competitive • Conduct employee
g) Employee engagement remuneration practices engagement sessions such as
surveys • Work-life balance Townhalls, Festive Events and
h) Volunteering opportunities • Safe and conducive working Teh Tarik Sessions with Senior
i) Internal digital platform environment Management
and corporate collaterals • Meaningful HR service • Promote work-life balance via
j) Interdepartmental delivery Staggered Working Hours, 90
collaboration on specific • Understanding how Days Maternity Leave,
projects/initiatives (ie sustainability relates to their expectant mothers may leave
SHIFT 2.0, Office functions and how they can 1.5 hours earlier, 1 Week
Enhancement) employ/apply sustainability Paternity Leave, Volunteer
k) Introduction of HR to add value Initiatives, etc.
Business Partner • To be recognised for their • Provide HR On-Cloud, a
(“HRBP”) model continuous contributions and user-friendly digital platform
l) Site assessments and sustainability target for HR solutions and services,
collaborative township achievements enabling convenient mobile
programmes access for all employees
m) Briefing, seminars, • Biannual seminars and
SUSDEX, Carbon achievement recognition
Footprint and Water and
Waste reduction
programmes

REGULATORS • Active engagement with • Compliance to rules and • Ensure full compliance to the
AND INDUSTRY relevant regulators and regulations, with the Group applicable rules and
AFFILIATIONS authorities being kept abreast of requirements
• Proactive participation in various requirements • Engage with all stakeholders,
industry forums, advisory • Share, contribute and with transparency, honesty
group, standard-setting co-create industry best and integrity
bodies and Government practices or new policies and
consultation initiatives regulations
MANAGEMENT DISCUSSION & ANALYSIS – STRATEGIC REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 35

OUR CAPITALS, MATERIAL MATTERS & VALUE CREATION

Our Approach to Materiality


To operate as a strong and profitable business, it is crucial for Sime Darby Property to establish a set of priorities, with
clear targets or KPIs.

This contributes to the overall organisational performance and long-term value creation for the business as well as the
stakeholders.

The material matters in this report were identified through a structured process involving the Senior Management team.
Key deliberations made by the team during the period under review include Sime Darby Property’s business model, our
operations in the context of six capitals deployed towards value creation for the organisation and its many stakeholders.
The process also includes the key steps of identification, prioritisation and validation.

Identification

1 We have identified six relevant capitals that impact our financial


and non-financial performance. The selection is based on the
Priority Material Topics
internal analysis of our business and feedback from various
stakeholder engagement platforms. Based on the internal • Financial Performance
analysis, we identified relevant material topics. • Strategic Partnerships
• Product Delivery
Timeliness
• Product Quality
Prioritisation

2
• Occupational Health &
Our assessment of the impact of each of the material topics on Safety
stakeholders’ decisions and our business helped us to prioritise • People Management
and focus on 11 material topics for FY2020. The prioritisation • Change Management and
included alignment with our Strategic Business Blueprint and Communication Plan
Transformation Plans. • Community Development
• Environmental
Stewardship
• Sustainable Development
Validation

3
Pipeline
We went through a process of validation, with close consultation • Innovation
and counsel of top management and the board, including the
various management committees. We also analysed and agreed
on the scope of the material topics, their boundaries as well as
an organisation-wide database for reporting.
36 A N N U A L R E P OR T 2 0 1 9

OUR CAPITALS, MATERIAL MATTERS & VALUE CREATION

MANUFACTURED CAPITAL FINANCIAL CAPITAL HUMAN CAPITAL

Our land bank, physical assets and Income from core businesses, recurring Human capital development initiatives that
technology, as well as our other business business and monetisation of low-yielding includes hiring capable candidates,
infrastructure including flagship products assets ensures a sustainable flow of financial fortifying our existing talent, knowledge
that allow us to conduct business in a capital for the continuous expansion of and skill base to improve our competitive
profitable yet sustainable manner existing and future business segments strength
Material Matter(s): Material Matter(s): Material Matter(s):
• Product delivery timeliness • Financial and operational performance • Occupational health & safety
• Product quality • Strategic partnerships • People management
• Change management and communication
plan
Risks and Opportunities: Risks and Opportunities: Risks and Opportunities:
• Customers’ needs and expectations for • Challenging global market conditions due • The ever-changing marketplace continue
the quality of product delivery and to the COVID-19 outbreak as well as the to drive the need for our people to
timeliness affects our market approaches local economic uncertainties dampening develop new skills and competencies
• Volatile market that negatively influence consumer and business sentiment and • Technological disruptions influence
cost and margins adds pressure to resulting in weak demand expectations of quality and service
maintain product quality at lower margins • Intensifying competition in the sector, • Hazards at workplace and compromised
the absence of Government incentives labour practices remain an area for close
coupled with high property supply monitoring
resulted in slower house price growth
and overhang issue
• Tightening financial requirements and
rising operating costs continue to constrain
our ability to increase profit margins and
create higher shareholders’ return
• The need to identify the right products
at the right price-points to address the
gap between market demand and supply
• The need to seek for strategic
partnerships or joint ventures to
maximise returns and to leverage on
partners’ expertise and resources
Mitigation Strategies: Mitigation Strategies: Mitigation Strategies:
• Focused on improving end-to-end • Focused on expanding income portfolio • Focused on effective performance
customer experience by improving service of the Group’s income by growing management, robust talent management
standards recurring income business, venturing into & development framework
• Focused on building and delivering new growth areas, monetising low- • Sustain inclusive employee engagement
defect-free products using quality yielding assets as well as enhancing our platforms to motivate performance, build
management tools such as QLASSIC cost and revisiting operational efficiencies competencies and deliver positive
• Focused on improving speed to market • Continued to replan launches and revisit employee experiences
pricing of new launches and completed • Enforced ESH Compliance controls such
and shortening end-to-end development
unsold units to better align with market
cycle as GPA A.9, ESH Management Systems,
needs and preferences
• Tapped into Government’s initiatives to Safety & Health Management Plan etc
accelerate sales achievement
• Established strategic partnerships and
collaborations with Government, investors,
partners and stakeholders to maximise
returns/leverage on partner expertise
• Strategic review of Sime Darby Property
joint ventures, investments and non-core
assets
Key Strategic Priorities in FY2020: Key Strategic Priorities in FY2020: Key Strategic Priorities in FY2020:
• Achieve cost & operational efficiencies • Expand income portfolio • Improve organisational effectiveness
• Embark on digital transformation • Achieve cost & operational efficiencies • Achieve cost & operational efficiencies
• Launch new growth areas
• Improve organisational effectiveness
How do we measure value creation? How do we measure value creation? How do we measure value creation?
• Sellable high-quality products delivered • Dividends to shareholders • Succession pipeline
to the market • Taxes to the Government • Talent mobility and growth
• Innovative products and solutions • Payments to our supply chain partners • Diversity for development
• Service excellence • Wages and benefits to employees • Future-proof talent
• Product quality & appreciation • Investments in economic, environmental
• Socio-economic growth and social programmes for creating
• Customer satisfaction sustainable communities
MANAGEMENT DISCUSSION & ANALYSIS – STRATEGIC REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 37

SOCIAL CAPITAL NATURAL CAPITAL INTELLECTUAL CAPITAL

Relationships and partnerships with our Approximately 19,977 acres of land bank Strong brand, market experience, domain
wide network of stakeholders, including strategically located in growth corridors, knowledge, formidable network and
customers, employees, regulators and with high connectivity that continues to intellectual property, can enhance our
policy makers, community members, media, support our current and future growth capacity to innovate and strengthen our
supply chain, etc. plans, in terms of expanding our footprint brand equity and reputation
and strengthening our presence in all our
focus markets, while optimising
environmental performance

Material Matter(s): Material Matter(s): Material Matter(s):


• Community development • Environmental stewardship • Innovation
• Sustainable development pipeline

Risks and Opportunities: Risks and Opportunities: Risks and Opportunities:


• Lack of resources and focus for • Negative potential impact on landbank • Change and disruption in business
community-based initiatives such as the development, such as future water landscape, technological advances and
delivery of affordable homes compared security issues related to water rising population of millennials require
to more profitable open-market availability, unpredictable rainfall and/or the Group to respond swiftly and
initiatives/products flood events innovatively
• Unresponsive and dissatisfied • Negative impact on the environment and • With digitalisation lowering the barrier
stakeholders due to lack of information ecosystems due to externalities from our of entry, it easier for new entrants to
or misinformation as well as inconsistent operations and supply chain activities disrupt incumbents
and unclear communication pose a threat • Opportunities include amongst others,
to our reputation and business rainwater harvesting, adoption of
wetland spaces and dense planting which
also contributes to environmental
education and community inclusion and
opportunities for urban reforestation
R&D

Mitigation Strategies: Mitigation Strategies: Mitigation Strategies:


• Focused on enhancing our Policies and • Focused on monitoring and driving • Focused on maintaining a healthy
Operating Procedures to meet operational eco-efficiency (i.e., water, pipeline of innovation projects which can
compliance requirements, while waste, carbon emissions), while achieving be commercialised successfully and
monitoring regulatory developments in reduction targets replicated across multiple platforms
areas where we operate • Focused our trees replenishment • Partnered with external parties and
• Launch of Affordable Homes collection initiative on driving tree planting and engaged in brainstorming sessions to
which includes both high-rise and landed IUCN Red List Tree planting via standard resolve problems and achieve the desired
properties priced below RM500,000 landscaping and through strategic innovation portfolio mix
• Focused on ensuring consistent and clear collaboration with environmental
corporate messaging specialist entities
• Implemented an active land bank
management approach which includes
strategic land sales and acquisition
• Applied specific targets and adopted
approaches to maximise water security
for further resilience in development
landbanks

Key Strategic Priorities in FY2020: Key Strategic Priorities in FY2020: Key Strategic Priorities in FY2020:
• Launch new growth areas • Expand income portfolio • Embark on digital transformation
• Improve organisational effectiveness • Launch new growth areas
• Improve organisational effectiveness

How do we measure value creation? How do we measure value creation? How do we measure value creation?
• Value partnerships • Sustainable land bank management • High brand value
• Positive social impact • Acquisition of new land for development • Global presence and footprint
• Sale of non-strategic land bank and • Quality and innovative end-to-end
low-yielding assets product chain
• Efficient management of natural resources • New business ventures
38 A N N U A L R E P OR T 2 0 1 9

OUR STRATEGY

Our strategy charts our path in becoming the Leader in Building Sustainable Communities. With sustainability at our
core and leveraging on global megatrends, we aim to deliver value to our communities and maximise shareholders’
returns by focusing on five strategic priorities.

SHIFT2.0 STRATEGIC PRIORITIES


OUR STRATEGIC
ROADMAP TO
BECOME A
DISTINCTIVE
PROPERTY PLAYER
OF THE FUTURE  CHIEVE COST & OPERATIONAL
A
EXPAND INCOME PORTFOLIO
EFFICIENCIES
Over the next 3-5 years, our key
Establish our position as a Master Developer by Strengthen our overheads and direct cost
focus is to strengthen our leveraging on strategically located landbank to management with a focus to improve productivity
foundation and kickstart our develop economic corridors, embed robust economic whilst improving our project management and
activities and enhance our recurring income portfolio delivery capabilities
SHIFT2.0 Transformation journey of industrial, retail and office assets
towards becoming a digital-driven
and innovative property player. STRATEGIC INITIATIVES STRATEGIC INITIATIVES
1 Strategic Master Developer 3 Diligent Cost Management
2 Enhance Property Investment Portfolio 4 Improve End-to-End Cycle & Quality
Our immediate strategic priorities
5 Turnaround Leisure Segment
reflect this and can be categorised
into three main objectives focusing KEY ACHIEVEMENTS IN FY2019 KEY ACHIEVEMENTS IN FY2019
• Launched a total of 2,917 units with combined • Achieved RM50.7 million SHIFT2.0 benefit
on five strategic priorities: Gross Development Value of RM2.30 billion uplift from overhead cost avoidance and cost
• Sales achieved increased by 25.4 percent YoY savings initiatives
to RM3,135.7 million • Improved procurement cycle times for
ENHANCE “BUSINESS AS consultant appointment from 12 weeks to 8
• Completed disposals of Bukit Selarong, Kedah
USUAL” for RM81.1 million PBIT and U-Thant, Kuala weeks and tender process from 4 months to 3
Lumpur for RM30.1 million PBIT months
• EXPAND INCOME PORTFOLIO • Registered a gain of RM203.4 million PBIT in • Embarked on new business initiatives under
disposal of Darby Park Singapore and RM31.1 Leisure segment which are golf course
• ACHIEVE COST & million PBIT in disposal of Pulau Tikus management & maintenance consulting,
Bungalow catering & events and landscape & nursery
OPERATIONAL EFFICIENCIES
• Completed land option swap with Sime Darby • Leisure and Hospitality segment PBIT
Plantation Berhad in July 2019 for 5,794 acres improvement YoY by 855.6 percent to
of land located in Selangor RM179.2 million mainly from gain on disposal
of hospitality assets
GROW NEW AREAS
• LAUNCH NEW GROWTH AREAS

OPTIMISE OPERATING
MODEL PRIORITIES FOR FY2020 PRIORITIES FOR FY2020
• Timely disposal of remaining non-core land • Review and execute overhead cost
• EMBARK ON DIGITAL bank outside key development focus areas, as management initiatives
well as, remaining non-core assets located in • Drive direct cost reduction initiatives via value
TRANSFORMATION Malaysia and Overseas engineering and strategic sourcing to enhance
• Development of Malaysia Vision Valley 2.0 profitability
• IMPROVE ORGANISATIONAL which includes submission and approval of • Shorten end-to-end development cycle for
EFFECTIVENESS master layout plan for this economic corridor both township and integrated projects and
and securing Government incentives enhance quality assurance and control
• Establish strategic collaborations with processes
Government, investors, partners and • Scale up and expand new business initiatives
stakeholders to co-develop economic corridors under Leisure segment and continue to
• Opening of Sime Darby Property’s first 100 effectively manage and optimise costs
percent-owned retail mall in KL East, named
KL East Mall, with a net lettable area of
384,210 sq ft
MANAGEMENT DISCUSSION & ANALYSIS – STRATEGIC REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 39

EMBARK ON DIGITAL IMPROVE ORGANISATIONAL


LAUNCH NEW GROWTH AREAS
TRANSFORMATION EFFECTIVENESS
Expand into complementary new business segments Future proof our business model against global Enhance overall organisational effectiveness by
primarily industrial & logistics developments and niche & disruption trends via exploring new ventures and developing a performance-driven culture,
affordable multi-generational products to create holistic strategic collaborations with PropTech startups conducting strategic reviews of our corporate
and integrated ecosystems for our communities and technology companies; developing an portfolio of assets & investments, and
innovation-centric mindset, improving customer embedding sustainability into our day-to-day
experiences and automating internal processes operations
STRATEGIC INITIATIVES STRATEGIC INITIATIVES STRATEGIC INITIATIVES
6 Develop Industrial & Logistics Segment 8 Digitalisation & Innovation 9 People Management & Culture

7 Transform into a Lifestyle Developer 10 Corporate Portfolio Review


11 Operationalise Sustainability

KEY ACHIEVEMENTS IN FY2019 KEY ACHIEVEMENTS IN FY2019 KEY ACHIEVEMENTS IN 2019


• Partnered with Mitsui & Co Ltd and Mitsubishi • First project launched using “dto” online • Completed office enhancement initiative at
Estate Co Ltd to develop Bandar Bukit Raja home co-creation platform with bookings Sime Darby Property Head Office Ground
Industrial Gateway offering land lease and opened for Aurora service apartment in Floor and Level 4 Cafe, with Gloria Jean's
Built-to-Suit services. Commenced development for Subang Jaya City Centre (SJCC) Coffees opening at Ground Floor to cater
first two tenants secured, Leschaco (Malaysia) Sdn. • Successful launch and implementation of for employees and the general public
Bhd. and Senheng Electric (KL) Sdn. Bhd. “HR on Cloud (HROC)” system to digitalise • Official launch of Sime Darby Property Core
• Kickstarted first project in Malaysia Vision Valley 2.0 human resource services, automate Values at company-wide townhall in June
with XME Business Park in Nilai Impian, which will be processes and improve efficiency 2019 and launch of Employee Sports Month
the first managed industrial park in Negeri Sembilan • Building Information Modelling (BIM) an in November 2019
with a gross development value of RM520 million intelligent 3D model based process for • Selected as an index constituent of the
• Sime Darby Property Divergent Dwelling Design (D3) efficient planning, designing, construction Dow Jones Sustainability Index for the
Sustainable Homes concept was endorsed as the and building management, was second consecutive year
Preferred Design in the Dasar Perumahan Mampu implemented across 87 percent of new
Milik Negara (DRMM), a sub-policy under the project launches in 2019
National Housing Policy 2018-2025. The DRMM was
officially launched on 11 May 2019 at Elmina
Central Park by the Minister of Housing and Local
Government YB Puan Hajah Zuraida Kamaruddin
• Introduced new product offering “Affordable
Collection”, residential properties priced below
RM500,000, of which Elsa & Kyra in Bandar Bukit Raja
and Embun in Bandar Ainsdale was launched in 2019

PRIORITIES FOR FY2020 PRIORITIES FOR FY2020 PRIORITIES FOR 2020


• Activate and launch ready-built industrial factories in • Enhance customers’ digital touchpoints and • Embark on change management initiatives to
City of Elmina’s newest industrial precinct, Elmina online-to-offline (O2O) experience by transform the company into an agile
Business Park. Estimated gross development value leveraging on new digital capabilities and organisation that performs @ peak
of Elmina Business Park is RM6.6 billion technologies, which includes exploring • Strategic review of Sime Darby Property
• First multi-generational stratified development in collaborative partnerships with healthcare joint ventures, investments and non-core
Elmina Grove, City of Elmina of which Sime Darby providers on digital initiatives to ensure assets
Property will be partnering with TNBX Sdn Bhd to easier healthcare accessibility and
• Maintain position in the Dow Jones
fit all units with solar panels, smart meters and connectivity for our communities
Sustainability Index with improved scores.
home energy management systems • Improve internal processes and efficiencies
• Embark on catalytic partnerships with healthcare via digitalisation. Enhance digital readiness
providers, aged-care facilities and pharmaceutical and digital acceptance culture within our
clusters across the Group's townships organisation
• Establish an outside-in innovation collaboration
ecosystem which includes exploring new
ventures and strategic collaborations with
PropTech startups to discover new and
niche offerings, products and services
40 A N N U A L R E P OR T 2 0 1 9

KEY RISKS AND MITIGATION

“Achieving our business goals requires us being aware of and taking the
appropriate decision and action to crystallise the opportunities while
managing the challenges for each business transaction or activity”
The Group managed to achieve a reasonable profit in 2019 even though it was a very challenging year as the market
remained soft with a large property overhang dampening demand across the industry and an ever-increasing development
and compliance cost that continues to squeeze the Group’s profit margins. The Group’s results were achieved through
taking on the appropriate risks and actively managing them across the Group. The Group continues to actively balance the
level of risk that the business should take with the Group’s profitability and growth plans to ensure the Group’s business
goals and objectives can be met in a sustainable manner.

The Group’s decision making, and risk management practices continue to evolve and strengthen throughout the year, with
oversight, direction and support from the Board and the various Board committees. The Group continues to adopt both a
top-down and bottom-up risk management approach and has implemented an Enterprise Risk Management Framework,
which are goals and objectives-driven, and embedding the risk processes into our business operations to identify, manage
and monitor the key risks and challenges across the Group. Even with a robust risk management framework and practices,
the Group recognises that certain risks cannot be fully mitigated as they are inherent in our industry and business
operations. Therefore, the Group will continue to monitor and minimise the potential impact of these risks as far as
possible.
MANAGEMENT DISCUSSION & ANALYSIS – STRATEGIC REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 41

The risks faced by the Group in 2019 remain largely unchanged compared to the previous year as the business and
operational environment continue to be affected by similar opportunities and challenges. The Group’s ten (10) broad key
risks and their mitigation measures for the financial year under review are outlined below:

Key Risk Stakeholders


Risk Evaluated Impact on Value Strategy Measures Taken
Areas Affected

1. MARKET Diminishing √ Investors/ Expanding √ Continuously assessed


Financial Capital Lenders Development and realigned strategy
Macro-economic
due to: Portfolio Income. to market conditions;
factors, including √ Customers
continued subdued √ Poor Group Launching New √ Closely monitored
√ Employees Growth Areas.
property market, performance and performance across
hindering our ability returns; √ Suppliers/ Enhancing core business units,
to sustain the Business Overall Customer including cash
√ Unsold stocks;
business, manage our Partners Experience. requirements and
liquidity requirements √ Prolonged To enhance availability of funding
and ensure our deferment or brand value, facilities;
growth strategy and delayed improve √ Launched products
financial targets are launches; execution of such as landed
achieved. market
√ Insufficient properties within
operational cash intelligence affordable to medium
Capital Inputs flow to fund (including price range in
projects; and looking at gaps established townships
in the market) where the underlying
√ Tight capital and continue to demand is still strong;
market to raise foster a culture
STRATEGIC

funds. of innovation. √ Market intelligence on


product and service
offerings for similar/
comparable
developments to
support viability of
product prior to launch;
√ Sales campaigns, with
innovative packages for
new products;
√ Leveraged on the Home
Ownership Campaign to
increase sales of new
product launch and
reduce unsold stocks;
√ Launched affordable
housing design and
packages; and
√ Continuous tactical
price review for unsold
stocks.
42 A N N U A L R E P OR T 2 0 1 9

KEY RISKS AND MITIGATION

Key Risk Stakeholders


Risk Evaluated Impact on Value Strategy Measures Taken
Areas Affected

2. DEVELOPMENT Diminishing √ Investors/ Expanding √ Revised the 5-year


AND PRODUCT Financial Capital Lenders Development implementation
STRATEGY due to: Portfolio Income. Blueprint;
√ Customers
Ineffective √ Poor take-up Launching New √ Each product
√ Employees Growth Areas.
development portfolio rate of products developed and
and low demand resulting in √ Suppliers/ Achieving Cost & launched is supported
products delivered to higher holding Business Operational by rigorous market
the market (portfolio, costs; Partners Efficiencies. research and business
product, price and To improve case;
STRATEGIC

√ Low profit
timing to market). execution by
margin or losses √ Monitored the
incurred on focusing on the implementation of a
Capital Inputs products; right products at ‘check and balance’
the right price approach to aligning
√ Loss of market and to explore and implanting
share; and new growth strategies along the
√ Low return on areas. product supply chain;
capital due to and
low demand.
√ Capitalised on the
improved product
development cycle that
reduces time to market.
MANAGEMENT DISCUSSION & ANALYSIS – STRATEGIC REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 43

Key Risk Stakeholders


Risk Evaluated Impact on Value Strategy Measures Taken
Areas Affected

3. COMPETITION Diminishing √ Investors/ Launching New √ Maintained market-


Financial Capital Lenders Growth Areas. watch to monitor
Business model being
due to: Achieving Cost & existing and new
disrupted by new √ Employees
Operational industry entrants and
and/or current entrant √ Loss of market
√ Suppliers/ Efficiencies. technology; and
through either new share; and
Business
innovation (products To manage costs, √ Launch of innovative
√ Lower than Partners
and services) or improve quality products and/or
expected
technology and deliver processes and/or
performance and
advancement. products on systems.
returns.
time.
Capital Inputs

4. JOINT VENTURES, Diminishing √ Investors/ Elevating √ Close alignment to the


COLLABORATIONS Financial Capital, Lenders Organisational Group’s strategic
AND STRATEGIC Compromised Effectiveness. objectives and robust
STRATEGIC

√ Business
PARTNERSHIP Intellectual Capital, To forge due diligence review on
Partners
and Deteriorating partnerships to potential JV Partners
Misaligned investment
Human Capital due √ Employees develop a prior to formalising
objectives/interest,
to: portfolio of collaborations/joint
lower than expected
more value- ventures;
returns, weak JV √ Lower than
management team and expected added, √ Closely monitored/
disagreement with JV returns; profitable and tracked the
Partners. higher-yielding performance of the JVs
√ Additional developments through periodic
capital and leverage on reporting/ audits and
Capital Inputs requirements to the expertise/ representation on the
sustain JV strengths of JV board/ development
operations/ Partners. committee/
businesses;
management of the JV
√ Potential Company; and
litigation arising
√ Continued engagement
from claims/
with JV Partners and
disputes; and
improvement to the
√ Potential governance of the JVs,
reputational where required.
damage.
44 A N N U A L R E P OR T 2 0 1 9

KEY RISKS AND MITIGATION

Key Risk Stakeholders


Risk Evaluated Impact on Value Strategy Measures Taken
Areas Affected

5. TALENT AND Deteriorating √ Employees Elevating √ Ensured remuneration


RESOURCE Human Capital due Organisational packages are comparable
MANAGEMENT to: Effectiveness. to industry norms;
Inability to attract, √ Lack of skills and To continuously √ Established a revised
maintain and retain competencies improve Total Rewards
competent talents to needed to coaching Philosophy with better
execute strategies for implement capabilities capability to attract and
sustainable growth. Group strategies necessary to retain competent
and deliver the build a high- talents;
expected performance √ Implemented succession
Capital Inputs culture.
performance; planning aimed at
strengthening leadership
√ Misaligned
bench strength, fast
performance
tracking high-potential
measurements
talents and creating
and targets; and
career pathways for
√ Loss of key competent performers;
talents. √ Improved performance
management system;
√ Reviewed competency
and training gaps;
√ Implemented the
HUMAN CAPITAL

recruitment of ‘young
talent’ and retention
strategies;
√ Continuous training and
support to build key
expertise under major
growth areas;
√ Implemented Digital HR
through HR On Cloud,
an integrated platform
for end-to-end HR
processes to improve
employee experience
and efficiency in
managing HR-related
matters;
√ Implemented initiatives
to instill a culture of a
highly engaged
organisation; and
√ Enhanced the Group’s
workspace with the
objective of creating a
work environment that is
conducive to foster a
positive, constructive
and creative
collaboration between
employees.
MANAGEMENT DISCUSSION & ANALYSIS – STRATEGIC REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 45

Key Risk Stakeholders


Risk Evaluated Impact on Value Strategy Measures Taken
Areas Affected

6. PROJECT Diminishing √ Investors/ Achieving Cost & √ Strengthened and


DEVELOPMENT & Financial Capital Lenders Operational enlarged the pool of
EXECUTION and Compromised Efficiencies. competent and
√ Customers
Intellectual Capital To manage costs, experienced
Development projects
due to: √ Employees improve quality consultants and
not delivered on time
and deliver contractors with good
and not meeting √ Additional cost √ Suppliers/
products on track record to support
expected returns or of rectification/ Business
time. project requirements,
product quality. replacement, Partners based on a pre-
compensation,
qualified, and pre-
settlement,
Capital Inputs approved set of criteria
overruns and/or
for their performance
LAD;
assessment;
OPERATIONAL

√ Poor product
√ Dedicated and
quality and late
experienced project
delivery of
teams to monitor
product;
project performance
√ Potential claims/ and coordination with
disputes/legal key stakeholders;
action from
√ Increased frequency
purchasers; and
and timeliness of
√ Potential quality audits and
reputational inspections at various
damage. stages of construction;
and
√ Executed steps to
improve project
management, cost
control and
procurement processes.
46 A N N U A L R E P OR T 2 0 1 9

KEY RISKS AND MITIGATION

Key Risk Stakeholders


Risk Evaluated Impact on Value Strategy Measures Taken
Areas Affected

7. ENVIRONMENTAL, Diminishing √ Customers Achieving Cost & √ Institutionalised


SAFETY & HEALTH Financial Capital; Operational comprehensive
√ Community
Compromised Efficiencies. environmental, safety
Major safety, health
Intellectual Capital √ Employees Elevating & health policies and
and/or environmental
and Loss of Human Organisational procedures;
breaches occurring at √ Suppliers/
workplace and project Capital: Business Effectiveness. √ Conducted regular
sites. √ Loss of Partners To build skillsets trainings, dialogues and
productivity and and road shows to raise
√ NGOs competencies in awareness and reduce
Capital Inputs performance as a
result of project ESH risks;
potential management,
√ Embedded ESH criteria
accidents, construction
in contractual
injuries and management and
documents and
casualties; environmental,
development project
safety & health
√ Significant plans;
standards.
penalties/ √ Planned participation in
disruptive ESH surprise and
stop-work orders scheduled audits,
imposed by including regulator’s
authorities; inspections and related
√ Potential reporting; and
OPERATIONAL

environmental √ Continued engagement


harm and and communication
additional cost with key stakeholders
arising from such as customers,
possible claims legislators, regulators,
and litigation; local communities and
and NGOs.
√ Potential
reputational
damage.

8. UTILITIES SUPPLY Compromised √ Investors/ Elevating √ Engaged with relevant


Manufactured Lenders Organisational authorities and utilities
Inability to secure
Capital and Effectiveness. providers at various
adequate water & √ Authorities
Diminishing To deliver stages of the
electricity supply and
Financial Capital √ Customers projects as development;
connection for future
due to: planned, with
projects in growing √ Suppliers/ √ Complied with the
and/or new √ Inability to meet Business seamless requirements of the
townships. strategic Partners implementation utilities providers; and
development and support from
critical √ For certain townships,
growth targets;
Capital Inputs authorities and entered into cost
√ Inability to meet utilities sharing agreements in
financial targets; providers. relation to the
and Integrated Water
Supply Scheme with
√ Loss of market
owners/co-developers
share.
of adjacent townships.
MANAGEMENT DISCUSSION & ANALYSIS – STRATEGIC REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 47

Key Risk Stakeholders


Risk Evaluated Impact on Value Strategy Measures Taken
Areas Affected

9. CYBERSECURITY Compromised √ Investors/ Achieving Cost & √ Deployed various


Manufactured and Lenders Operational infrastructure security
Infrastructure and
Intellectual Capitals Efficiencies. protection solutions
systems failure or √ Customers
and Diminishing To manage costs and Intrusion
breaches arising from
Financial Capital √ Employees and protect the Prevention System to
cyber-attacks,
due to: Group’s assets manage Internet/Web
potentially crippling √ Suppliers/
and property. Security;
core systems and √ Business Business
controls. disruptions; Partners √ Conducted Annual
Security Posture
√ Loss of valuable √ Authorities Assessment (SPA);
Capital Inputs business data
and √ Utilised Patch
stakeholders’ Management tool to
trust; ensure computers
security patches are
√ Penalties/fines
up-to-date;
INFORMATION TECHNOLOGY

by authorities
and/or legal √ Implemented Advanced
action by 3rd Persistent Threat (APT)
parties; and solution to detect and
prevent advanced
√ Potential
targeted attacks;
reputational
damage. √ Utilised multi-layer
infrastructure security
protection solutions
(such as Firewall, Anti-
Spam/Virus) to prevent
malicious threats to
corporate network and
data centers as well as
user computers;
√ Continuous monitoring
of new and potential
threats that emerge in
the cybersphere; and
√ Continuous promotion
of Cyber Security
Awareness in the
organisation to prevent
employee-related
security breaches.
48 A N N U A L R E P OR T 2 0 1 9

KEY RISKS AND MITIGATION

Key Risk Stakeholders


Risk Evaluated Impact on Value Strategy Measures Taken
Areas Affected

10. LEGAL/ Compromised √ Authorities Elevating √ Continued to instill a


REGULATORY Financial and Organisational culture of compliance
√ Employees
AND Intellectual Capitals Effectiveness. within the organisation,
CONTRACTUAL due to: √ Customers To deliver with complementing
COMPLIANCE projects as internal processes,
√ Non-compliance √ Supplier/
planned, with external legal support
Non-compliance with costs arising Business
seamless to operational teams
local and international from penalties Partners
implementation when required;
laws and regulations and fines;
and contractual support from key √ Maintained close
√ Failure to meet authorities and
obligations due to: collaboration with
legal/contractual suppliers.
• Complex and trade associations/
obligations and
voluminous laws/ regulatory bodies on
potential claims/
regulations; emerging legal/
litigation;
• Lack of awareness regulatory
of existing and new √ Additional requirements and
COMPLIANCE

laws/regulations compliance industry trends and


and case law, and costs; and standards;
lack of
√ Potential √ Dedicated project
understanding of
reputational teams to monitor
contractual
damage. compliance with
provisions and
specific laws/
impact on
regulations and
transactions/
contractual provisions;
operations; and
and
• Ambiguity in the
interpretation/ √ Defined an escalation
application of laws/ matrix and a stringent
regulations and monitoring, resolution
case law. and reporting
mechanism to manage
material breaches.
Capital Inputs
Environmental responsibility is vital to Sime
Darby Property’s commitment to sustainable
development. We track and monitor our impact
on the environment through a combination of
initiatives. From energy efficiency initiatives to
flood and waste management, we strive to
create world-class sustainable developments
with a positive impact on society and the
environment.
50 A N N U A L R E P OR T 2 0 1 9

GROUP FINANCIAL REVIEW

On the back of a challenging operating environment, Sime Darby Property


demonstrated resilience in achieving an improved financial performance. We
deployed effective strategies, with a focus on driving core earning, increasing
revenue potential through asset optimisation and monetisation and effective
working capital management. We also benefited from Government initiatives
such as the Home Ownership Campaign (HOC), that partially mitigated the
negative impact from weak market and consumer sentiments.

Group’s Focus and Achievement


The financial year was in fact a challenging year in the
property market segment. However, our holistic
development roadmap plus effective marketing and sales
2,917 units launched,
with a combined gross development
strategies yielded positive results for the Group. The
value (GDV) of
improved performance was mainly driven by the following:
• We continued our focus to provide the right product at
the right price point at strategic locations.
RM2.30 billion

• In response to the needs of mass market segment, we


launched our Affordable Collection (below RM500,000
Total unbilled sales stood at
per unit) and intensified the launch of mid-range priced
products (RM500,000 to RM800,000 per unit).
• We identified assets that are sub-optimal in
RM1.55 billion
performance, including low-yielding assets or non-core as at 31 December 2019
land bank for disposal and channel the capital into
business opportunities with better returns, to repay
borrowings and dividend payments.
• The Group’s Transformation programme further
contributed to improve productivity, which also led to
RM3.14 billion
improved profit margins and optimised shareholders’ sales – a total at 37 percent above
returns. the targeted sales of RM2.30 billion
• We expanded our recurring income stream in the
Industrial and Logistic Development business segment,
which partially served as a safeguard against volatile
market conditions going forward.
• Product innovation, backed by targeted marketing
94.4% contribution

efforts, helped to reduce inventories and secure to the Group revenue by the Property
positive outcomes, in terms of operational efficiencies Development segment
and customer alignment.
MANAGEMENT DISCUSSION & ANALYSIS – PERFORMANCE REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 51

Group’s Financial Performance and Position Management Discussion & Analysis


The Group achieved improved revenue and net earnings of IMPROVED PERFORMANCE AMID THE CHALLENGING
30.0 percent and 351.0 percent respectively, compared PROPERTY MARKET
with the previous corresponding period*. If the one-offs
The Group achieved a total revenue of RM3.2 billion in
were excluded, the Group recorded positive growth in core
FY2019, increased by 30.0 percent from the previous year*
revenue and core net earnings by 24.0 percent and 94.5
for which the revenue was mainly contributed by City of
percent respectively.
Elmina, Nilai Utama, Bandar Bukit Raja, Serenia City, Putra
Heights township, KLGCC Resort and Cantara Residences.
We also achieved net gain on disposals of non-core assets
and lands of RM347.4 million through asset monetisation
The Group’s profit before interest and taxation (PBIT)
exercise, paving a way for the Group to leverage on this
increased significantly by more than eighteen-fold from
capital to further enhance and differentiate our value
RM30.9 million in previous year to RM567.3 million in
propositions for higher potential growth.
FY2019, attributed to the growth in Property Development
segment and one-off gains. The previous corresponding
Overall, our balance sheet as at 31 December 2019
period was impacted by high impairment and provisions.
remained strong with a total cash balance and total equity
Consequently, the Group reported net earnings of RM598.5
of RM743.3 million and RM9,950.0 million respectively.
million in the current financial year, as opposed to the net
The Group is well positioned to continue implementing its
loss of RM238.5 million reported in the previous year.
planned growth strategies.
During the financial year, the Group’s share of losses from
With the current net gearing1 level of 25.7 percent, the
Battersea Project in UK increased to RM29.1 million
Group will proactively monitor its liquidity position and
compared to RM25.6 million a year ago was mainly
raise new financing for its working capital requirement and
attributed to higher marketing expenses. The losses
planned growth businesses when needed, by maintaining
recorded was also attributed to the fact that whilst
an optimum debt-to-equity ratio.
development continues to progress, however, revenue is
only recognised upon completion and hand-over of the
As at 31 December 2019, the Group strengthened its
property units to the buyers, in accordance with the
balance sheet and improved its financial position. Our
relevant accounting standard (IFRS 15) that governs revenue
positive performance is reinforced by the following:
recognition. Hence, this gives rise to the timing difference
between the recognition of costs and revenue. The Group
anticipates the recognition of revenue for Phase 2 and Phase
Total Assets: Increased by 2.4 percent
3A development to be in FY2021.

RM15,482.3 million Excluding the one-off write-off, impairment and other gains,
the Group’s core revenue, PBIT and Net Earnings during the
Cash Position: Healthy financial year under review increased by 24.0 percent, 35.9
percent and 94.5 percent respectively.
RM743.3 million
Core Revenue improved by 24.0 percent to RM3.0 billion
1
Gross Gearing Ratio : Moderate from RM2.4 billion a year ago, underpinned by the Group’s

33.1%
persistent effort to drive higher sales and development activities
and to reduce inventories, backed by Government’s HOC.

Core PBIT in the current financial year recorded RM351.0


Total Equity: Increased by 5.3 percent million, an increase of 35.9 percent from RM258.3 million last
year, driven by the improved sales performance and higher

RM9,950.0 million
development activities, coupled with the continuous efforts in
diligent cost planning and optimisation.

Core Net Earnings was almost doubled from last year’s


* The performance of the Group for the financial year under review is compared RM160.4 million to RM312.0 million in the current financial year.
to the corresponding twelve months period comprising unaudited results for the This reflects the Group’s resilient core operational performance.
period from 1 January 2018 to 30 June 2018 and audited results for the period
from 1 July 2018 to 31 December 2018, to provide a meaningful comparison.
1
Gross gearing ratio = (Total Borrowings + Lease Liabilities)/Total Equity
Net Gearing Ratio = (Total Borrowings + Lease Liabilities-Cash and Cash
Equivalents)/Total Equity
52 A N N U A L R E P OR T 2 0 1 9

GROUP FINANCIAL REVIEW

REVENUE PBIT/(LBIT) NET EARNINGS/(LOSS)

RM million 3,180.0 2,446.0 567.3 30.9 598.5 (238.5)

152.2
Core
3,027.8
Non-Core
3.4

2,442.6

216.3 286.5
160.4
351.0 258.3 312.0
(227.4) (398.9)

FY2019 FY2018* FY2019 FY2018* FY2019 FY2018*

RM million FY2019 FY2018*


Reported Revenue 3,180.0 2,446.0
(Less:)
– Non-core land sales (152.2) (3.4)
Core Revenue 3,027.8 2,442.6 24.0%

RM million FY2019 FY2018*


Reported PBIT 567.3 30.9
Add/(Less:)
– Provisions & impairments 167.4 248.9
– Other gains (383.7) (21.5)
Core PBIT 351.0 258.3 35.9%

RM million FY2019 FY2018*


Reported Net Earnings/(Loss) 598.5 (238.5)
Add/(Less:)
– Provisions & impairments 136.3 241.6
– Other gains (347.4) (20.2)
– Tax provision (75.4) 177.5
Core Net Earnings 312.0 160.4 94.5%

* The performance of the Group for the financial year under review is compared to the corresponding twelve months period comprising unaudited results for
the period from 1 January 2018 to 30 June 2018 and audited results for the period from 1 July 2018 to 31 December 2018, to provide a meaningful
comparison.
MANAGEMENT DISCUSSION & ANALYSIS – PERFORMANCE REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 53

SEGMENTAL ANALYSIS

PROPERTY DEVELOPMENT PROPERTY INVESTMENT


RM million RM million
3,001.3 169.3

2,191.2
98.4
54.5
45.4
417.8 367.8 277.3
55.8 5.0

(29.7)
Reported Revenue Reported PBIT Core PBIT Reported Revenue Reported (LBIT)/PBIT Core PBIT
Before FY2019 FY2018* Before FY2019 FY2018*
elimination elimination

The Property Development segment continued to be the With effect from 1 January 2019, the Group has combined
key contributor to the Group’s revenue contributing 94.4 the Property Investment and Concession Arrangement,
percent. The reported segment revenue increased by 37.0 which have similar economic characteristic, as a single
percent compared to the corresponding period of the operating segment. The Concession Arrangement segment
previous year. Property Development segment reported provides asset management services which includes
higher PBIT of 648.7 percent in the current financial year, maintaining the facilities and infrastructure management
mainly driven by higher sales and development activities in services of campuses in the Pagoh Education Hub.
Denai Alam, Bukit Jelutong, Nilai Utama, Bandar Bukit Raja,
Serenia City and Putra Heights townships, KLGCC Resort Revenue from Property Investment segment declined by
and Cantara Residences. Results were further bolstered 41.9 percent to RM98.4 million in the current financial
with gains on compulsory acquisition and non-strategic year, resulted by lower contribution from the concession
land sales totalling RM138.2 million and core land sales of business as most of the contracts in supply of teaching
RM72.6 million. The results were impacted by impairment equipment were fulfilled in the previous corresponding
totalling RM88.2 million. period. Additionally, it was due to the smaller asset
portfolio size in the current financial year following the
Excluding the one-offs, core PBIT of the Property Group’s asset monetisation exercise.
Development segment was improved by 32.6 percent in the
current financial year to RM367.8 million compared with The segment reported loss before interest and tax at
RM277.3 million in the previous year. This reflects the RM29.7 million as compared to profit of RM45.4 million a
Group’s efforts in driving the growth of the development year earlier as a result of the pre-commencement
business. expenditure of KL East Mall of RM8.8 million and provision
and impairment of RM65.8 million.
The Group’s share of losses from joint ventures and
associates increased to RM31.4 million as compared to The Group’s share of result in Sime Darby Property
RM26.8 million in the previous year, due to higher CapitaLand (Melawati Mall) Sdn Bhd has improved to a
marketing expenses incurred by Battersea and lower share profitable position from loss of RM1.2 million a year ago,
of profit from PJ Midtown, our projects with the joint supported by a higher average occupancy rate of 86.4
venture partners. percent compared to the previous year of 81.4 percent.

Excluding the one-offs, the Property Investment segment


recorded a core PBIT of RM5.0 million in the current
financial year, lower by 90.8 percent when compared with
the corresponding period a year earlier.

* The performance of the Group for the financial year under review is compared to the corresponding twelve months period comprising unaudited results for the
period from 1 January 2018 to 30 June 2018 and audited results for the period from 1 July 2018 to 31 December 2018, to provide a meaningful comparison.
54 A N N U A L R E P OR T 2 0 1 9

GROUP FINANCIAL REVIEW

LEISURE AND HOSPITALITY • The write-off of development expenditure totaling


RM9.7 million, following a review to ensure that the
RM million
products in the pipeline launches are aligned to market
179.2
demand;
• Impairment of a long outstanding amount due from a
94.3 96.2 joint venture of the Group of RM14.9 million; and
• Impairment of RM9.8 million in relation to investment
properties following an impairment assessment where
the carrying values exceed the corresponding
(23.7) (21.8) (26.9) recoverable amount.
Reported Revenue Reported PBIT/(LBIT) Core (LBIT)
Before Obligations:
FY2019 FY2018*
elimination
• A provision of RM65.8 million was made in relation to
Revenue from Leisure and Hospitality segment decreased an undertaking arrangement entered on the disposal of
2.0 percent or RM1.9 million, which was mainly due to the a property with the purchaser in prior years; and
divestment of the Group’s overseas hospitality assets • Provision of RM23.9 million, out of which RM20.3
located in Australia and Singapore, as part of the Group’s million was in relation to contractual obligation arising
strategy to dispose its non-core and low-yielding assets. from land disposal in prior year.

The segment registered a significant improvement in PBIT FINANCE COSTS


to RM179.2 million as compared to a loss of RM23.7
million a year earlier. The significant improvement was Finance costs incurred for the financial year was RM22.9
derived from the disposal gain of Darby Park Executive million, net of capitalised interests of RM152.4 million.
Suites in Singapore. Total finance costs amounted to RM175.3 million,
consisted of borrowing cost from conventional and Islamic
Excluding the one-offs, the Leisure and Hospitality borrowings, in the proportion of about 38.4 and 61.6
segment recorded a core loss before interest and tax of percent, respectively.
RM21.8 million, marginally improved from the previous
year’s loss of RM26.9 million, attributed to the higher The Group’s weighted average cost of borrowings was 5.0
contribution registered by TPC KL in the current financial percent per annum as compared to 5.1 percent per annum
year, with the reopening of West Course which was closed in the previous year.
for renovation works during the previous year.
TAXATION
IMPAIRMENT AND PROVISIONS The effective tax rate for the financial year was low at 10.8
The Group remained prudent and continued to take firm percent. The low effective tax rate for the financial year
measures to review and to address some of its legacy was mainly due to the gain on disposal of Singapore
projects, which included repricing of aged inventories and a property of RM214.4 million is not subjected to tax.
thorough review of the products in its pipeline launches.
During the financial year, the Group took a one-off write- In addition, reversal of prior period tax provision was made
off, impairment and provisions, mainly include the following: following the finalisation and settlement of some of the
tax audits by the Inland Revenue Board in the current
Aged Inventories, Capitalised Development Expenditure, financial year.
Outstanding Receivables and Impairment of Investment
Properties:
• Net impairment of inventories of RM43.3 million, mainly
in Melawati, Ara Damansara and Taman Pasir Putih
developments to its estimated net realisable value;

* The performance of the Group for the financial year under review is compared to the corresponding twelve months period comprising unaudited results for the
period from 1 January 2018 to 30 June 2018 and audited results for the period from 1 July 2018 to 31 December 2018, to provide a meaningful comparison.
MANAGEMENT DISCUSSION & ANALYSIS – PERFORMANCE REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 55

BALANCE SHEET MANAGEMENT Property development costs (current):

a. INVENTORIES MANAGEMENT Property development cost in relation to projects


where development is in progress amounted to
The Group has committed to put in place an effective
RM1,455.3 million, a reduction of RM246.4 million
inventories management to keep unsold inventories at
from last year’s RM1,701.7 million, resulted from
a moderate level. In order to achieve this, the Group
higher sales and acceleration of development activities
ensures that the planning of development properties
in flagship townships in City of Elmina, Bandar Bukit
is according to the market demand and housing
Raja and Serenia City, Melawati and Ara Damansara.
preferences with right price points that meets the
customer expectation.
b. WORKING CAPITAL/LIQUIDITY MANAGEMENT

As at 31 December 2019, total inventories decreased The Group is committed to maintain an effective
slightly to RM6,532.8 million from RM6,752.6 million working capital management in order to achieve
as at 31 December 2018, with the following optimal operation efficiency. In the current financial
breakdown: year, with higher property sales and development
activities, the Group had generated positive operating
Land held for property development (non-current): cash flow amounting to RM411.6 million.

With effect from the current financial year, the Group


The Group’s interest in Joint Ventures stood at
has reclassified land and common costs incurred for
RM2,805.0 million as at 31 December 2019, an
development phases which have yet to commence its
increase of 9.0 percent from RM2,574.0 million as at
operating cycle as non-current inventories under land
31 December 2018. The Group utilised part of the
held for property development. Both land and
disposal proceeds from the leisure asset namely, Darby
common costs attributable to a particular phase will
Park Singapore and channeled the said proceeds
be transferred from non-current inventories to current
through new equity injection to the Battersea joint
inventories upon the launch of that particular phase or
venture.
once the site possession of the phase is handed over
to the contractor for the commencement of building
Total cash and cash equivalents of the Group increased
construction works, whichever is earlier. With this, the
by 14.5 percent from RM649.1 million to RM743.3
current inventories will be more reflective of the level
million as at 31 December 2019. Cash held under
of ongoing active development activities.
Housing Development Accounts increased from
RM343.5 million to RM456.7 million during the same
Land held for property development cost stood at
period, mainly driven by improved performance and
RM4,542.9 million, an increase of RM364.8 million
higher net progress billings and receipts from City of
from RM4,178.1 million a year ago as the Group was
Elmina, Bandar Bukit Raja, Serenia City, Cantara
opening up new township in Kota Elmina and new
Residences and KL East.
development phases in our flagship townships in
Bandar Bukit Raja, Serenia City and City of Elmina.

Completed inventories (current):


The carrying value of completed inventories were
RM532.8 million in FY2019, decreased significantly by
RM338.5 million from RM871.3 million a year ago. This
reflects the Group’s effort in reducing unsold aged
inventories through targeted marketing efforts and
repricing strategy to align to market demand.
56 A N N U A L R E P OR T 2 0 1 9

GROUP FINANCIAL REVIEW

RM million FY2019 FY2018* c. DEBT AND FUNDING MANAGEMENT

Operating cash flow 411.6 (188.4) The Group’s Borrowings


Investing cash flow (280.7) (854.2) The Group constantly monitors its gearing position
Financing cash flow (14.2) (27.1) through quarterly rolling forecast of its cash flow
Proceeds from disposals, projections, reviews the maturity profile of borrowings
net of transaction costs 334.0 79.3 and the nature and requirements of additional
borrowings to ensure that the total debt level is
Net finance cost paid (153.1) (114.6)
maintained at a sustainable level. The Group uses
Dividends paid (136.0) (340.0)
gearing ratio to assess the appropriateness of its debt
Net borrowings raised/ levels.
(paid) (67.1) 1,064.4
Foreign exchange RM million FY2019 FY2018
differences (0.3) (6.2)
Total Borrowings 3,204.3 3,273.0
Net Cash Flow 94.2 (386.8)
Lease Liabilities 91.7 –

For the current financial year, net cash flow was Total Debt 3,296.0 3,273.0
improved by 124.4 percent from a negative net cash Cash and Bank Balances
flow of RM386.8 million to a positive position of (including cash under
RM94.2 million, driven by improved operating cash Housing Development
flow and proceeds from disposal of assets, with the Accounts) 743.3 649.1
latter aligned with the Group’s focus on monetising Total Equity 9,950.0 9,446.4
low-yielding or non-core assets. Gross Gearing Ratio (%) 33.1 34.6
Net Gearing Ratio (%) 25.7 27.8
The net cash outflow from investing activities was
lower in the current financial year as last year’s cash
flow was impacted by the equity injection for During the financial year, the Group adopted MFRS 16
Battersea. – Leases and recognise right-of-use and lease
liabilities. Please refer to Note 45(a) of the financial
Higher net finance cost of RM153.1 million paid statements. The recognition of lease liabilities
during the year was attributed mainly to borrowings increased the Group’s gross and net gearing ratios
raised towards end of last year. Further, the from 32.2 percent to 33.1 percent and 24.7 percent to
conversion of revolving credits to long term loans 25.7 percent respectively.
were at higher interest rate.
Total borrowings of the Group, wholly denominated in
Ringgit Malaysia amounted to RM3,204.3 million as at
31 December 2019, decreased slightly by 2.1 percent
from RM3,273.0 million as at 31 December 2018.
Accordingly, both the gross and net gearing ratios of
the Group have reduced to 33.1 percent and 25.7
percent respectively from 34.6 percent and 27.8
percent, a year earlier.

The Group maintains a well-spread borrowing


repayment profile as part of the effort to maintain a
sustainable debt management, by reducing
concentration and refinancing risks of the Group.

* The performance of the Group for the financial year under review is compared to the corresponding twelve months period comprising unaudited results for the
period from 1 January 2018 to 30 June 2018 and audited results for the period from 1 July 2018 to 31 December 2018, to provide a meaningful comparison.
MANAGEMENT DISCUSSION & ANALYSIS – PERFORMANCE REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 57

RM million Short Term < 1 Year 1 to 2 Years 2 to 5 Years > 5 Years


FY2019 560.7 235.4 357.2 910.4 1,140.6
Percentage (%) 17.5 7.3 11.2 28.4 35.6
FY2018 940.6 407.2 378.1 745.5 801.6
Percentage (%) 28.7 12.4 11.6 22.8 24.5

Funding Mix
31 December 2019 31 December 2018
The Group maintained a well-balanced
1,375.0,
borrowing profile between conventional 1,829.3, 1,646.9,
42.9% 1,626.1,
57.1% 50.3%
and Islamic borrowings. Borrowings 49.7%
raised in accordance with Islamic
principles amounted to RM1,829.3
million or 57.1 percent of total Group RM3,204.3 RM3,273.0
borrowings whereas conventional million million
borrowings constituted RM1,375.0
million or 42.9 percent. Conventional
debt as a percentage of Total Assets of
the Group reduced to 8.9 percent as at
Conventional Islamic
31 December 2019 from 10.9 percent as
at 31 December 2018, which was well
below the threshold of 33.0 percent set 31 December 2019 31 December 2018
by the Securities Commission to meet
796.2,
the criteria of a Shariah compliant 2,408.1, 1,347.8,
24.8% 1,925.2,
counter on Bursa Malaysia. 75.2% 41.2%
58.8%

The Group has improved its borrowings


maturity profile in the current financial
RM3,204.3 RM3,273.0
year. As at 31 December 2019,
million million
borrowings due after 1 year made up
75.2 percent of the Group’s total
borrowings compared to 58.8 percent in
the previous year. This allows the Group
to manage its capital and cash flow in a Short-term Long-term
more effective manner.

The composition of fixed rate borrowings 31 December 2019 31 December 2018


over total borrowings of 24.2 percent as 775.0,
2,429.3, 845.0,
at 31 December 2019, had reduced from 24.2% 2,428.0,
75.8% 25.8%
74.2%
25.8 percent as at 31 December 2018.

Given the current low interest rate


regime, the Group is reviewing to RM3,204.3 RM3,273.0
enhance the current mix of interest rate million million
of borrowings.

Fixed rate Floating rate


58 A N N U A L R E P OR T 2 0 1 9

GROUP FINANCIAL REVIEW

Financial Risk and Capital Management

As part of the Group’s Financial Risk and Capital Management, the Group has put in place funding facilities to
provide the Group with greater flexibility in managing its operational and funding requirement for its investments.
Financing facilities in place are summarised below:

Facility Limit
RM million Facility Limit Available
Bank Borrowings 5,000 1,378
iMTN Programme 4,500 4,500
Total 9,500 5,878

MOVING FORWARD

The property market is expected to remain challenging in 2020 due to the prevailing overhang situation and the expiry of
the Home Ownership Campaign at the end of last year. In addition, the COVID-19 pandemic has impacted global and
domestic economies significantly and it is expected to have an adverse impact on the results of the Group for the
financial year ending 31 December 2020. However, the Group is implementing timely and appropriate measures to
minimise the impact.

Amid this challenging time, the Group accelerated more widespread customer engagement via online digital channel of
which its foundation has been built prior to the virus outbreak. Digital engagements between the Group and potential
property buyers has been steady during the Order period.

The Group is fully committed in executing its core development business to optimise shareholder value. Offering
properties within the affordable and mid-range price points in strategic locations will be our key focus.

The Group will also continue to monetise low-yielding assets to unlock higher value and channel the capital into business
opportunities with better returns. It will expand further into industrial and logistic developments to increase recurring
income.

In addition, the Group will adopt a prudent debt management approach in managing its liquidity position to ensure a
sustainable level of working capital is provided for its operations.
MANAGEMENT DISCUSSION & ANALYSIS – PERFORMANCE REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 59

QUARTERLY PERFORMANCE

1QFY2019 2QFY2019 3QFY2019 4QFY2019 FY2019


RM thousand 31 Mar 2019 30 Jun 2019 30 Sep 2019 31 Dec 2019 Total

Revenue 575,132 865,897 850,033 888,932 3,179,994

Operating Profit 70,120 189,576 68,519 112,339 440,554


Other Gains/(Losses) 204,404 (24,072) (27,515) 3,816 156,633
Share of Results from JVs &
Associates 3,466 (14,856) (22,935) 4,477 (29,848)

Profit before Interest and Tax (PBIT) 277,990 150,648 18,069 120,632 567,339

Profit before Taxation 301,480 179,458 41,098 143,634 665,670


Profit after Taxation 274,322 191,996 15,408 109,155 590,881
Profit Attributed to Owners of the
Company 265,075 205,259 25,242 102,955 598,531

• The earning of 1QFY2019 included the gains from disposal of Darby Park Executive Suite of RM203.4 million
• The results of 3QFY2019 included impairments and provision totaling RM69.3 million and the share of losses from
Battersea of RM21.5 million which was the highest amongst the four quarters

1QFY2019 2QFY2019 3QFY2019 4QFY2019 FY2019


RM thousand 31 Mar 2019 30 Jun 2019 30 Sep 2019 31 Dec 2019 Total
REVENUE
Property Development 534,847 822,981 810,487 833,026 3,001,341
Property Investment 20,846 20,504 20,001 37,003 98,354
Leisure & Hospitality 22,083 25,333 24,269 22,623 94,308
Elimination of inter-segment revenue (2,644) (2,921) (4,724) (3,720) (14,009)
Total 575,132 865,897 850,033 888,932 3,179,994

SEGMENT RESULTS
Property Development 71,765 176,790 51,354 131,923 431,832
Property Investment 6,592 1,766 512 (3,853) 5,017
Leisure & Hospitality (4,771) (3,836) (6,282) (11,254) (26,143)
Total 73,586 174,720 45,584 116,816 410,706
60 A N N U A L R E P OR T 2 0 1 9

STATEMENT OF VALUE ADDED

The Group is committed in delivering sustainable value to its stakeholders


amid the challenging market environment. Stakeholders of the Group included
its employees, Government and society and shareholders.

(RM531.6m)
18.5%
19.4%
46.0% 52.5%

8.4%
FY2019 FY2018*

27.1% 28.1%

Employees Government and Providers of Capital Reinvestment and


Society Future Growth

Value Added Value Distributed


RM thousand FY2019 FY2018* RM thousand FY2019 FY2018*
Turnover 3,179,994 2,446,012 Employees 207,845 199,421
2
Direct and Indirect Costs (2,315,782) (2,021,808) Government and Society 94,789 289,562
Value Added from Operations 864,212 424,204 Providers of Capital
Other Operating Income 9,700 20,416 Dividends
– Financial year ended
Other Gains/(Losses) 156,633 (8,251)
31 December 2019 68,0083 –
Share of Results of Joint – Financial period ended
Ventures (29,901) (70,375) 31 December 2018 68,009 –
Share of Results of Associates 53 927 – Financial year ended 30 June
Finance Income 121,242 130,524 2018 – 340,042
Finance costs 175,299 152,449
Total Value Added 1,121,939 497,445
Non-controlling interests (7,650) 47,560
303,666 540,051
Reinvestment and Future Growth 515,639 (531,589)
Total Value Distributed 1,121,939 497,445

* The performance of the Group for the financial year under review is compared to the corresponding twelve months period comprising unaudited results
for the period from 1 January 2018 to 30 June 2018 and audited results for the period from 1 July 2018 to 31 December 2018, to provide a meaningful
comparison.
2 Includes additional provision for prior years in relation to preliminary tax audit findings by the Inland Revenue Board amounting to RM177.5 million which
is provided in compliance with relevant accounting standards
3 The second interim dividend of 2 sen per share amounting to RM136.0 million, which is not included in the above, will be paid on 20 April 2020
MANAGEMENT DISCUSSION & ANALYSIS – PERFORMANCE REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 61

FY2015-FY2019 FINANCIAL SUMMARY

12 Months 6 Months 12 Months 12 Months 12 Months 12 Months


Dec 2019 Dec 2018 Jun 2018 Jun 2017 Jun 2016 Jun 2015
RM thousand FY2019 FP2018 FY2018 FY2017 FY2016 FY2015
FINANCIAL RESULTS
Revenue 3,179,994 1,269,145 2,353,104 2,610,852 3,371,089 3,624,264
Profit/(loss) before interest and
taxation 567,339 (51,823) 682,516 823,747 1,203,323 931,422
Profit/(loss) before taxation (PBT) 665,670 (38,146) 728,382 888,830 1,220,269 865,574
Profit/(loss) after taxation 590,881 (311,179) 684,286 709,101 954,758 688,220
Non-controlling interests 7,650 (7,521) (44,278) (85,072) (81,533) (68,391)
Profit/(loss) attributable to owners
of the Company (PATAMI) 598,531 (318,700) 640,008 624,029 873,225 619,829
FINANCIAL POSITION
Share capital 6,800,839 6,800,839 6,800,839 2,405,496 1,010,409 1,004,741
Share premium and contribution
from immediate holding company – – – 1,500,000 2,530,493 1,969,323
Reserves 2,920,871 2,408,680 2,933,748 2,417,681 1,792,955 1,295,797
Shareholders’ Funds 9,721,710 9,209,519 9,734,587 6,323,177 5,333,857 4,269,861
Non-controlling interests 228,296 236,881 230,837 264,724 174,510 105,741
TOTAL EQUITY 9,950,006 9,446,400 9,965,424 6,587,901 5,508,367 4,375,602
Property, plant and equipment 636,284 640,445 735,159 825,333 846,083 851,770
Investment properties 745,785 644,206 605,961 474,221 331,754 491,807
Inventories 6,532,772 6,752,621 6,779,463 5,806,663 5,607,700 4,540,317
Joint ventures 2,805,001 2,574,020 2,223,949 1,967,983 1,408,539 929,100
Other non-current assets 2,150,586 2,187,493 2,130,691 2,123,925 2,644,861 1,863,331
Cash (including cash in Housing
Development Accounts) 743,338 649,090 749,395 1,129,154 906,010 806,215
Other current assets 1,868,527 1,588,963 1,525,360 1,331,624 1,208,025 1,719,519
Assets held for sale – 79,519 – 359,125 – 133,710
Total Assets 15,482,293 15,116,357 14,749,978 14,018,028 12,952,972 11,335,769
Borrowings 3,204,287 3,273,037 2,542,352 2,064,281 2,140,692 1,734,509
Non-current liabilities (excl.
borrowings) 670,085 513,173 516,911 2,808,124 3,030,483 3,107,363
Current liabilities (excl. borrowings) 1,657,915 1,883,747 1,725,291 2,552,727 2,273,430 2,034,886
Liabilities associated with assets
held for sale – – – 4,995 – 83,409
Total Liabilities 5,532,287 5,669,957 4,784,554 7,430,127 7,444,605 6,960,167
NET ASSETS 9,950,006 9,446,400 9,965,424 6,587,901 5,508,367 4,375,602
FINANCIAL RATIOS (%)
PBT margin 20.9 (3.0) 31.0 34.0 36.2 23.9
PATAMI margin 18.8 (25.1) 27.2 23.9 25.9 17.1
Return on average shareholders’
funds 6.3 (3.4) 8.0 10.7 18.2 16.0
Gross gearing ratio 33.1 34.6 25.5 31.3 38.9 39.6
SHARE INFORMATION
Basic earnings/(loss) per share (sen) 8.8 (4.7) 11.1 16.5 26.9 22.1
Dividend per share (sen) 3.0 1.0 5.0 5.0 25.0 20.0
Net assets per share attributable
to owners of the Company (RM) 1.4 1.4 1.4 6.3 5.3 4.3
Notes:
• The Group was listed on Bursa Malaysia on 30 November 2017
• The comparatives have not been restated following the adoption of:
o MFRS 9 – Financial Instruments effective 1 January 2018 (FP2018)
o MFRS 16 – Leases and Annual Improvements to MFRS 123 – Borrowing Costs Eligible for Capitalisation effective 1 January 2019
(FY2019)
62 A N N U A L R E P OR T 2 0 1 9

KEY PERFORMANCE METRICS

Manufactured  Human 
CUSTOMER SATISFACTION INDEX FEMALE REPRESENTATION

Objective: To deliver the highest standards of value and Objective: To support the leadership development of our
service to our customers female employees and promote greater gender diversity.
FY2019: The Malaysian assets comprising TPC Kuala FY2019: 42 percent of the workforce comprise women and
Lumpur, Sime Darby Convention Centre and Impian Golf 22 percent female representation on the Board
and Country Club continue to show great quality of service
as they recorded high average Customer Satisfaction Index Social 
score of 87.7 percent.
LOSS TIME INJURY FREQUENCY RATE
Financial  Objective: To promote well-being and safety of all at our
operations
1. DIVIDEND PAYOUT
FY2019: For Loss Time Injury Frequency Rate (LTI-FR), we
Objective: To deliver sustainable value to our
have seen an increase from 0.24 to 0.31* (29 percent
shareholders via dividend contribution
increase).
FY2019: Achieved a payout ratio of 34.1 percent vs.
This is due to higher LTI incidents for FY2019 – six (6)
target of not less than 20 percent of the consolidated
against two (2) incidents in FY2018. All incidents are from
net earnings. If excluding one-off items, the Group
Leisure and Hospitality operations.
achieved a payout ratio of 65.4 percent.
* The data has been externally assured. Please refer to Independent
Assurance report from pages 379 to 380
Dividend Payout Ratio in FY2019

65.4% Natural 
CARBON INTENSITY

34.1%
Objective: To actively monitor and reduce our carbon
Target: not less emissions
than 20%
FY2019: The company’s total carbon emissions were 35,801
tCO2-e*, a 4.95 percent decrease over the previous year. The
carbon intensity reduction target was 2.5 percent against the
Including one-offs Excluding one-offs
2016 baseline of 19.57 tCO2-e/RM Mil of Revenue. The
carbon intensity reduction achieved was 42.5 percent or
11.26 tCO2-e/RM Mil of Revenue.
2. UNBILLED SALES
* Total Carbon data has been externally assured. Please refer to
Objective: To strengthen our unbilled sales base for Independent Assurance report from pages 379 to 380
future sales recognition
FY2019: Achieved RM1.55 billion unbilled sales. The Intellectual 
Group fell short of meeting the RM2.0 billion target as
RECOGNISED ON ESG INDICES
at 31 December 2019 and set a target of RM1.50
billion for FY2020. Objective: To uphold our recognition and commitment for
corporate sustainability leadership in the Emerging Markets
FY2019: Remain as a constituent of a key global
sustainability index
Selected as an index constituent of the Dow Jones
Sustainability Index (DJSI) for the second consecutive year
MANAGEMENT DISCUSSION & ANALYSIS – PERFORMANCE REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 63

FINANCIAL CALENDAR
For the Financial Year Ended 31 December 2019

Announcement of Unaudited Consolidated Results

1st Quarter Ended 31 March 2019 : 29 May 2019

2nd Quarter Ended 30 June 2019 : 28 August 2019

3rd Quarter Ended 30 September 2019 : 27 November 2019

4th Quarter Ended 31 December 2019 : 26 February 2020

Dividends
First Interim Single Tier Dividend of 1.0 sen Per Ordinary Share

Announcement of the Notice of Entitlement and Payment : 28 August 2019

Date of Entitlement : 30 September 2019

Date of Payment : 22 October 2019

Second Interim Single Tier Dividend of 2.0 sen Per Ordinary Share

Announcement of the Notice of Entitlement and Payment : 26 February 2020

Date of Entitlement : 31 March 2020

Date of Payment : 20 April 2020

47th Annual General Meeting

Notice Date : 28 April 2020

Meeting Date : 26 June 2020


64 A N N U A L R E P OR T 2 0 1 9

INVESTOR INFORMATION

The Group’s Investor Relations (IR) IR Calendar for Financial Year (FY) 2019
emphasises in carrying out efficient IR In FY2019, Sime Darby Property continued to maintain an
active IR calendar to have consistent and transparent
plans with the investment community engagement plans with our investment community.
Throughout the whole year, we have conducted the
at large. The Group’s IR department following IR activities:
plays a crucial role in engaging and • 88 Equity Investor Engagements via One-on-One or
disseminating information on Small Group Meetings, Roadshows and Conferences
(Mainly from Malaysia and Singapore)
strategies, ongoing key developments • 4 Quarterly Result Analyst Briefings
and financial performance of the • 4 Property Site Visits (Bandar Universiti Pagoh, Planters
Haven, Bayuemas Sports Complex and Impian Golf &
Group to existing shareholders and
Country Club)
the broader investment community. • 3 Engagement Sessions with Major Shareholders (PNB
The team conducts regular and KWAP)
• 46th Annual General Meeting
engagements and communications
with fund managers, financial
Communication Channels
analysts, shareholders and media
Investor Relations Website
across Malaysia and the neighboring
• The IR team maintains the IR section of the corporate
countries. website at https://www.simedarbyproperty.com/
investor-relations in a timely and accurate manner

The Senior Management team of Sime Darby Property led • The website is our key online repository for providing
by Acting Group Chief Executive Officer – Dato’ Wan up-to-date and historical investor-related information to
Hashimi Albakri, Group Chief Financial Officer – Ms. Betty enable investors to make timely and sound investment
Lau Sui Hing, Chief Strategy Officer – En. Mohammad decisions
Fairuz Mohd Radi and Chief Marketing & Sales Officer – • The IR team can also be reached at investor.relations@
Mr. Gerard Yuen Yun Wei spearhead the Investor Relations simedarbyproperty.com
programme and was supported by the Investor Relations
team. Analyst Briefings

The Board of Directors and Senior Management team are • Sime Darby Property holds analyst briefings for its four
regularly apprised through the Investor Relations Quarterly quarterly result announcements in both physical and
Reports, the feedbacks collated via investor engagement non-physical forms whereby the latter is conducted via
sessions and the reports from the analysts and fund webcast to make the briefings available to both local
managers. and foreign participants
• Presentation materials provided during the briefings are
clear and concise to respond to key matters and are
available in the website for download
MANAGEMENT DISCUSSION & ANALYSIS – PERFORMANCE REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 65

One-on-One or Small Group Meetings, Roadshows and Conferences

• Investor meetings are imperative in maintaining effective stakeholder engagement as this direct channel of
communication provides an opportunity for the investment community to gain a better insight of the businesses,
strategy and growth direction of the Group
• One-on-one or small group meetings were mainly held at our Head Office in Ara Damansara and Kuala Lumpur Golf &
Country Club Resort
• The Group also participated in investor conferences and roadshows in Malaysia in the form of group briefings

Annual General Meeting

• In addition to serving as an avenue for the existing shareholders to vote for the proposed resolutions of the Group,
Annual General Meeting is an important platform available for both Key Management and shareholders to
communicate in a much-engaged manner
• The Management team will leverage on this event to convey strategy plans, key developments and performance
updates of the Group to shareholders while shareholders will be given the opportunity to raise questions pertaining to
the Group

Broad Research Coverage


During the financial year under review, there was a total of 11 research houses that issued analyst coverage report for
Sime Darby Property. As at 29 February 2020, the Group had garnered 46 percent Outperform rating, 18 percent Buy
rating, 27 percent Hold rating and 9 percent Add rating, with an average target share price of RM1.00, nearly 23.5
percent upsize from the average trading price of the period under review of RM0.81. The average target share price
translates to a discount on Revalued Net Asset Value (RNAV) of 61.0 percent. The summary of the research analysts’
rating recommendation and target price is detailed below:

As at 29 February 2020 RNAV Discount (%)


Public Bank 1.30 60%
Add
9% CIMB 1.20 65%
Hold
27% Credit Suisse 1.20 60%

Macquarie 1.00 60%

Kenanga 1.00 N/A

CLSA 1.00 70%

Maybank 0.96 55%


Outperform
46% Buy RHB 0.88 65%
18%
Ambank 0.84 50%

Analysts’ AffinHwang 0.83 60%


Recommendation
TA Securities 0.83 N/A
Average Target Price: Average RNAV:
RM1.00 61%
66 A N N U A L R E P OR T 2 0 1 9

Investor Information

Summary of Investor Interest:


The investors’ key focus areas and our responses are tabulated as below:

Focus Area Our Response

Value Proposition • The Group is the largest property developer by land bank size in Malaysia with approximately
20,000 acres strategically located in growth regions, of which more than 50 percent are in Bandar
Bukit Raja, Serenia City and along the Guthrie Corridor Expressway. The Group is well-positioned
to leverage on existing and planned expressways such as Guthrie Corridor Expressway, New Klang
Valley Expressway, Damansara–Shah Alam Elevated Expressway, North-South Expressway and
Maju Expressway, and on public transportation hubs in Subang Jaya City Centre, Ara Damansara,
Putra Heights and KL East that provide seamless connectivity. Additionally, the Group also has
access to an additional 20,000 acres within Peninsular Malaysia via option agreements
• The Group’s 5-Year Strategic Blueprint is focused on enhancing value from its existing businesses
via expanding product offerings and improving operational efficiency
• A key pillar in the Group’s growth plan is to embark into Industrial and Logistics developments
and Lifestyle-Centric developments to diversify its existing income portfolio. To-date, the Group
has entered into a joint venture with Mitsui & Co. Ltd and Mitsubishi Estate Co. Ltd. to develop
Built-to-Suit industrial and logistics developments in Bandar Bukit Raja and launched Sime Darby
XME Industrial Park, which is the first Managed Industrial Business Park in Negeri Sembilan. The
Group has also launched its first multi-generational residential product in the City of Elmina
• A key differentiating factor for the Group will be its Digitalisation and Innovation initiative to
ensure that the Group is future-proofed against the global disruption trends that are prevalent
today. The Group will leverage on data analytics and technology to streamline processes, enhance
customer experience and venture into innovative and sustainable businesses

Financial • The Group’s core revenue, PBIT and net earnings during the financial year under review had
Performance improved by 24.0 percent, 35.9 percent and 94.5 percent respectively. The Group will remain
focused on providing affordable and mid-range priced landed properties at strategic locations
with right price points
• The Group’s expansion into the industrial and logistic development segments shall increase its
recurring income going forward
• The asset monetisation exercise allowed the Group to tap on the unlocked value of non-core
assets to fund the core operations
• The Group will continue to take firm measures in addressing its balance sheet and future
profitability via the write-down/write-off and impairment of aged inventories and development
expenditure to ensure that some of its legacy projects are addressed
MANAGEMENT DISCUSSION & ANALYSIS – PERFORMANCE REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 67

Focus Area Our Response

Capital • The Group’s capital management plan focuses on building up a sustainable financial model to
Management and increase long-term shareholders’ value
Dividend Policy
• The Group adopts asset monetisation approach to dispose low-yielding and non-core assets
• The Group will leverage on joint venture/project funding on catalyst assets
• The Group shall maintain a debt-to-equity (D/E) ratio of not exceeding 50 percent. As at
31 December 2019, the Group’s gross D/E ratio reduced to 33.1 percent from 34.6 percent as at
31 December 2018
• The Group continues to monitor closely its gearing at sustainable level and will consider raising
equity via alternative channels to debt
• The Group maintains healthy cash position to ensure its liquidity. The Group’s cash and cash
equivalents as at 31 December 2019 stood at RM 743.3 million
• In order to create sustainable value to shareholders, the Group maintains a dividend pay-out
policy of not less than 20 percent of the consolidated net earnings. For the financial year under
review, the Group has achieved a dividend pay-out ratio of 34.1 percent or 65.4 percent if
excluded one-offs
• The Group is committed in delivering consistent and sustainable dividend payouts to its
shareholders. For the current financial year, despite operating in a challenging environment, the
Group has declared a total of 3.0 sen dividend to its shareholders

Overseas • The exposure in Battersea Power Station, London continued to be challenging due to the
Exposure uncertainty in the global economic and market conditions in recent times and the softening
London property market
• Nevertheless, the Group will continue to monitor the investment closely to ensure an efficient
capital structure management while remains committed to this iconic development of the Group

Board and • The Board is chaired by Tan Sri Dr. Zeti Akhtar Aziz and consists of experienced Board Members
Management with deep expertise in economy, property industry, regulations and governance
Leadership as well
• The Group is helmed by experienced Management Leaders with proven track records in the
as Employee
property industry and their respective fields. They are supported by talented and committed
Capabilities
personnel of the Group
• The Group will prioritise on developing and maintaining a competent and sustainable talent pool
within the Group to ensure a seamless succession planning
68 A N N U A L R E P OR T 2 0 1 9

Investor Information

SHARE PRICE MOVEMENTS & PERFORMANCE

RM1.59 RM0.82 Volume


18/1: Announcement 27/11: Post- Traded
RM0.95 RM0.96
of BPS Phase 2 commercial 3QFY2019
Index asset proposed disposal
17/12: Announcement
RM1.18 8/8: Rumours Results (Million
(100) on signing of SPA for of change in Shares)
RM1.78 RM1.36 28/1: Launch of Announcement
BPS Phase 2 commercial leadership in
National Housing
170 29/12: Year- 23/7: Appointment of asset proposed disposal
Policy 2.0 Sime Darby RM0.815 250
end closing Tan Sri Zeti as Chairman 11/10:
Property
RM1.14 RM1.00 RM1.05 Tabling
150 RM1.15 4/10: Article on 28/2: Post-2QFP2018 of Budget
30/5: HSR Project
31/12:
RM0.88
200
SD Property to Year-end Results Announcement 2020
being reviewed RM1.00 28/8:
130 proceed with closing RM1.10
2/11: Tabling Post-1HFY19
MVV alone
of Budget 3/5: Early cessation Results 150
2019 of contract of Group Announcement
110 Managing Director
100
90

50
70

50 0
7

9
ov 1

ec 1

an 1

eb 1

ar 1

pr 1

ay 1

un 1

ul 1

ug 1

ep 1

ct 1

ov 1

ec 1

an 1

eb 1

ar 1

pr 1

ay 1

un 1

ul 1

ug 1

ep 1

ct 1

ov 1

ec 1
31 J

31 J
31 O

31 O
31 M

31 M
30 A

30 A
31 D

31 D

31 D
31 M

31 M
31 J

31 J
30 N

30 N

30 N
30 J

30 J
31 A

31 A
28 F

30 S

28 F

30 S
Sime Darby Property – Volume Traded Sime Darby Property Last Price
FTSE Bursa Malaysia KLCI Bursa Malaysia Property Index

Sime
Darby Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Property 17 18 18 18 18 18 18 18 18 18 18 18 18 19 19 19 19 19 19 19 19 19 19 19 19

Price
– Highest
(RM) 1.78 1.69 1.55 1.46 1.50 1.49 1.38 1.41 1.39 1.24 1.15 1.20 1.04 1.19 1.19 1.13 1.18 0.955 1.12 1.03 0.99 0.89 0.855 0.855 0.94

Price
– Lowest
(RM) 1.11 1.46 1.35 1.34 1.38 1.15 1.16 1.17 1.23 1.18 0.92 0.97 0.93 0.95 1.05 0.98 1.07 1.14 1.01 0.965 0.79 0.83 0.705 0.72 0.76

Average
Volume
Traded
(Million
Shares) 16.85 8.59 5.09 3.28 2.38 9.18 7.24 3.28 2.53 3.29 5.85 7.40 3.36 2.38 1.95 1.77 2.40 7.92 3.22 2.27 5.45 5.19 8.03 25.03 7.85
MANAGEMENT DISCUSSION & ANALYSIS – PERFORMANCE REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 69

MONTHLY FOREIGN SHAREHOLDINGS

Foreign
Shareholding
RM million (%)
6,000 14.96% 15.05% 14.83% 14.83%
16
14.66% 14.78% 14.77%
14.22% 14.20% 14.38%
14.45% 14.27% 14.48% 14.58% 14.63% 14.63%
14.09% 14.26% 14.13% 14.00%
13.75% 13.60% 13.81% 13.61%
4,000 14

11.78%
12
2,000 10.78%

10
0
8
-2,000
6
-4,000
4

-6,000 2

-8,000 0
End End End End End End End End End End End End End End End End End End End End End End End End End End
Nov 17 Dec 17 Jan 18 Feb 18 Mar 18 Apr 18 May 18 Jun 18 Jul 18 Aug 18 Sep 18 Oct 18 Nov 18 Dec 18 Jan 19 Feb 19 Mar 19 Apr 19 May 19 Jun 19 Jul 19 Aug 19 Sep 19 Oct 19 Nov 19 Dec 19

Malaysian Equity Net Foreign Funds Flow Sime Darby Property Foreign Shareholding (%)

Source: Bloomberg, MIDF Research Report


70 A N N U A L R E P OR T 2 0 1 9

19,977
acres
RM86.90 billion
total remaining total estimated GDV of
developable area remaining developable area

Property
Development
Our remaining land bank totalling 19,977 acres is mainly situated within strategic
locations in Klang Valley, Negeri Sembilan and Johor, with a combined estimated
Gross Development Value (GDV) of RM86.9 billion. Almost 67 percent of the
remaining developable land bank is located within our 24 active townships, integrated
and niche developments. These active developments, with a combined estimated
GDV of about RM85.0 billion, are strong income generating portfolios with
development pipelines contributing to earnings over the next 15 to 20 years.
MANAGEMENT DISCUSSION & ANALYSIS – OPERATIONS REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 71

Remaining developable
land area within existing
developments

13,393 acres Remaining developable land


area for future developments

Township Niche & Integrated 6,584 acres

• City of Elmina: Elmina East • KLGCC Resort


• City of Elmina: Elmina West • SJ 7
• City of Elmina: Denai Alam & • SJCC
Bukit Subang • KL East
• Kota Elmina • Putra Heights
• Bandar Bukit Raja 2 & 3 • Ara Damansara
• Bandar Bukit Raja 1 • Taman Melawati
• Serenia City
• Bukit Jelutong Future
• Saujana Impian Developments
• Nilai Impian 2 33%
• Nilai Impian 1
• Bandar Ainsdale 24
Existing Townships,
• Planters’ Haven
Niche & Integrated
• Bandar Universiti Pagoh Developments
• Taman Pasir Putih
• Chemara Hills
• USJ Heights Existing
Developments
67%

DELIVERING VALUE

Revenue1 Sales Achieved PBIT1 Units Sold


(RM million) (RM million) (RM million) (units)

3,001.3 3,135.7
417.8 4,198
2,500.7 3,690
2,191.2

55.8

FY2019 FY20182 FY2019 FY20182 FY2019 FY20182 FY2019 FY20182

1
Figures are before elimination of intersegment transactions
2
The performance of the Group for the financial year under review is compared to the corresponding twelve months period comprising
unaudited results for the period from 1 January 2018 to 30 June 2018 and audited results for the period from 1 July 2018 to 31 December
2018, to provide a meaningful comparison.
72 A N N U A L R E P OR T 2 0 1 9

Property Development

Sime Darby Property currently has a total of


twenty four (24) active townships, niche and
integrated developments, which are located
mainly at strategic locations around the Klang
Valley, Negeri Sembilan and Johor. In the
United Kingdom, as part of a Malaysian
consortium, Sime Darby Property is the
developer of the iconic Battersea Power Station
project in central London.

As at end 2019, property development


registered a higher revenue of 37.0 percent
Y-o-Y with a profit before interest and
taxation (PBIT) of RM417.8 million, driven by
higher sales and development activities in
Denai Alam, Bukit Jelutong, Nilai Utama,
Bandar Bukit Raja, Serenia City and Putra
Review of Performance Heights townships, as well as KLGCC Resort
and Cantara Residences.
At Sime Darby Property, we take pride in our position as a credible
property developer, with a successful track record of over 47 years in
Results were further bolstered with gains on
delivering landed and strata properties covering residential, commercial
compulsory acquisition and non-strategic land
and industrial developments. Our townships continue to be preferred
sales totalling RM138.2 million and core land
by generations of families for their safe environment and vibrant
sales of RM72.6 million. The results were
communities. We offer a broad product spectrum from affordable to
impacted by impairment totalling RM88.2
luxury homes, office buildings, retail malls and industrial business parks
million.
that captures various market segments, and caters to different lifestyle
preferences, affordability, and business needs.

Launches and Operational Progress for the Year

4.5% • In FY2019, Sime Darby Property launched a total of 2,917 units


0.7% with a combined GDV of RM2.30 billion. The demand for
2.8% residential products at reasonable price points and in strategic
locations remained positive for us as reflected in the 25.4 percent
Y-o-Y increase in our Sales Achieved to RM3,135.7 million.
Positive sales performance was attributed to aggressive marketing
92% and sales efforts.
of the total value of
sales recorded in • Achieved sales of RM420.0 million from completed inventories in
FY2019 was from FY2019 was more than 100 percent higher than the completed
products in
Selangor
inventories sold in FY2018.
• With the Spotlight 8 campaign, the Group managed to reduce the
completed inventories. Value of completed and ongoing unsold
92.0% units reduced by 56.1 percent and 58.4 percent respectively on
Y-o-Y.
• As at end of FY2019, the property development segment has a
Selangor Negeri Sembilan
total of 37 on-going projects (8,837 units) with an estimated GDV
Kedah Johor of RM4,965.5 million, and with expected completion towards the
year 2022.
MANAGEMENT DISCUSSION & ANALYSIS – OPERATIONS REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 73

Updates on Major Projects

Total Area: Estimated remaining GDV: Status: 10 on-going phases with an


5,000 acres RM18.16 billion estimated GDV of RM1,037.5 million
The 5,000 acres City of Elmina is a cluster of townships located along the Guthrie Corridor Expressway (GCE). The project is
part of the Selangor Vision City, where the entire Guthrie Corridor is set to be the growth centre and catalyst within the
Greater KL and Klang Valley. The development consists of Denai Alam (1,000 acres), Bukit Subang (250 acres), Elmina East
(1,089 acres) and Elmina West (2,661 acres).

Total Area: Estimated remaining GDV: Status: 11 on-going phases with an


4,333 acres RM12.44 billion estimated GDV of RM1,065.4 million
MALAYSIA
Bandar Bukit Raja comprises Bandar Bukit Raja 1 (1,513 acres) and Bandar Bukit Raja 2 & 3 (2,820 acres)VISION
launchedVALLEY
in 2002
and 2016 respectively. It is accessible via Jalan Meru, New Klang Valley Expressway (NKVE) and New North Klang Straits
Bypass. The West Coast Expressway (WCE) which is currently under construction will act as the road transport backbone of
Bandar Bukit Raja township upon completion.

Total Area: Estimated remaining GDV: Status: 5 on-going phases with an


2,370 acres RM8.89 billion estimated GDV of RM496.7 million
The 2,370-acre Serenia City is close to the Kuala Lumpur International Airport (KLIA) and KLIA2, the Federal Government’s
administrative centre in Putrajaya and Malaysia’s IT hub in Cyberjaya. It has its own interchange to the ELITE Highway, further
enhancing connectivity to and from Serenia City in addition to the existing connections to the North-South Expressway (NSE),
and the Maju Expressway (MEX) Highway. It is also situated near the Salak Tinggi ERL station.

Total Area: Estimated remaining GDV:


360 acres RM7.07 billion
KLGCC Resort development which encompasses TPC Kuala Lumpur, one of Malaysia’s premier golf and country clubs, is located
within a 360-acre natural setting and reflects urban living amidst natural surroundings in Bukit Kiara, Kuala Lumpur, 8km from
the heart of the city centre. KLGCC Resort represents our maiden involvement in the premium, branded lifestyle segment
comprising nine (9) development parcels of 62 acres, flanked by affluent neighbourhoods.
MALAYSIA
VISION VALLEY
Total Area: Estimated remaining GDV: Status: 1 on-going phase with an
160 acres RM2.45 billion estimated GDV of RM742.7 million
Located about 15 minutes away from the Kuala Lumpur City Centre and 800m from the Gombak LRT Station, KL East was
launched in 2011 as an urban integrated residential, lifestyle and commercial enclave with the Klang Gates Quartz Ridge as
its natural backdrop. More than 50 percent of the development contains green open spaces, including the KL East Eco Park
which spans 53 acres wide. Buildings within this development are MALAYSIA
Green Building Index (GBI) rated. It is easily accessible via
various highways such as the Ampang-KL Elevated Highway (AKLEH),VISION VALLEY
Duta-Hulu Klang (DUKE), Middle Ring Road 2 (MRR2),
Karak Expressway, and will also benefit from the upcoming Setiawangsa Pantai Expressway (SPE).

MALAYSIA
VISION VALLEY Total Area: Estimated remaining GDV: Status: 2 on-going phases with an
1,809 acres RM3.82 billion estimated GDV of RM130.0 million
Nilai Impian comprises Nilai Impian 1 (1,263 acres) and Nilai Impian 2 (546 acres) which were launched in 1997 and 2014
respectively. Nilai Impian is strategically situated on the fringe of Greater Kuala Lumpur and is the gateway to the Southern
Klang Valley growth corridor. Located within a 30 km radius from major hubs such as KLIA, Putrajaya and KL City Centre,
with direct frontage to one of the country’s busiest and most prominent expressway, the North-South Expressway, there is
considerable growth potential in Nilai Impian.

Total Area: Estimated remaining GDV: Status: 3 on-going phases with an


MALAYSIA
4,099 acres RM5.24 billion VISION VALLEY
estimated GDV of RM107.8 million
Bandar Universiti Pagoh (BUP) is Malaysia’s first township that is seamlessly integrated with a higher education hub, the
Pagoh Education Hub (PEH). Spanning 4,099 acres, it is strategically located in the Muar District, Johor, off the Pagoh
Interchange which is the mid-point between Kuala Lumpur and Singapore. PEH is also the country’s first multi-varsity education
hub, housing four institutions of higher learning. It is a key catalyst for BUP with more than 10,000 students at full occupancy.
Currently, there are more than 7,800 students in PEH.
74 A N N U A L R E P OR T 2 0 1 9

Property Development

Total Area: Estimated remaining GDV: Status: 1 on-going phase with an


693 acres RM5.57 billion estimated GDV of RM636.1 million
Ara Damansara is the 693- acres pioneering township consisting of low and high-rise residential homes, commercial properties,
and bungalows arrayed in dedicated garden precincts and commercial centres. The proximity to the LRT linkage further
improves the access for commuters, bringing advantages to local communities as well as businesses.

Total Area: Estimated remaining GDV: Status: 3 on-going phases with an


1,796 acres RM3.42 billion estimated GDV of RM495.6 million
Putra Heights is a 1,796-acres township served by the Putra Heights Interchange and USJ Interchange direct to ELITE, NKVE,
LDP, KESAS, SKVE and Federal Highways. Located at a 20-minute drive from Kuala Lumpur's city limits, Putra Heights is
enveloped by Puchong, Shah Alam, USJ, Subang Jaya, Klang, and Petaling Jaya. It is a self-contained township close to
educational institutions, hypermarkets and commercial properties.

Total Area: Estimated remaining GDV: Status: 1 on-going phase with an


30 acres RM3.58 billion estimated GDV of RM253.6 million
Subang Jaya City Centre (SJCC) is a 30-acres mixed development that is part of an award-winning township often referred to
as the pacesetter for other township developments. Launched in 1976, Subang Jaya has grown to become the flagship of self-
contained townships. Home to over 700,000 residents, Subang Jaya's community of residents, commercial activities, and business
continues to thrive providing a true example of urban sustainability. Easily accessible via the Federal Highway, NKVE, ELITE,
KESAS, LDP and the NPE, SJCC boasts the conveniences of a fully matured township with established amenities, shopping
outlets, and an integrated transportation hub.

Malaysia Vision Valley 2.0


Malaysia Vision Valley 2.0 (MVV 2.0) is touted as the Working along these established fundamentals, MVV 2.0
extension of the Greater Kuala Lumpur conurbation. In line will deliver seven (7) heartbeat projects with the first being
with the Industrial Revolution 4.0, MVV 2.0 targets to the development of a high-tech industrial park, which
transform Malaysia into a high-income nation by focusing commands good accessibility through the existing North-
on high-technology industries. It is set to bring in South Expressway (NSE), KTM railway line, the East Coast
investments, job creation, and business opportunities Rail Link (ECRL) and the new toll-free Nilai-Labu-Enstek
delivering economic impact to the country. The (NLE) expressway which is currently under construction.
comprehensive development plan of MVV 2.0 envisages it These heartbeat projects, coupled with the increased
as a world class metropolis that is competitive, inclusive connectivity by ECRL and NLE, will stimulate economic
and clean. growth, transforming the socio-economic landscape of the
region and the country in general as part of the short,
Being a state-led, private sector-driven development medium and long-term objectives of MVV 2.0 development
steered by Sime Darby Property, MVV 2.0 spans across plan.
379,100 acres of land within the districts of Seremban and
Port Dickson. It is as one of the seventeen (17) Promoted Sime Darby Property has kick started its first project under
Development Zones to be given priority at the national Malaysia Vision Valley 2.0, with the XME Business Park
level; and is one of the main drivers of the Malaysian (XME) in Nilai Impian, Negeri Sembilan. Spanning 69.72
Government’s Pembangunan Wilayah Tengah development acres of freehold land, XME will be the first managed
agenda. industrial park in Negeri Sembilan, with a GDV of RM520.0
million. Launched in December 2019, Phase 1 consists of
With the first development phase measuring approximately seventy five (75) units of semi-detached and detached
27,000 acres, Sime Darby Property engages closely with types with built-up ranging from 5,600 sq ft up to 29,000
the State and Federal Governments to ensure the planned sq ft and priced from RM2.5 million to RM18.5 million.
development is aligned to the development focus of the With a GDV of RM307.0 million, Phase 1 is targeted to be
authorities. completed by November 2021.
MANAGEMENT DISCUSSION & ANALYSIS – OPERATIONS REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 75

United Kingdom
The Battersea Power Station (BPS) Station has been leased to business The Electric Boulevard (Phase 3) will
project is one of Central London’s members club, No18, which will sit connect local communities to the
largest new destinations which covers alongside Apple in the iconic building. Power Station, creating a new
an area of 42 acres. Upon completion of No18 is a cosmopolitan members club shopping destination for London. This
all the phases, BPS will comprise for businesses with beautifully designed phase will provide lots of new homes
approximately 3.5 million sq ft of mixed lounges, meeting rooms and high-end and 50 new shops, restaurants and
commercial space of shops, restaurants, workspaces tailored to support all its cafes. There will also be a 160-room
cafes, leisure facilities and office space, members’ needs. hotel, park and a community hub.
combined with over 4,000 homes. The
development will also have 18 acres of Construction has begun on what will
public space including a 6-acre public become the Chimney Lift Experience, a
park and a town square, named glass elevator which will travel 109
Malaysia Square. It will benefit from metres to the top of one of the iconic
the three kilometre extension of the chimneys. The Chimney Lift, along with
Northern Line underground, which is a selection of new and exciting event/
due to open in Autumn 2021, along attraction spaces within the iconic
with a new Zone 1 London Power Station, namely the Generator
Underground station at BPS. Hall and Control Room A, will be open
to the public in 2021. The event
Circus West Village, the first chapter of spaces, named Battersea Power House,
the BPS project, is a thriving will be managed by leading events
neighbourhood which opened to the company, Camm & Hooper, which was
public in early 2017. In the recent appointed as the key partner to deliver
twelve (12) months, over three million exceptional events in these unique
visitors have enjoyed the events, cafes, spaces.
shops, restaurants and leisure offerings,
with recent openings including a
theatre, cinema and crazy golf venue.
The Grade II* listed Jetty in front of the
Power Station was also opened to the
public for the first time in 2019,
BPS and Peabody continue to work
providing a new open space on the
together in partnership to deliver 386
banks of the River Thames and it has
affordable homes at Phase 4a of the
already hosted several popular events
development, ranging from studio flats
and activities. Over a thousand
to 4-bedroom family homes. A new
residents are currently living at Circus
Further to Sime Darby Property’s NHS healthcare centre, and a central
West.
previous announcements, a wholly- garden with play area will be available
owned subsidiary of Battersea Project along with business incubator work
Opening in 2021, the Power Station
Holding Company Limited, which is our space and retail units to support local
(Phase 2) will be transformed into a
40 percent owned joint venture enterprises.
historic visitor attraction with 253
homes, a 6-acre Power Station Park, company, completed the transfer of
commercial assets within the Power BPS continues to see strong demand
over one hundred (100) new shops, a
Station building for a base for its residential offering, with over
18,500 sq ft food hall, over 500,000 sq
consideration of £1.583 billion, £120m of sales achieved in the last
ft of office space, a cinema and a
representing the largest real estate twelve (12) months, reinforcing
variety of event spaces.
transaction in the UK. domestic and international interest in
these unique new homes which
Apple’s new London Campus will
Furthermore, a £600 million debt continues to grow.
occupy six floors of office space in the
central Boiler House of the Power facility was secured in 2019 in the
successful financing of Phase 3 of the Follow @BatterseaPwrStn on Twitter
Station. Apple is the largest commercial
development, with a core group of and Instagram to keep up with the
tenant in the building, accounting for
international lenders demonstrating latest news and events at Battersea
about 50 percent of the commercial
their continued support for the Power Station and visit
space in Phase 2. The remaining 40,000
project. batterseapowerstation.co.uk to find
sq ft of office space within the Power
out more.
76 A N N U A L R E P OR T 2 0 1 9

Property Development

Product Launches
FOR FINANCIAL YEAR 2019

Launch : 22 February 2019 Launch : 9 March 2019 Launch : 21 March 2019


Phase : Irama Square Phase : Adiva 2 Phase : Elmina Valley 5A
Township : Putra Heights Township : Serenia City Township : Elmina West
GDV : RM22.7 million GDV : RM140.9 million GDV : RM151.7 million

Launch : 1 April 2019 Launch : 2 April 2019 Launch : 6 April 2019


Phase : Reesia Phase : Harmoni Permai Phase : Elsa
Township : Elmina East Township : Bandar Universiti Pagoh Township : Bandar Bukit Raja
GDV : RM156.8 million GDV : RM43.0 million GDV : RM89.2 million

Launch : 12 April 2019 Launch : 22 April 2019 Launch : 29 April 2019


Phase : The Alcove Phase : The Ridge Phase : Elmina Valley 5B
Township : Putra Heights Township : KL East Township : Elmina West
GDV : RM81.8 million GDV : RM176.5 million GDV : RM193.7 million

Launch : 6 May 2019 Launch : 14 June 2019 Launch : 26 July 2019


Phase : Harmoni 1 Phase : Kyra Phase : Laman Lakeside
Township : Elmina West Township : Bandar Bukit Raja Township : Bandar Bukit Raja
GDV : RM131.0 million GDV : RM122.7 million GDV : RM41.1 million
MANAGEMENT DISCUSSION & ANALYSIS – OPERATIONS REVIEW
SEC 1 SEC 2 SEC 3 < SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 77

Launch : 17 August 2019 Launch : 17 August 2019 Launch : 1 October 2019


Phase : Arina 1 Phase : Arina 2 Phase : Harmoni Square
Township : Serenia City Township : Serenia City Township : Elmina West
GDV : RM65.4 million GDV : RM68.5 million GDV : RM18.3 million

Launch : 30 October 2019 Launch : 7 November 2019 Launch : 22 November 2019


Phase : Cantara-Retail Phase : Aurora Phase : Kyra 2
Township : Ara Damansara Township : Subang Jaya City Centre (SJCC) Township : Bandar Bukit Raja
GDV : RM26.6 million GDV : RM178.1 million GDV : RM93.5 million

Launch : 7 December 2019 Launch : 31 December 2019 Launch : 31 December 2019


Phase : XME Business Park Phase : Lagenda Garden Phase : Embun
Township : Nilai Impian 2 Township : Bukit Jelutong Township : Bandar Ainsdale
GDV : RM307.0 million GDV : RM52.5 million GDV : RM39.2 million

Note: Other launches include low-cost shops and low-cost factories in Elmina East, commercial land sales in Bandar Universiti Pagoh and
industrial land sales in Kota Elmina.
78 A N N U A L R E P OR T 2 0 1 9

Property Development

Initiatives Adopted in 2019


DIVERGENT DWELLING DESIGN The construction of Harmoni 1 built customised to lessees’
(D3) SUSTAINABLE HOMES commenced in April 2019 and is operational requirements. The
currently progressing actively on ground breaking ceremony for the
Sime Darby Property Berhad
site. It is expected to be completed two (2) facilities in the Bandar
achieved a major milestone with
in August 2021. D3 Sustainable Bukit Raja Industrial Gateway took
the Government’s endorsement of
Homes supports our commitment place in November 2019. Both
its innovative Divergent Dwelling
to deliver products for sustainable facilities have been planned on a
Design (D3) design and building
communities. combined land size of approximately
methodology. The D3 Sustainable
10 acres, with a total gross floor
Homes was incorporated in the
BUILT-TO-LEASE INDUSTRIAL & area of 384,000 sq ft.
Government’s Dasar Perumahan
LOGISTICS DEVELOPMENT
Mampu Milik Negara (DRMM) as
The design has incorporated modern
one of the preferred designs for Sime Darby Property further
features and specifications that have
affordable housing in Malaysia. harnessed the growing demand for
been well received by the customers:
logistic and warehouse facilities by
D3 will be used in the development embarking on Built-to-Lease (BTL) – 12.0 metres minimum height
of Harmoni 1 in Elmina West, City facilities where we develop clearance;
of Elmina comprising 562 industrial products according to – 2.5 to 3.0 MT/sq m of floor
apartments. Harmoni 1 was customers’ needs. Sime Darby loading that allows stacking of
officially and successfully launched Property’s joint venture company up to 7 pallets;
on 11 May 2019 by the Minister of with Mitsui & Co. Ltd and – Ample loading bays;
Housing and Local Government, YB Mitsubishi Estate Co. Ltd, Sime
– Efficient driveways and
Puan Zuraida Kamaruddin Darby Property MIT Development
circulation design allowing
accompanied by Selangor Menteri Sdn Bhd (formerly known as Sime
seamless vehicular movement and
Besar, Y.A.B. Dato’ Seri Amirudin Darby MIT Development Sdn Bhd),
goods loading/unloading; and
Shari and former Deputy Works has entered into a long-term lease
Minister, Tuan Haji Mohd Anuar bin with two (2) lessees at Bandar – Equipped with high technology
Mohd Tahir. Bukit Raja Industrial Gateway. The early suppression fast response
developments are Built-to-Suit (ESFR) fire sprinkler systems for
(BTS) warehouses, designed and highly effective firefighting
protection.
MANAGEMENT DISCUSSION & ANALYSIS – OPERATIONS REVIEW
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dto THE CO-CREATION PLATFORM – SHAPING THE


FUTURE OF THE PROPERTY INDUSTRY IN MALAYSIA
dto (pronounced as ‘ditto’), our latest innovation is set
to revolutionise the future of property buying. An
innovative co-creation and crowdsourcing platform, dto
enables home buyers to have a say in the properties
that we are building. It is a result of a mindset shift
from building properties with customers in mind to
The Built-to-Suit and Lease model will enable lessees to building with the customers’ direct involvement. dto is
adopt asset light operations strategy, with the facility set to be the next connector in the property industry,
designed as if self-invested, without having to handle connecting customers to potential home buyers.
facility construction, focusing only on their core
business and operation. The design solution that Sime The dto online platform (dtolah.com) empowers
Darby Property has provided enables them to achieve potential customers to make decisions and co-create
better cost and time efficiency, increasing their with us to decide on the outcome of upcoming
business competitiveness. products. They can indicate their preferences by voting
on the choices of their preferred development concept,
In addition to Bandar Bukit Raja Industrial Gateway, Sime design and even amenities.
Darby Property is also planning to expand the concept
into other plots of land within Bandar Bukit Raja, as well While currently an online application, there are plans in
as current and future developments like Serenia City, the future to include a mobile application for greater
City of Elmina, Kota Elmina, Lagong and MVV 2.0. customer convenience. Sime Darby Property has
launched two (2) high-rise residential projects on the
AFFORDABLE COLLECTION dto platform in the popular townships of Subang Jaya
In 2019, Sime Darby Property introduced a new product and Putra Heights. In the second half of 2019, two
offering known as the Affordable Collection, which landed projects in Sime Darby Property’s bestselling
includes high-rise and landed properties priced below townships, City of Elmina and Serenia City were
RM500,000, located within the Klang Valley and launched on the dto platform. The next project will be
Greater Klang Valley. These affordable open-market the first ever community space to be co-created in
products are timely and aligned with the Government’s Bandar Bukit Raja.
aspiration to make housing more affordable and
accessible to the middle- and lower-income groups. dto was first showcased at the iProperty Fair in January
2019 and subsequently at the Home Ownership
The overwhelming response for the three (3) Affordable Campaign (HOC) Fair in March 2019. It has received
Collection product launches in 2019 by Sime Darby overwhelming response from the public. Recognising
Property i.e. Elsa and Kyra in Bandar Bukit Raja and the importance of physical experiences, an exhibition at
Embun in Bandar Ainsdale, reinforces the strong the dto official Primetime 8 launch party was also held
demand for quality products in great locations and at in April 2019 where potential customers were able to
the right prices. see, touch and feel home fittings such as tiles, sanitary
fixtures and doorknobs before making their final
Sime Darby Property aspires to offer approximately more decision for dto’s first project. Less than ten (10)
than 2,000 units of affordable open market products in months after its launch, dto won the Consumer
the next two years (2020-2021). The twelve upcoming Gamechanger Award at the iProperty iDEAS in
Affordable Collection launches include a high-rise Transit September 2019. This is a recognition to the trailblazing
Oriented Development (TOD) which is already in the efforts in property co-creation and crowdsourcing.
pipeline and is currently scheduled for launch in 2021.
Sime Darby Property believes the Affordable Collection
initiative will be able to tap into a relatively underserved
market segment, connecting the company with a new
universe of potential customers and their needs.
80 A N N U A L R E P OR T 2 0 1 9

Property Development

Identified dto projects:

Project 1 Project 2 Project 3 Project 4 Project 5

Aurora Subang Jaya Putra Heights Landed Serenia City, dto's The very first
Now launched to Affordable, Development in very first mini- Community Space
the market. (2 freehold, high-rise City of Elmina project, six co- to be co-created
bedroom and residential creation stages at on dto. Spanning
3+1-bedroom units, development within one-go to be across 125 acres in
up to 1,158 sq ft, walking distance to completed in one Bandar Bukit Raja,
with only 210 units Putra Heights LRT month Taman Bandar
available) Station Klang is the largest
townpark in Klang

SOLAR PHOTO VOLTAIC PANELS AT CITY OF ELMINA


Another innovative and green offering in the City of
Elmina is Malaysia’s first application of mass ‘Smart
Green Home Solutions’ in some future homes, which
will be provided with solar panels and a smart meter by
TNBX Sdn Bhd. Each home will be able to generate
solar energy that will be used to offset electricity bill
charges. These savings will help to reduce the
electricity bills and as such reduces overall monthly
expenses, offering dual benefits of environmental
wellness and cost saving solution.
MANAGEMENT DISCUSSION & ANALYSIS – OPERATIONS REVIEW
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Strategies Moving Forward


The property market is expected to be sluggish in 2020 due
to prevailing overhang situation, expiry of the Home
Ownership Campaign (HOC) at the end of 2019 and the
impact of the COVID-19 pandemic. As private consumption
is projected to be dampened by weak labour market
conditions, mobility restrictions and subdued sentiments,
the pandemic is expected to adversely affect the property
development sales of the Group during the financial year
ending 31 December 2020. However, the Group is
implementing measures to minimise the impact.

Amid this challenging time, the Group accelerated more


widespread customer engagement via its online digital
channel of which its foundation was built prior to the
COVID-19 outbreak. The Government’s incentive such as
PRIMETIME 8 MARKETING CAMPAIGN lowering the threshold price of condominiums and
The Sime Darby Property Primetime 8 campaign, held in apartments for foreign purchasers could potentially have a
conjunction with the Home Ownership Campaign (HOC) positive impact on demand. The Government has also
2019, offered customers attractive rebates and packages unveiled three economic stimulus packages to provide
for its newly launched properties. The campaign featured immediate relief to affected households and businesses,
eight (8) consecutive weekly launches throughout March thus supporting domestic consumption and the overall
and April 2019, giving customers the opportunity to gross domestic product (GDP) growth. Despite slower
purchase newly launched properties ranging from landed economic growth, Malaysia is anticipated to attract some
homes to high-rise residential units, which are investments in the manufacturing sector. In addition, the
strategically located in Klang Valley and Johor. continuous effort by the Government in promoting the
economy will help to sustain the industrial market in the
The eight (8) launches were at Serenia City (Adiva 2), short to medium term. The Group aspires to leverage on
The Ridge at KL East, Elmina Valley 5 (Phase 1 and 2) at the industrial sectors which are active and will continue to
the City of Elmina, Harmoni Permai at Bandar Universiti provide industrial space based on demand.
Pagoh, Elsa at Bandar Bukit Raja, The Alcove at Putra
Heights and two co-creation projects involving dto in The Group remains steadfast in our commitment to grow the
SJCC and Putra Heights involving dto. After eight core business segments and reduce inventories. Our Group’s
consecutive weeks of launches, Sime Darby Property focus remains on affordable properties - priced below
achieved over RM1.0 billion in sales. With over 1,134 units RM500,000 and mid-range products priced between
sold, it was a successful conclusion to the Primetime 8 RM500,000 to RM800,000 per unit – and where the demand
marketing campaign that ended on 30 April 2019. is expected to remain strong. The Group is also on track to
expand into the growing industrial and logistics development
segment. This includes Built-to Suit and Lease assets and
managed industrial parks in City of Elmina, Bandar Bukit
Raja, Serenia City, Malaysia Vision Valley 2.0 and Kota Elmina.

Our focus moving forward is to ensure that our property


SPOTLIGHT 8 MARKETING CAMPAIGN solutions are more inclusive, catering to the needs of
An extension of the successful Primetime 8 campaign, different categories of households, including first-time
the Spotlight 8 campaign continued to offer customers buyers as well as small families and the golden generation
attractive rebates and packages for properties across segment. On top of this, we are committed to do our part in
Greater Klang Valley. It offered existing properties navigating a post COVID-19 environment by embarking on
within established and emerging townships, as well as catalytic partnerships with healthcare providers, aged-care
new products ranging from Sime Darby Property’s facilities and services, medical training facilities and
affordable collection to co-created residential projects pharmaceutical clusters, as well as, leveraging on digital
across eight strategic locations. technology to ensure connectivity and easy accessibility to
healthcare services for the communities situated within our
The campaign, which ran from 13 July to 6 October townships. As a responsible property developer, we are
2019, sold a total of 1,160 units within Bandar Bukit committed to support the national agenda of ensuring all
Raja, City of Elmina, KL East, Subang Jaya, Serenia City, citizens are able to afford a home, irrespective of their
Putra Heights, Kajang and Negeri Sembilan, achieving socio-economic status, with easy access to basic necessities
over RM1.11 billion in sales. such as healthcare and education.
82 A N N U A L R E P OR T 2 0 1 9

Property
Investment
Effective 1 January 2019, the Group has combined Property Investment and
Concession Arrangement as a single operating segment.
The Property Investment business comprises retail, office and industrial assets
which are located within Klang Valley and Singapore. These assets have a total
net lettable area (NLA) of about 1.68 million sq ft.

Major Higher No. of Average Total Total Value


Educational Institutions Assets Owned Occupancy Rate NLA of Assets

4 9
Properties
87%* 1.68 RM1,702
Retail, Office & million sq ft million
Industrial Buildings
Included in this segment is also the Concession Arrangement business that provides
asset management services which include facilities and infrastructure management
for campuses in the Pagoh Education Hub in Bandar Universiti Pagoh. This
education hub consists of four reputable institutions of higher learning.
* The average occupancy rate excludes the occupancy rate of KL East Mall, which is expected to commence operations in the second half
of 2020.
** Total value of assets, total net lettable area (NLA) and average occupancy rate include assets held under joint ventures
MANAGEMENT DISCUSSION & ANALYSIS – OPERATIONS REVIEW
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Property Investment
Revenue1 (RM million) (LBIT)/PBIT1 (RM million)

FY2019 98.4 FY2019 (29.7)

FY20182 169.3 FY20182 45.4

1
Figures are before elimination of intersegment transactions
2
The performance of the Group for the financial year under review is compared to the corresponding 12-month period comprising unaudited
results for the period from 1 January 2018 to 30 June 2018 and audited results for the period from 1 July 2018 to 31 December 2018, to
provide a meaningful comparison.

Our office assets that are located within the Klang Valley
include Wisma Zuellig, Wisma MRT, Sime Darby Pavilion
and Oasis Square (Block F & G). Oasis Square (Block F & G)
is held under a subsidiary of the Group, Sime Darby
Brunsfield Holding Sdn Bhd.

As for our retail assets, Melawati Mall is held under our


50 percent-owned joint venture company, Sime Darby
Property CapitaLand (Melawati Mall) Sdn Bhd. KL East
Mall, which is wholly owned by Sime Darby Property is
located at the 160-acre integrated KL East development.
KL East Mall will be the neighbourhood’s lifestyle boutique
shopping mall and catalyst for its latest serviced residence
development, The Ridge. KL East Mall will open its doors
to the public in the second half of 2020. In FY2019, the Group has completed the monetisation of
two (2) parcels of prime land in U-Thant, Kuala Lumpur and
Our remaining asset located in Singapore is owned through Pulau Tikus, Penang, measuring 1.16 acres and 1.71 acres
a 25 percent stake of a joint venture company of the Group. respectively.

Effective 1 January 2019, the Group has combined Property


Investment and Concession Arrangement which have similar
economic characteristics as a single operating segment.
Initiatives Adopted in 2019
The Concession Arrangement business consists of OFFICE
maintaining the facilities and infrastructure management
services for the campuses under Pagoh Education Hub. For Despite the competitive and overall subdued office market
FY2019, the Property Investment segment registered a loss in Klang Valley, the Group’s office assets achieved healthy
before interest and tax (LBIT) at RM29.7 million as occupancy rates averaging 93 percent due to good location
compared to profit of RM45.4 million a year earlier as a as well as continued lease secured from single anchor
result of the pre-commencement expenditure of KL East tenants – particularly for Wisma Zuellig and Wisma MRT in
Mall of RM8.8 million and provision and impairment of addition to Oasis Square Block G, which is occupied as our
RM65.8 million. Corporate Headquarters.

The Group’s share of results in Sime Darby Property The collaborative effort with our tenant, ReGen
Capitaland (Melawati Mall) Sdn Bhd has improved to a Rehabilitation International Sdn Bhd, has successfully
profitable position from a loss of RM1.2 million a year ago completed Wisma Zuellig’s Asset Enhancement Initiative
supported by a higher average occupancy rate of 86.4 (AEI) in 2018. The premise opened as ReGen Rehabilitation
percent compared to the previous year of 81.4 percent. Hospital and generates a healthy 6.5 percent net property
income (NPI) yield. This initiative proves our capability in
asset management and value creation, by improving the
asset life cycle through upgrading and restoration works
which enhance its marketability and financial returns.
84 A N N U A L R E P OR T 2 0 1 9

Property Investment

RETAIL
Melawati Mall
Our partnership with CapitaLand, one of Asia’s largest into the mall, providing a retail experience embedded in its
diversified real estate groups, began with the external surroundings.
announcement in 2012 to jointly build a shopping mall on a
prime commercial land in Taman Melawati. Amid the Social media, through the convergence of many
challenging landscape of the Klang Valley retail sector, technological developments, plays a huge role in shaping
Melawati Mall now attracts customers from the previously and reshaping the retail landscape of today. Melawati Mall
underserved surrounding areas with its line-up of brands continues to make social media an integral element of its
that fulfils demand for a modern and quality retail retail experience and marketing strategy by promoting
experience. The mall recorded an improved average every event and campaign on its online channels. This
occupancy rate of 86.4 percent as compared to 81.4 platform allows us to widen our engagement with both
percent in the previous year. The committed occupancy existing and prospective customers and followers.
rate of the mall as at 31 December 2019 was 88.6 percent
(31 December 2018: 87.2 percent). Melawati Mall’s tenants include Golden Screen Cinemas,
Village Grocer, Padini, Brands Outlet, Max Fashion, Next,
Thanks to its strategic location and contemporary design, FoodEmpire, Toys”R”Us, MPH, KidsZone, Kaison, Sports
Melawati Mall stands out as the new landmark in the Direct, Mr. D.I.Y, Fitness First, SenQ, Daiso, SSF, Tony
Taman Melawati township. Melawati Mall is accessible via Roma’s and many more. The tenant mix is constantly
the Middle Ring Road 2 or a 15-minute bus ride from the improving and some of the brands recently opened in the
Taman Melawati, Wangsa Maju and Sri Rampai Light Rail mall are Burger King, Sushi King, Black Canyon, MBG Fruits,
Transit stations. Its design encapsulates vertical voids at Acer, Gio Fabrics, Mr. Toy and BritishIndia.
strategic locations in the façade to allow natural daylight
MANAGEMENT DISCUSSION & ANALYSIS – OPERATIONS REVIEW
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Melawati Mall has a dedicated zone on Level 2 with a collection of


retailers specialising in Muslimah ready-to-wear collection, serving the
predominant community of the immediate area – a segment which has
boomed in recent years. Some of the reputable Muslimah brands found
at Melawati Mall include Ashura, Creacion, Rina Salleh, Siti Khadijah
and Omar Ali.

The eight-storey mall, with more than 200 shops across a net lettable
area (NLA) of 614,520 sq ft is positioned as a lifestyle hub for the
greater Melawati area. Melawati Mall is a certified Green Building Index
(GBI) building, with rainwater harvesting system, energy-efficient
lighting, air cooling systems and other environment-friendly features.

In 2019, Melawati Mall won the prestigious FIABCI Malaysia Property


Award 2019 in the Retail Category.
86 A N N U A L R E P OR T 2 0 1 9

Property Investment

KL East Mall

This is Sime Darby Property Berhad’s first 100 percent-


owned retail mall development, with a NLA of 384,210
sq ft which is targeted to open by the second half of 2020.

KL East Mall is primed as the cultural pulse of Sime Darby


Property Berhad’s KL East development and is set to
become an iconic retail and lifestyle destination. The mall
is a Transit Adjacent Development (TAD) strategically
located within close proximity to Gombak LRT station and
Gombak Integrated Transport Terminal (GITT) and is well
connected via Middle Ring Road (MRR2), Duta-Hulu Klang
Expressway (DUKE), Sungai Besi–Ulu Klang Elevated
Expressway (SUKE), Karak Expressway, Setiawangsa-Pantai
Expressway (SPE) and Ampang-KL Elevated Highway
(AKLEH).
MANAGEMENT DISCUSSION & ANALYSIS – OPERATIONS REVIEW
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Positioned as a lifestyle boutique retail mall, KL East Mall will serve its surrounding upmarket neighbourhood of middle to
middle-upper income brackets. It is perfectly poised to reap the extraordinary benefits of its thriving primary catchment
of 1.28 million population within a 15-minute drive time with a total household income of RM29.5 billion per annum. KL
East Mall is also well-positioned to attract a large student population, as there are various educational institutions within
its proximity such as Tunku Abdul Rahman University College (TAR UC), International Islamic University Malaysia (IIUM)
and Universiti Kuala Lumpur British Malaysian Institute (UniKL BMI).

Spread across four (4) levels, KL East Mall houses close to 200 retail units with a NLA of 384,210 sq ft. The mall is
expected to be the contemporary and trendy gathering destination that goes well beyond traditional shopping activities,
providing lifestyle-oriented shoppers with exceptional experiences through exciting retail mix including an ice skating
rink, indoor rock climbing gym and a wide selection of food and beverages outlets.

On 20 November 2019, KL East Mall held an engagement event and announced some of the key anchor tenants including
Harvey Norman, Jaya Grocer, MBO, Toys“R”Us, Jungle Gym, Blue Ice Skating Rink and Café Chef Wan. The event was well
received and attracted more than 400 retailers.
88 A N N U A L R E P OR T 2 0 1 9

Property Investment

Ministry Of Higher Education (MOHE) and branch campuses


for Universiti Tun Hussein Onn Malaysia, International
Islamic University Malaysia and Universiti Teknologi
Malaysia. The four (4) institutions of higher learning offer
approximately thirty (30) courses in the various fields of
engineering, information technology, food technology,
language and agriculture research.

The Concession Arrangements that encompass asset


management services also includes maintenance of the
facilities and infrastructure of the campuses for a period of
twenty (20) years upon completion of the construction. The
project was developed under the concept of “Build-Lease-
Maintain-Transfer”. Through efficient project management
and construction works, PEH was successfully completed
Industrial on 16 November 2016 with Certificates of Acceptance
received with effective from 2 May 2017.
Further to Sime Darby Property’s announcement of its
partnership with Japan’s Mitsui & Co. Ltd. and Mitsubishi Sime Darby Property Selatan Satu Sdn Bhd, a wholly-
Estate Co. Ltd. in May 2018, year 2019 concluded with the owned subsidiary of Sime Darby Property Selatan Sdn Bhd,
securement of two (2) Built-to-Lease (BTL) tenants. had also signed a Chilled Water Supply Agreement with
Construction work commenced in November 2019 with a the Government of Malaysia on 30 April 2014 to provide
total gross floor area of 384,000 sq ft; and the lease air conditioning to the designated buildings in PEH through
period of first facility will begin by the end of 2020. The the supply of chilled water from a purpose-built district
location has garnered strong interest from industry and cooling system. The supply period is also for twenty (20)
logistics players; and Sime Darby Property continues its years in tandem with the asset management services period
engagements with various prospects for the remaining under the Concession Arrangements.
available plots.
With overall population of approximately 8,600 including
With the encouraging start of this Joint Venture, Sime over 7,800 local and foreign students, the education hub,
Darby Property is planning to hasten the development by which opened its doors in October 2017, covers an area of
releasing more land bank for its BTL business. This catalytic approximately 506 acres. It features amenities such as
venture in industrial and logistics development will provide pedestrian-friendly area with restricted vehicle access,
a solid platform to grow Sime Darby Property’s recurring covered walkways, cafes, parking areas and shuttle bus
income base and act as a key driver in spurring services.
socioeconomic developments through the spill-over effects
it will generate within our developments. The shared facilities within PEH presently include a library,
convention centre, multi-purpose halls, a data centre, a
Leveraging on the Industrial and Logistics development surau, a guest house complex as well as a modern sports
upcycle, Sime Darby Property is aligned towards achieving complex which include a swimming and diving pool and
stable and sustainable recurring income portfolio through futsal courts. There are also fields and courts to cater for
product and risk diversification. Discussions on the various sports in this sprawling education hub.
expansion of the BTL model are currently ongoing for
another parcel of land within Bandar Bukit Raja, with an
estimated gross floor area of 1.5 million sq ft.

Concession Arrangement – Pagoh Education Hub


Sime Darby Property, under its four (4) Concession
Arrangements via its 60 percent owned subsidiary, Sime
Darby Property Selatan Sdn Bhd and its subsidiaries,
undertook the development of the Pagoh Education Hub
(PEH) for the Malaysian Government and three higher
learning institutions over a period of three years. This
unique education hub comprises four (4) reputable
institutions of higher learning with shared facilities – Main
campus for Politeknik Tun Syed Nasir Syed Ismail under the
MANAGEMENT DISCUSSION & ANALYSIS – OPERATIONS REVIEW
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No of Leisure Types of Properties


Assets Owned

6 Golf Club
Convention Centre
& Business Centre
Sports
Complex
Serviced
Residence

Leisure &
Hospitality
Our Leisure and Hospitality assets comprise six properties in Malaysia and
Vietnam. We own and manage the Tournament Players Club (TPC) Kuala Lumpur,
a prestigious award-winning golf club; the five-storey multi-purpose convention
and business centre Sime Darby Convention Centre (SDCC); the Impian Golf and
Country Club (IGCC) in Kajang and Harvard Golf & Country Club/Harvard Suasana
Hotel in Bedong, Kedah; and the Bayuemas Oval sports complex in Klang. We also
own a hospitality asset in Vung Tau, Vietnam known as OSC Sunrise Apartment
Vung Tau (formerly known as Darby Park Serviced Residence) which forms part of
the proposed asset monetisation strategy.
90 A N N U A L R E P OR T 2 0 1 9

Leisure & Hospitality

FY2019 94.3

FY20182 96.2
1 1
Revenue (RM million) PBIT/(LBIT) (RM million)

FY2019 94.3 FY2019 179.2

FY20182 96.2 FY20182 (23.7)

1
Figures are before elimination of intersegment transactions
2
FY2019
The performance of the Group for the financial year under review is compared to the corresponding twelve months period comprising
179.2
unaudited results for the period from 1 January 2018 to 30 June 2018 and audited results for the period from 1 July 2018 to
31 December
2 2018, to provide a meaningful comparison.
FY2018 (23.7)

During the current year, the Leisure & Hospitality segment registered a PBIT of RM179.2 million as compared to a LBIT of
RM23.7 million in the previous year, mainly attributed by the gain on disposal of Darby Park Executive Suites in Singapore.

The key Malaysian assets comprising TPC Kuala Lumpur, Sime Darby Convention Centre (SDCC) and Impian Golf and Country
Club (IGCC) continue to show great quality of service as they recorded high average Customer Satisfaction Index score of
87.7 percent.

89% 85% 89%


TPC Kuala Lumpur IGCC SDCC
Customer Satisfaction Customer Satisfaction Customer Satisfaction
Index (CSI) Index (CSI) Index (CSI)
MANAGEMENT DISCUSSION & ANALYSIS – OPERATIONS REVIEW
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TPC KUALA LUMPUR

Throughout 2019, TPC Kuala Lumpur received the following The Honourable Membership was presented to the King
recognitions: of Malaysia, DYMM Seri Paduka Baginda Yang di-
Pertuan Agong Al-Sultan Abdullah Ri’ayatuddin Al-
Malaysia’s Best Golf Course 2019 for West Course by
Mustafa Billah Shah.
World Golf Awards;
Audubon Cooperative Sanctuary for Golf in Malaysia;
The TPC Kuala Lumpur Sports Pass was launched in the
Best Clubhouse in Asia Pacific, First Runner up at Asian
fourth quarter 2019. The sports pass is designed to
Golf Awards 2019; and
introduce and promote term social membership to
Best Pro Shop in Asia Pacific, First Runner up at Asian
potential members to experience the club as well as
Golf Awards 2019.
encourage them to subscribe full term social
membership.

Initiatives Adopted in 2019 During the month of Ramadhan, the club distributed
bubur lambuk to motorists and donated excess food to
In addition to maintaining TPC Kuala Lumpur’s excellent the homeless. RM1 was channelled to charity for every
condition, the golf course team continues with its new Ramadhan Buffet voucher sold.
business initiative in landscape and nursery as well as
consultation services. Among other projects include the A lounging area at the Golfer’s Terrace was set up with
landscape project and maintenance for Sime Darby live sports telecast for the enjoyment of members and
Property townships. The most recent project is for guests.
Penang Golf Club – a 3-year contract of golf course
maintenance. Various sports equipment and amenities were replaced
with new ones throughout the year. These include new
The driving range was resurfaced with new artificial turf bowling balls, new towels at the gym, installation of
in October 2019 and old range balls were replaced. bicycle racks and new flooring at the squash courts.
A fleet of new Club Car buggies with GPS will be Indoor yoga was also introduced.
deployed in 2020.
The WOW Initiative, which includes personalised
TPC Kuala Lumpur now has a total of forty nine (49) interactions, anticipating guest needs or exceptional
reciprocal clubs in thirteen (13) countries including teamwork to sincerely delight a member or guest in
sixteen (16) latest reciprocal clubs in United States unexpected ways, was introduced to encourage staffs
under the TPC Passport and the popular seventeen (17) to go the extra mile when providing service to members
clubs under the Taiheiyo Partnership. Three (3) new and guests. This on-going initiative is showing positive
reciprocal clubs added are Commonwealth Golf Club, results in service standards at TPC Kuala Lumpur.
and National Golf Club in Australia and Garden City
Golf Club, Cambodia.
92 A N N U A L R E P OR T 2 0 1 9

Leisure & Hospitality

SIME DARBY CONVENTION CENTRE (SDCC)

The outside catering services (OCS) currently operates The popular banqueting package choices at SDCC are
the Café at ReGen Rehabilitation Hospital as an annual general meeting (AGM) packages, graduation
exclusive caterer. OCS continues to do catering events parties, akad nikah ceremonies, corporate annual
for corporates such as for Bank Negara Malaysia, dinners, Christmas/New Year celebrations and
Badminton Association of Malaysia, Kumpulan Wang Government-Linked-Companies (GLC) corporate
Persaraan (Diperbadankan) (KWAP), Istana Negara, Sime functions.
Darby Property townships and other private social
events. OCS ceased the Monash University canteen SDCC started a referral programme with bridal houses/
project on 21 November 2019. wedding planners to drive sales. Various online contests
were conducted during festive seasons such as
Various food and beverages seasonal and festive Ramadhan and Chinese New Year to boost awareness
promotions were held throughout the financial year. and sales.
Halia Restaurant’s Nasi Campur Promotion was a new
concept from the traditional buffet concept. Flame SDCC is currently working with relevant authorities to
Western Fine Dining enhanced menu established SDCC’s ensure that there are ample parking spaces available for
versatility as a food & beverage hub rather than just an its patrons. This includes making special arrangements
event space. Meanwhile, China Treasures promoted with other establishments within its vicinity to utilise
Christmas Take Away and Oriental Brunch Buffet. their readily available parking spaces. Shuttle services
to ferry patrons to and from KLGCC Resort Gallery and
TPC Kuala Lumpur multi-storey carpark to SDCC’s lobby
are also in the works.
MANAGEMENT DISCUSSION & ANALYSIS – OPERATIONS REVIEW
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IMPIAN GOLF AND COUNTRY CLUB (IGCC)

IGCC hosted many important catering and events In October 2019, IGCC refurbished its gym facilities for
including for high-profile personalities and entities. This the benefit and enjoyment of its members.
is a testament to the IGCC's capability and service
excellence.

OSC SUNRISE APARTMENT VUNG TAU (FORMERLY KNOWN AS DARBY PARK SERVICED RESIDENCE)

The serviced residence is located in the scenic coastal city of Vung Tau, Vietnam which forms part of the proposed
asset monetisation strategy.
94 A N N U A L R E P OR T 2 0 1 9

BOARD COMPOSITION
as at 10 April 2020

ETHNICITY GENDER

8 BUMIPUTERA
7
7
22%
7
6

5
CHINESE
4

3 1
2
1 1 INDIAN
1 78%

0 1
Male Female

AGE GROUP DEMOGRAPHIC

Non-Independent
22%
Non-Executive Chairman 1
67%

Senior Independent
Non-Executive Director 1
11%
Independent
Non-Executive Director 4

Non-Independent
40-49 years old 50-59 years old Non-Executive Director 3
>60 years old

NATIONALITY TENURE

2
100%
Below 2 years

MALAYSIAN
2 years – 5 years 4

Above 5 years 3
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BOARD OF DIRECTORS’ PROFILE

TAN SRI DR. ZETI AKHTAR AZIZ


Non-Independent Non-Executive Chairman

Age: 72
Gender: Female
Nationality: Malaysian
Date of Appointment: 23 July 2018
Length of Tenure as Director: 1 year 8 months
(as at 10 April 2020)

Membership of Board Committees Past Relevant Experience


• None • 2000-2016 – Governor of Bank Negara Malaysia (BNM)
• 1998 – Acting Governor of BNM
Academic Qualification(s) • Deputy Manager of Economics Department, BNM
• Ph.D., University of Pennsylvania, specialising in • Economic Analyst, South-East Asia Central Bank
Monetary and International Economics Training & Research Centre
• Bachelor of Science Degree in Economics,
University of Malaya Declaration:
• She does not have any conflict of interest with the
Present Directorship(s) Company or any family relationship with any other
Other Listed Entity Director and/or major shareholders of the Company
• Nil except being a Nominee Director of Permodalan
Nasional Berhad (PNB), of which she is the Group
Other Public Companies
Chairman of PNB and Director of PNB Group of
• Group Chairman, Permodalan Nasional Berhad
Companies.
• Chairman, Amanah Saham Nasional Berhad
• She has not been convicted for any offences within the
• Director, Attana Assets Sdn Bhd
past five (5) years nor has she been imposed of any
Present Appointment(s) public sanction or penalty by any relevant regulatory
bodies during the financial year ended 31 December
• Trustee, Yayasan Pelaburan Bumiputra
2019.
• Co-chair, Board of Governors of Asia School of
Business, established in collaboration with MIT
Sloan
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BOARD OF DIRECTORS’ PROFILE

DATO’ JAGANATH DEREK STEVEN SABAPATHY


Senior Independent Non-Executive Director

Age: 62
Gender: Male
Nationality: Malaysian
Date of Appointment: 28 March 2014
Length of Tenure as Director: 6 years
(as at 10 April 2020)

Membership of Board Committees


• Risk Management Committee (Chairman)
• Special Committee (Chairman)
• Audit Committee
• Board Tender Committee

Academic Qualification(s)
• Master of Arts in Corporate Finance and
International Trade, Edinburgh University, United
Kingdom Past Relevant Experience
Present Directorship(s) • 1999-2013 – Chief Executive Officer/Director, Bandar
Raya Developments Berhad
Other Listed Entity
• 1999-2013 – Director, Mieco Chipboard Berhad
• Director, Microlink Solutions Berhad
• 1997-1999 – Managing Director, Prime Utilities Berhad
• Director, Omesti Berhad
• 1997-1999 – Managing Director, Indah Water
Other Public Companies Konsortium Sdn Bhd
• Nil • 1995-1997 – Director, Austral Lao Power Co. Ltd
• 1994-1995 – Executive Director, Benta Plantation Berhad
Present Appointment(s) • 1984-1994 – Held various positions in KPMG Peat
• Founder and Chief Executive Officer, Tribeca Marwick
Real Estate Asset Management Sdn Bhd • 1981-1984 – Chartered Accountant, Price Waterhouse
• Director, Ho Hup Ventures (KK) Sdn Bhd and London, United Kingdom
Golden Wave Sdn Bhd, subsidiary and associate Declaration:
of Ho Hup Construction Company Berhad
• He does not have any conflict of interest with the
Company or any family relationship with any other
Director and/or major shareholders of the Company.
• He has not been convicted for any offences within the
past five (5) years nor has he been imposed of any public
sanction or penalty by any relevant regulatory bodies
during the financial year ended 31 December 2019.
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97

TENGKU DATUK SERI AHMAD SHAH ALHAJ IBNI


ALMARHUM SULTAN SALAHUDDIN ABDUL AZIZ
SHAH ALHAJ
Independent Non-Executive Director

Age: 64
Gender: Male
Nationality: Malaysian
Date of Appointment: 31 December 2010
Length of Tenure as Director: 9 years 3 months
(as at 10 April 2020)

Membership of Board Committees Past Relevant Experience


• Board Tender Committee (Chairman) • 2008-2010 – M
 ember (Supervisory Committee and Audit
• Risk Management Committee Committee – Property Division), Sime Darby
Berhad
Academic Qualification(s) • 2005-2014 – Director, Melewar Industrial Group Berhad
• Diploma in Business Administration, Universiti • 1987-2013 – Non-Executive Chairman, Sime Darby
Teknologi MARA Medical Centre Subang Jaya Sdn Bhd
• 1987-2007 – Director, Tractors Malaysia Holdings
Present Directorship(s) Berhad
Other Listed Entity • 1983-1987 – Director, Sime UEP Properties Berhad
• Chairman, Global Oriental Berhad • 1978-2000 – Director, TTDI Development Sdn Bhd and
• Chairman, DutaLand Berhad various listed and private companies
• Director, Mycron Steel Berhad • 1974-1981 – Broker, Charles Bradburne (1930) Sdn Bhd
Other Public Companies Declaration:
• Nil
• He does not have any conflict of interest with the
Present Appointment(s) Company or any family relationship with any other
Director and/or major shareholders of the Company.
• Chairman, Titas Holding Sdn Bhd, Titas Realty
• He has not been convicted for any offences within the
Sdn Bhd
past five (5) years nor has he been imposed of any public
• Board of Trustees, Cancer Research Malaysia
sanction or penalty by any relevant regulatory bodies
during the financial year ended 31 December 2019.
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BOARD OF DIRECTORS’ PROFILE

DATO’ JOHAN ARIFFIN


Non-Independent Non-Executive Director

Age: 61
Gender: Male
Nationality: Malaysian
Date of Appointment: 31 December 2010
Length of Tenure as Director: 9 years 3 months
(as at 10 April 2020)

Membership of Board Committees


• Nomination and Remuneration Committee
• Risk Management Committee
• Special Committee

Academic Qualification(s)
• Master in Business Administration (Marketing),
University of Miami, USA
• Bachelor of Arts (Economics), Indiana University,
USA
Past Relevant Experience
Present Directorship(s)
• 2010-2019 – Director, Etiqa General Insurance Berhad
Other Listed Entity • 2016-2019 – Chairman, Maybank (Cambodia) Plc
• Nil • 2015-2018 – Chairman of Battersea Project Holding Company Limited
Other Public Companies • 2009-2018 – Director, Malayan Banking Berhad Group
• Director, Permodalan Nasional Berhad • 2005-2018 – N ational Council Member, Real Estate Housing Developers
• Chairman, Pelaburan Hartanah Nasional Berhad Association
• Director, Maybank Ageas Holding Berhad • 2010-2017 – Chairman, Maybank International (L) Ltd
• Director, Etiqa Life Insurance Berhad • 2005-2009 – Managing Director, TTDI Development Sdn Bhd
• Director, Etiqa Family Takaful Berhad • 2002-2005 – Executive Director, TTDI Development Sdn Bhd
• Director, Etiqa General Takaful Berhad • 1999-2002 – S enior General Manager, Property Division, Pengurusan
Danaharta Nasional Berhad
Present Appointment(s) • 1997-1999 – Chief Executive Officer, Idris Hydraulic Properties Sdn Bhd
• Chairman, Mitraland Group of Companies • 1995-1997 – Director (Property Division), Wembley Industries Holdings Bhd
• Trustee of The Merdeka Heritage Trust • 1988-1990 – Group General Manager, Farlim Group (Malaysia) Bhd
• Founding Shareholder and Managing Director, • 1985-1988 – Senior Finance & Marketing Manager, PGK Sdn Bhd
Cosmopolitan Ventures Sdn Bhd • 1981-1985 – Manager (Real Estate Division), Citibank NA
• Chairman, Etiqa Life Insurance (Cambodia) Plc
Declaration:
• Chairman, Etiqa Insurance Pte Ltd
• Director, Etiqa International Holdings Sdn Bhd • He does not have any conflict of interest with the Company or any
• Director, PNB Merdeka Ventures Sdn Bhd family relationship with any other Director and/or major shareholders
• Director, TPPT Sdn Bhd of the Company.
• He has not been convicted for any offences within the past five (5) years
nor has he been imposed of any public sanction or penalty by any relevant
regulatory bodies during the financial year ended 31 December 2019.
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99

DATUK DR. MOHD DAUD BAKAR


Non-Independent Non-Executive Director

Age: 56
Gender: Male
Nationality: Malaysian
Date of Appointment: 12 July 2017
Length of Tenure as Director: 2 years 8 months
(as at 10 April 2020)

Membership of Board Committees


• Nomination and Remuneration Committee
• Risk Management Committee

Academic Qualification(s)
• Doctor of Philosophy in Islamic Legal Theory,
University of St. Andrews, Scotland
• Bachelor of Jurisprudence (External), University
of Malaya
• Bachelor of Shari'ah (Hons), University of Kuwait,
Kuwait • Third Chair Professor (Islamic Banking and Finance),
Yayasan Tun Ismail Mohamed Ali Berdaftar (YTI) PNB at
Present Directorship(s) Faculty of Economics and Muamalat, Universiti Sains
Other Listed Entity Islam Malaysia
• Nil • President, International Islamic University Malaysia
• Chairman, Yayasan Pembangunan Ekonomi Islam
Other Public Companies Malaysia
• Nil • Editor-in-Chief for Malaysian Business Magazine
Present Appointment(s) Past Relevant Experience
• Founder and Executive Chairman, Amanie Group • 2016-2017 – D
 irector, Sime Darby Berhad
• Member, Investment Committee of Permodalan • 2005-2012 – Shariah Board Member, the Accounting
Nasional Berhad (PNB) and Auditing Organisation for Islamic
• Chairman, the Shariah Advisory Council of Bank Financial Institutions of Bahrain
Negara Malaysia, the Securities Commission, • 1989-2005 – Held various positions in International
Labuan Financial Services Authority and First Abu Islamic University Malaysia
Dhabi Bank
• Shahriah board member for various financial Declaration:
institutions, including the National Bank of • He does not have any conflict of interest with the
Oman, Amundi Asset Management (France), Bank Company or any family relationship with any other
of London and Middle East (London), BNP Director and/or major shareholders of the Company
Paribas (Bahrain), Dow Jones Islamic Market except being a Nominee Director of PNB.
Index (New York) • He has not been convicted for any offences within the
past five (5) years nor has he been imposed of any public
sanction or penalty by any relevant regulatory bodies
during the financial year ended 31 December 2019.
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BOARD OF DIRECTORS’ PROFILE

DATO’ SERI AHMAD JOHAN MOHAMMAD


RASLAN
Independent Non-Executive Director

Age: 60
Gender: Male
Nationality: Malaysian
Date of Appointment: 12 July 2017
Length of Tenure as Director: 2 years 8 months
(as at 10 April 2020)

Membership of Board Committees


• Audit Committee (Chairman)
• Nomination and Remuneration Committee
• Board Tender Committee

Academic Qualification(s)
• Bachelor of Economics (Hons) in Economics and
Accountancy, University of Hull, United Kingdom

Professional Qualification/Membership(s) • 2014-2016 – Senior Advisor and Director, AMMB Holdings Berhad
• Fellow of the Institute of Chartered Accountants • 2010-2012 – Board Member, Kumpulan Wang Persaraan
in England and Wales (ICAEW) (Diperbadankan)
• Member of the Malaysian Institute of Certified • 2009-2012 – Member, the Financial Stability Executive Committee,
Public Accountants (MICPA) Bank Negara Malaysia
• 2008-2012 – Trustee, Yayasan Sultan Azlah Shah
• Member of the Malaysian Institute of
• 2005-2012 – Board Member and Audit Committee Chairman,
Accountants (MIA)
Putrajaya Corporation
• 2004-2012 – Member, the International Advisory Panel of the
Present Directorship(s)
Labuan Financial Services Authority
Other Listed Entity • 2003-2009 – Chairman, the Financial Reporting Foundation
• Nil • 1992-2012 – Held various positions in PricewaterhouseCoopers
Malaysia and retired as Executive Chairman
Other Public Companies
• 1990-1992 – Manager and Senior Manager, Price Waterhouse
• Nil London, United Kingdom
• 1981-1990 – Robson Rhodes Chartered Accountants, United Kingdom
Present Appointment(s)
• Board Member, Institute of Corporate Directors Declaration:
Malaysia • He does not have any conflict of interest with the Company or any
family relationship with any other Director and/or major
Past Relevant Experience shareholders of the Company.
• 2014-2019 – Non-Executive Director, Eco World International • He has not been convicted for any offences within the past five (5)
Berhad years nor has he been imposed of any public sanction or penalty by
• 2016-2017 – Non-Executive Director, AMMB Holdings any relevant regulatory bodies during the financial year ended
Berhad 31 December 2019.
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101

DATIN NORAZAH MOHAMED RAZALI


Independent Non-Executive Director

Age: 49
Gender: Female
Nationality: Malaysian
Date of Appointment: 12 July 2017
Length of Tenure as Director: 2 years 8 months
(as at 10 April 2020)

Membership of Board Committees


• Nomination and Remuneration Committee
(Chairman)
• Audit Committee

Academic Qualification(s)
• Master of Business Administration in
Management, Imperial College Business School,
University of London, United Kingdom
• Bachelor of Laws (Hons) International Islamic Past Relevant Experience
University Malaysia
• 2000-2017 – H
 eld various positions at Boston
• Diploma in Management, Imperial College,
Consulting Group (BCG), including Partner
London, United Kingdom
and Managing Director and part of BCG’s
Professional Qualification/Membership(s) SE Asia Executive Leadership
• 1998-2000 – Consultant, Booz Allen & Hamilton,
• Advocate and Solicitor of the High Court of Malaya
Singapore
• Admitted to the Malaysian Bar
• 1994-1997 – Solicitor, Sidek, Teoh, Wong & Dennis
Present Directorship(s)
Declaration:
Other Listed Entity
• She does not have any conflict of interest with the
• Nil
Company or any family relationship with any other
Other Public Companies Director and/or major shareholders of the Company.
• Nil • She has not been convicted for any offences within the
past five (5) years nor has she been imposed of any
Present Appointment(s) public sanction or penalty by any relevant regulatory
• Senior Advisor, Boston Consulting Group (BCG) bodies during the financial year ended 31 December
2019.
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BOARD OF DIRECTORS’ PROFILE

ENCIK RIZAL RICKMAN RAMLI


Non-Independent Non-Executive Director

Age: 42
Gender: Male
Nationality: Malaysian
Date of Appointment: 5 April 2018
Length of Tenure as Director: 2 years
(as at 10 April 2020)

Membership of Board Committees Present Appointment(s)


• Risk Management Committee • Chief Investment Officer, Real Estate, Permodalan
• Board Tender Committee Nasional Berhad
• Special Committee
Past Relevant Experience
Academic Qualification(s) • August 2001-February 2018 – Country Managing
• Master of Business Administration, Kellogg Partner, The Boston
School of Management, Northwestern University, Consulting Group
USA
• Bachelor of Arts, Economics (Hons), University of Declaration:
Chicago, USA • He does not have any conflict of interest with the
Company or any family relationship with any other
Present Directorship(s) Director and/or major shareholders of the Company
Other Listed Entity except being a Nominee Director of Permodalan
• Director, Velesto Energy Berhad Nasional Berhad.
• He has not been convicted for any offences within the
Other Public Companies
past five (5) years nor has he been imposed of any
• Director, Perlaburan Hartanah Nasional Berhad
public sanction or penalty by any relevant regulatory
• Director, MIDF Property Berhad
bodies during the financial year ended 31 December
• Director, Lanjut Golf Berhad
2019.
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103

DATUK POH PAI KONG


Independent Non-Executive Director

Age: 68
Gender: Male
Nationality: Malaysian
Date of Appointment: 1 December 2018
Length of Tenure as Director: 1 year 4 months
(as at 10 April 2020)

Membership of Board Committees Past Relevant Experience


• Audit Committee • 2013-2019 – D
 irector, Malaysian Green Technology
• Nomination and Remuneration Committee Corporation
• Special Committee • 2007-2015 – Advisor and Director, Tradewinds
Corporation Berhad
Academic Qualification(s) • 1992-2007 – Group Managing Director, Tropicana
• Bachelor of Science (Building), National Corporation Berhad (formerly Dijaya
University of Singapore Corporation Berhad)

Present Directorship(s) Declaration:


Other Listed Entity • He does not have any conflict of interest with the
• Nil Company or any family relationship with any other
Director and/or major shareholders of the Company.
Other Public Companies
• He has not been convicted for any offences within the
• Nil
past five (5) years nor has he been imposed of any
Present Appointment(s) public sanction or penalty by any relevant regulatory
bodies during the financial year ended 31 December
• Chief Executive Officer and Director, Amphil
2019.
Corporation Sdn Bhd
• Committee Member, Real Estate & Housing
Developers’ Association (Wilayah Persekutuan)
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SENIOR
MANAGEMENT
ENSURING INTEGRITY AND GOVERNANCE
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105

1st row from left to right: 2nd row from left to right:

QUEK CHAM HONG DATO’ WAN HASHIMI ALBAKRI BIN NURASHIKHIN MD SHARIF
Chief Operating Officer – Integrated WAN AHMAD AMIN JAFFRI Chief People Officer
Acting Group Chief Executive Officer/
MOHAMMAD FAIRUZ MOHD RADI GERARD YUEN YUN WEI
Chief Operating Officer – Township
Chief Strategy Officer Chief Marketing & Sales Officer
Development
CHOO SUIT MAE ARAVINDAN S/O K. DEVAPALAN
BETTY LAU SUI HING
Group General Counsel Chief Assurance Officer
Group Chief Financial Officer
RAYMOND CHONG CHEE ON MORIAMI MOHD
DATUK REDZA RAFIQ ABDUL RAZAK
Senior General Manager, Development Group Secretary
Chief Executive Officer,
Services Malaysia Vision Valley & Director of AHMAD SHAHRIMAN JOHARI
TANG AI LEEN Investment Head, Corporate Communications
Chief Risk, Integrity & Compliance (Resigned on 31 March 2020)
Officer
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EXECUTIVE LEADERSHIP COMPOSITION

ETHNICITY

Chief MC/Senior
Executive Management
8
BUMIPUTERA
7

6
1 CHIEF EXECUTIVE

5
3 MC/SENIOR
MANAGEMENT
4

3 3
3
CHINESE
2

1
1
3 MC/SENIOR
MANAGEMENT
0

GENDER AGE GROUP

2
40-49
Years
1 2
MC/ MC/
Chief Senior Chief Senior
Executive Management Executive Management

1
4
4 60 Years
50-59
and above
Years
Male Female

NATIONALITY

7
MALAYSIANS
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EXECUTIVE LEADERSHIP PROFILE

Other Appointment(s)
DATO’ WAN HASHIMI ALBAKRI BIN
• Chairman, Real Estate and Housing Developers’
WAN AHMAD AMIN JAFFRI
Association (REHDA) Kuala Lumpur
Acting Group Chief Executive Officer/
• Exco Member Real Estate and Housing Developers’
Chief Operating Officer – Township Development
Association (REHDA) Malaysia (2018-2020)

Past Relevant Experience


Nationality Age Gender • 2018 – Chief Operating Officer, Township Development,
Malaysian 61 Male Sime Darby Property Berhad
• 2008-2017 – Held various positions in Sime Darby
Property and last position held was Chief
Date Joined Transformation Officer (CTO)
1 October 2005 • 2005-2008 – Chief Executive Officer, Negara Properties
(M) Berhad
Academic Qualification(s) • 1999-2005 – Held various positions in Putrajaya Homes
• Bachelor of Science in Civil Engineering, University of Sdn Bhd and last position held was Chief Operating
Kingston, United Kingdom Officer
• 1996-1999 – Executive Director, Irat Management
Services Sdn Bhd (Project Management Co.)

QUEK CHAM HONG BETTY LAU SUI HING


Chief Operating Officer – Integrated Group Chief Financial Officer

Nationality Age Gender Nationality Age Gender


Malaysian 58 Male Malaysian 57 Female

Date Joined Date Joined


16 January 2018 3 December 2018

Academic Qualification(s) Professional Qualification/Membership(s)


• Bachelor of Science (Honours) in Housing, Building & • Associate of Institute of Chartered Secretaries and
Administrators, United Kingdom (ACIS)
Planning with major in Project Management and
• Fellow Member of Chartered Association of Certified
Building Economics, University of Science Malaysia
Accountants, United Kingdom (FCCA)
• Member of Malaysia Institute of Accountants (MIA)
Past Relevant Experience
• 2017 – Director, Southkey Megamall Sdn Bhd Past Relevant Experience
(Joint-Venture Company of Southkey City Sdn Bhd & • 2018 – Chief Financial Officer, Malaysia Land Group of
IGB Corporation Berhad) Companies
• 2010-2017 – Executive Director, Southkey Properties • 2017-2018 – Chief Financial Officer, Hatten Land
Sdn Bhd Limited, Singapore
• 2010 – Non-Independent & Non-Executive Director, • 2010-2017 – Group Financial Controller and last
Tropicana Corporation Berhad position held was Chief Financial Officer, IOI
Properties Group Berhad
• 2006-2010 – Executive Director, Tropicana Corporation
• 2009-2010 – Group Financial Controller, INTI
Berhad
Education Group, Laureate International Universities
• 2002-2005 – Senior General Manager, Tropicana • 2004-2009 – Chief Financial Officer, Cosmos Discovery
Corporation Berhad Sdn Bhd
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Executive Leadership PROFILE

DATUK REDZA RAFIQ ABDUL RAZAK MOHAMMAD FAIRUZ MOHD RADI


Chief Executive Officer, Chief Strategy Officer
Malaysia Vision Valley & Director of Investment

Nationality Age Gender Nationality Age Gender


Malaysian 51 Male Malaysian 42 Male

Date Joined Date Joined


16 May 2018 1 December 2017

Academic Qualification(s) Academic Qualification(s)


• Honorary Doctorate (Economics) Universiti Malaysia • Master of Science in Technologies for Broadband
Communication, University College London, London, UK
Perlis
• Bachelor of Science in Electrical Engineering,
• Bachelor of Science (Hons) in Economics & Business, Pennsylvania State University, Pennsylvania, USA
Hull University, United Kingdom
Professional Qualification/Membership(s)
Past Relevant Experience • Member of the Institution of Electrical Engineers (IEE)
• 2015-2018 – Board Member, Kulim Technology Park
Corporation Past Relevant Experience
• 2015-2018 – Member, Board of Governors, Universiti • 2017 – Head of Strategy, Community Financial
Sains Malaysia Services, Maybank Berhad
• 2015-2018 – Director of the National Institute of • 2016-2017 – Head, Group Transaction Banking
Channel and Infrastructure, Maybank Berhad
Biotechnology Malaysia (NIBM)
• 2014-2016 – Chief Strategy Officer, Head of CEO’s
• 2010-2018 – Chief Executive, Northern Corridor Office and Regional IT Head, Maybank Investment
Implementation Authority Berhad (MIBB) and Maybank Kim Eng (MKE)
• 2004-2009 – Managing Director, Cyberview Sdn Bhd • 2010-2016 – Managing Director, Strategy and
(Cyberjaya Development) Transformation for Global Wholesale Banking and
• 2002-2004 – Chief Operations Officer, Cyberview Sdn International Business, Maybank Berhad
Bhd (Cyberjaya Development) • 2005-2010 – Manager, Business Strategy, Process
Architect, System Integrator and Technology
Consultant, Accenture Sdn Bhd

NURASHIKHIN MD SHARIF Professional Qualification/Membership(s)


Chief People Officer • Nil

Past Relevant Experience


• 2013-2017 – Senior General Manager, Human Capital
Management, Securities Commission Malaysia
Nationality Age Gender • 2009-2011 – Country Head, Human Resource, Hewlett
Malaysian 48 Female Packard Malaysia
• 2006-2008 – Account Manager, Global, Shell Malaysia
Date Joined Trading HR
15 April 2019 • 1995-2006 – Remuneration Manager & HR Business
Partner/HR Manager, Learning & Organisation
Academic Qualification(s) Effectiveness/HR Manager, Recruitment & HRIS
• Degree in Human Resource & Mass Communication, (Unilever Malaysia Holdings Sdn Bhd)
Universiti Sains Malaysia
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109

GERARD YUEN YUN WEI Professional Qualification/Membership(s)


Chief Marketing & Sales Officer • New Zealand Institute of Chartered Accountants
(NZICA)
• Certified Information System Auditor (CISA)

Past Relevant Experience


Nationality Age Gender • 2017-2018 – Chief Sales Officer, Mah Sing Group
Malaysian 52 Male • 2012-2017 – Head, Marketing & Sales Property
Division, Sunway Group
Date Joined • 2008-2012 – General Manager and Head of IT, Sunway
1 March 2018 City
• 2004-2007 – General Manager and Head of IT, Sunway
Academic Qualification(s) Group
• Bachelor of Accounting, Canterbury University, • 1997-2004 – IT Manager/Senior Manager, Sunway
Christchurch, New Zealand Group

CHOO SUIT MAE RAYMOND CHONG CHEE ON


Group General Counsel Senior General Manager, Development Services

Nationality Age Gender Nationality Age Gender


Malaysian 59 Female Malaysian 60 Male

Date Joined Date Joined


21 November 2017 2 June 1988

Academic Qualification(s) Academic Qualification(s)


• LLM in Corporate and Commercial Law, King’s College, • Bachelor of Urban and Regional Planning, Universiti
University of London Teknologi Malaysia, Kuala Lumpur
• LLB, University of East Anglia, United Kingdom
Professional Qualification/Membership(s)
Professional Qualification/Membership(s) • Attended the Senior Management Development
• Bar Council of Malaysia Programme, Harvard Business School (2002)
• The Law Society of England and Wales
• Attended the Advanced Business Management
• Member of the Law Society of Hong Kong
Programme, IMD (2012)
Past Relevant Experience
• 2011-2017 – Group General Counsel, Sime Darby Past Relevant Experience
Holdings Berhad • 2015-2017 – Senior Vice President, Development
• 2010-2011 – Head – Group Legal, Sime Darby Services, Sime Darby Property Berhad
Holdings Berhad • 2014-2015 – Head, Region 1, Sime Darby Property
• 2007-2008 – VP I, Legal Mergers & Acquisition, Group Berhad
Strategy and Business Development, Sime Darby • 2013-2014 – Head, Development Operations 1 –
Holdings Berhad Property Development 1, Sime Darby Property Berhad
• 2007 – Group Head – Legal (Mergers & Acquisitions), • 2012-2013 – Acting Head, Development Operations 1,
Sime Darby Holdings Berhad Sime Darby Property Berhad
• 2006-2007 – Group Head – Legal (Mergers & • 2011-2012 – Head, Projects – SJCC/Taipan City, Sime
Acquisitions), Kumpulan Sime Darby Berhad Darby Property Berhad
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Executive Leadership PROFILE

TANG AI LEEN Professional Qualification/Membership(s)


Chief Risk, Integrity & Compliance Officer • Member of Malaysian Institute of Certified Public
Accountant

Past Relevant Experience


• 2017 – Head of Compliance, Sime Darby Plantation
Nationality Age Gender Berhad
Malaysian 49 Female • 2012-2017 – Head, Group & Divisional Compliance,
Sime Darby Holdings Berhad
Date Joined • 2007-2012 – Associate Director,
24 November 2017 PricewaterhouseCoopers Advisory Sdn Bhd
• 2005-2007 – Senior Manager, KPMG Forensic, KPMG
Academic Qualification(s) Australia
• Master Degree in Forensic Accounting, University of • 1994-2005 – Associate Director, KPMG Consulting
Wollongong, Australia Services Sdn Bhd
• Bachelor in Accounting and Finance, Middlesex
University London, UK

ARAVINDAN S/O K. DEVAPALAN MORIAMI MOHD


Chief Assurance Officer Group Secretary

Nationality Age Gender Nationality Age Gender


Malaysian 47 Male Malaysian 46 Female

Date Joined Date Joined


5 March 2018 18 March 2005

Professional Qualification/Membership(s)
Professional Qualification/Membership(s) • Fellow of the Malaysian Institute of Chartered
• Chartered Association of Certified Accountants (ACCA) Secretaries and Administrators (MAICSA)
• Fellow member of the Chartered Association of
Certified Accountants (ACCA) Skills and Experience
• Member of Malaysian Institute of Accountants • She has more than 20 years working experience in
corporate secretarial practice and advisory works,
which include various corporate exercises such as
Past Relevant Experience mergers, acquisitions, joint ventures and listing. She is
• 2012-2017 – Chief Internal Auditor/Head of Group responsible for the overall corporate secretarial
Internal Audit, Wah Seong Corporation Berhad functions of Sime Darby Property Berhad Group.
• 2012 – Audit Director, KPMG (Malaysia)
Past Relevant Experience
• 2005-2012 – Senior Manager, PricewaterhouseCoopers • 2004-2007 – Joined Kumpulan Guthrie Berhad Group
(Malaysia & Los Angeles) in year 2004 and last held position was Group
Secretary of Kumpulan Guthrie Berhad, Highlands &
Lowlands Berhad and Guthrie Ropel Berhad
• 2000-2004 – Appointed as Assistant Company
Secretary of Malaysia Airports Holdings Berhad
(MAHB) in year 2000. Subsequently appointed as
Company Secretary of MAHB in year 2001
• 1995-2000 – Held various secretarial positions in
Securities Services (Holdings) Sdn Bhd
ENSURING INTEGRITY AND GOVERNANCE
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111

AHMAD SHAHRIMAN JOHARI


Head, Corporate Communications
(Resigned on 31 March 2020)

Nationality Age Gender


Malaysian 44 Male

Date Joined
1 July 2017

Academic Qualification(s)
• Bachelor of Arts, Acadia University, Canada

Past Relevant Experience


• 2015-2017 – Head, Corporate Communications, Sime
Darby Berhad
• 2014-2015 – Head, Public Relations, Sime Darby
Berhad
• 2012-2014 – Head of External Communication, Sime
Darby Berhad
• 2004-2011 – Chief News Editor, Business Times, New
Straits Times
• 2002-2004 – Correspondent, Reuters News Agency
112 A N N U A L R E P OR T 2 0 1 9

SIME DARBY PROPERTY BERHAD ORGANISATION STRUCTURE


FY2019 – CORPORATE

TOP MANAGEMENT & SENIOR MANAGEMENT


ORGANISATION STRUCTURE (GMD-1 & GMD-2 LEVELS)

ACTING GROUP CHIEF EXECUTIVE OFFICER

DATO’ WAN HASHIMI ALBAKRI WAN AHMAD


AMIN JAFFRI

CHIEF RISK, INTEGRITY & CHIEF ASSURANCE OFFICER


COMPLIANCE OFFICER

TANG AI LEEN ARAVINDAN K. DEVAPALAN

GROUP CHIEF FINANCIAL CHIEF STRATEGY CHIEF PEOPLE


OFFICER OFFICER OFFICER

MOHAMMAD FAIRUZ
BETTY LAU SUI HING NURASHIKHIN MD. SHARIF
MOHD RADI

1. FINANCIAL REPORTING & 1. STRATEGIC PLANNING & 1. HUMAN RESOURCES


BUDGETING INVESTMENTS 2. ADMINISTRATION
2. TREASURY, CREDIT 2. TRANSFORMATION OFFICE 3. SECURITY MANAGEMENT
MANAGEMENT & INSURANCE 3. INNOVATION
3. TAXATION 4. STRATEGIC MASTER PLANNER
4. INVESTOR RELATIONS
5. INFORMATION TECHNOLOGY
ENSURING INTEGRITY AND GOVERNANCE
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113

GROUP SECRETARY

MORIAMI MOHD

GROUP GENERAL CHIEF MARKETING & HEAD, CORPORATE CHIEF EXECUTIVE


COUNSEL SALES OFFICER COMMUNICATIONS OFFICER, LEISURE

AHMAD SHAHRIMAN
CHOO SUIT MAE GERARD YUEN YUN WEI JOHARI STEVEN ALLAN THIELKE
(Resigned on 31 March 2020)

1. CORPORATE/COMMERICAL 1. MARKETING & SALES 1. PUBLIC RELATIONS & 1. GOLF COURSES


M&A 2. INNOVATION & NEW EVENT MANAGEMENT 2. CONVENTION CENTRE
2. DISPUTE RESOLUTION VENTURES 2. INTERNAL 3. BAYUEMAS SPORTS
3. SPA AND REAL ESTATE 3. DIGITAL MARKETING COMMUNICATIONS COMPLEX
RELATED 4. SALES OPERATIONS 3. SOCIAL PERFORMANCE &
SPONSORSHIP
5. INTEGRATED, TOWNSHIP &
STATUTORY 4. CORPORATE AFFAIRS &
STAKEHOLDER
6. MARKETING & BRANDING
MANAGEMENT
7. CUSTOMER EXPERIENCE
114 A N N U A L R E P OR T 2 0 1 9

SIME DARBY PROPERTY BERHAD ORGANISATION STRUCTURE


FY2019 – OPERATIONS

TOP MANAGEMENT & SENIOR MANAGEMENT


ORGANISATION STRUCTURE (GMD-1 & GMD-2 LEVELS) (CONT.)

ACTING GROUP CHIEF EXECUTIVE OFFICER

DATO’ WAN HASHIMI ALBAKRI WAN AHMAD


AMIN JAFFRI

CHIEF EXECUTIVE OFFICER,


ACTING GROUP CHIEF EXECUTIVE OFFICER/
MALAYSIA VISION VALLEY &
CHIEF OPERATING OFFICER-TOWNSHIP
DIRECTOR OF INVESTMENT

DATUK REDZA RAFIQ


ABDUL RAZAK

1. MVV DEVELOPMENT
2. OPERATIONS SERVICES
3. INDUSTRIAL & LOGISTICS
DEVELOPMENT
4. BUSINESS DEVELOPMENT GENERAL
5. INVESTMENT MANAGEMENT GENERAL GENERAL MANAGER,
GENERAL
MANAGER, MANAGER, BUSINESS
MANAGER, SDPS
BUSINESS UNIT 1 BUSINESS UNIT 2 UNIT 3 (NEGERI
SEMBILAN)

KAMARUL APPOLLO
IR MOHD IDRIS MOHD JALANI
ARIFFIN ABDUL LEONG YONG
ABDULLAH MOHD SAID
SAMAD KUAN

1. PAGOH 1. ELMINA WEST 1. BBR 1, 2 & 3 1. NILAI IMPIAN 1&2


EDUCATION HUB 2. ELMINA EAST, 2. SERENIA CITY 2. BDR AINSDALE
DENAI ALAM & 3. BBR 4 3. CHEMARA HILLS
BUKIT SUBANG
4. PLANTERS’ HAVEN
3. BUKIT JELUTONG
& USJ HEIGHTS
4. KOTA ELMINA &
LAGONG
5. PULAU CAREY
(NEW)
ENSURING INTEGRITY AND GOVERNANCE
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115

HEAD, PROGRAMME CHIEF OPERATING OFFICER –


HEAD PROCUREMENT
MANAGEMENT OFFICE INTEGRATED

NAZAR MOHD IDRUS QUEK CHAM HONG ASRIZAL MOHD ARIF

1. PROCUREMENT OPERATIONS
2. PROCUREMENT STRATEGY

GENERAL SENIOR GENERAL


GENERAL GENERAL
MANAGER, MANAGER HEAD, JV-
MANAGER, MANAGER,
BUSINESS UNIT 3 DEVELOPMENT INTEGRATED
BUSINESS UNIT 4 BUSINESS UNIT 5
(JOHOR) SERVICES

RAYMOND MOHAMED
PRAKASH IR SIMON SANDY,
CHONG SUFFIAN BIN
PRASANNAN SIVANANTHAN EE POOI BOON
CHEE ON JOHARI

1. BDR UNIVERSITI 1. MAIN INFRA & 1. KLGCC RESORT 1. SJCC


PAGOH LANDSCAPE 2. MELAWATI 2. SJ7
2. TAMAN PASIR 2. PRODUCT 3. KL EAST & 3. PUTRA HEIGHTS
PUTIH DEVELOPMENT & SAUJANA IMPIAN 4. THE GLADES
INNOVATION (PDI)
4. ARA DAMANSARA
3. LAND
MANAGEMENT
4. STAKEHOLDER
RELATION
116 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Board of Directors (“Board”) of Corporate Governance Framework


Sime Darby Property Berhad The Board is committed to ensuring that there is a strong
and effective system of corporate governance in place to
(“Sime Darby Property” or support the successful execution of the Group’s strategy.
“the Company”) is resolute that in In discharging its roles and responsibilities, the Board is
building a sustainable business, guided by a Board Charter which sets out the roles,
functions, composition, operations and processes of the
providing strong returns for our Board and Board Committees. The Board Charter is
reviewed and updated from time to time to reflect relevant
shareholders and ensuring that Sime changes to the policies, procedures and processes as well
Darby Property Group (“the Group”) as amendments to rules and regulations to ensure it
remains relevant and consistent with the applicable rules
remains competitive, it is vital to foster and recommended best practices.
a culture that places uncompromised The Board Charter is available on the Company’s corporate
integrity, transparency, accountability website at www.simedarbyproperty.com/who-we-are/
corporate-governance.
and ethics in its conduct.
The Group has a robust Corporate Governance Framework
The Board is committed to and remains focused in ensuring embedded within its system and is committed to fostering
that the Company maintains its course in achieving a culture of adherence that values personal and corporate
immediate and long-term value creation in order to sustain integrity as well as accountability. The Board regularly
the Group’s long-term performance and shareholders’ reviews the Corporate Governance Framework to ensure
value, while aligning with the interests of other that it keeps abreast of relevant corporate governance best
stakeholders. practices and regulatory requirements.

For the Board, corporate governance is a fundamental The Group’s Corporate Governance Framework is
process that is essential towards achieving long-term consistent with and conforms to the requirements,
shareholders’ value amidst an increasingly challenging statutory provisions, guidelines, principles and best
operating environment. In an effort to actualise the practices as articulated in, amongst others, the following:
principles of good governance, the Board continuously
strives to enhance governance practices and processes 1) Companies Act 2016.
across the Group through a culture that embeds the
highest standards of good governance in every aspect of 2) Main Market Listing Requirements
the Group’s operations. In this way, the Group is able to (“Listing Requirements”) issued by Bursa Malaysia
conduct business in an ethical, fair, transparent and Securities Berhad (“Bursa Malaysia”).
responsible manner, building on its strong reputation as an
organisation that breathes integrity in its business 3) Malaysian Code on Corporate Governance (“MCCG”)
practices. published by the Securities Commission in year 2017.

As a testament to the Board’s commitment in upholding 4) Corporate Governance Guide 3rd Edition 2017
the highest standards of corporate governance, Sime Darby (“CG Guide”) published by Bursa Malaysia.
Property received the “Industry Excellence Award for
Property Industry” and “Best Integrated Reporting Award
– Platinum Award” at the National Annual Corporate
Report Awards (“NACRA”) 2019.
GOVERNANCE
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Shareholders

Board of Directors

Nomination & Risk Management Board Tender Special


Audit
Remuneration Committee Committee Committee
Committee
Committee

Group Managing Director

Group Management Group Investment Group Tender Governance Oversight


Committee Committee Committee Management
Committee

Pursuant to Bursa Malaysia’s corporate governance disclosure requirements under Paragraph 15.25 and Practice Note 9 of
the Listing Requirements, the Board is pleased to set out a summary of the Group’s corporate governance practices
during the financial year under review in this Corporate Governance Overview Statement (“CG Overview Statement”),
giving shareholders and investors vital insights into the key focus areas in relation to these practices.

The status of Sime Darby Property’s application of the MCCG is disclosed in our Corporate Governance Report
(“CG Report”) for the financial year ended 31 December 2019 which is available on the Company’s corporate website at
www.simedarbyproperty.com.

This CG Overview Statement is to be read together with the CG Report.


118 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS


Principal Roles and Responsibilities of the Board
The Board is primarily entrusted with the overall governance of the Group. In ensuring the long-term success of the Group
and delivery of sustainable value to its stakeholders, the Board provides effective leadership, promotes and protects the
interests of its shareholders, exercises reasonable and proper care of the Group’s resources as well as safeguards its
assets.

In discharging the Board’s responsibilities, the Board provides expertise, thought leadership and advice to the
Management, champions good governance, high ethical standards and practices.

The key activities of the Board during the financial year under review were as follows:

• Strategy Blueprint and Budget for the • SHIFT20 Transformation Plan


Financial Years 2020 to 2023

• Strategic Opportunities • Strategic Review on the Group’s


STRATEGY Investments

• Revised Group Policies & Authorities • Group Risk Management Framework

• Group Compliance Management • Quarterly Risk & Compliance Report


RISK, Framework
COMPLIANCE
AND OVERSIGHT • Quarterly Audit Status Report • Quarterly Key Litigation and
Arbitration Cases

• 2018 Annual Report Statements • Corporate Governance Report to Bursa


Malaysia

• Selection Process and Appointment of • Directors’ Remuneration Framework


Group Managing Director and Proposed Revision to the
Remuneration Package for Non-
Executive Directors of the Company
GOVERNANCE

• Board Effectiveness Evaluation • Review of Board Composition

• Directors’ Training Framework • Succession Planning


GOVERNANCE
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INDIVIDUAL ROLES OF THE BOARD MEMBERS The Chairman leads the Board in setting key policies and
directions and ensures that the Board fulfils its obligations
Effective working of the Board is imperative to the
under the Board Charter.
long-term prospects and strategic aims of the Company.
The Board achieves this through strong, transparent and
The findings of the Board Effectiveness Evaluation (“BEE”)
open working relationships between the Directors.
exercise conducted in respect of the financial year under
review had shown strong leadership of the Chairman,
DEMARCATION OF RESPONSIBILITIES BETWEEN THE
Tan Sri Dr. Zeti Akhtar Aziz in managing Boardroom
NON-EXECUTIVE CHAIRMAN, GROUP MANAGING
dynamics effectively by providing an open environment
DIRECTOR AND NON-EXECUTIVE DIRECTORS
that encourages participation and active debate amongst
Non-Executive Chairman and Group Managing Director Directors. The Chairman also provides excellent
stewardship and guidance and has ensured that there is
The roles and responsibilities of the Non-Executive
continued focus on addressing critical matters and issues.
Chairman and the Group Managing Director are separated,
Directors cited the Chair’s strengths in sharing her
clearly defined and documented in the Board Charter.
experience and providing guidance to Board members and
Management whilst setting a strong tone at the top on
The positions of Non-Executive Chairman and Group
risk, compliance and governance matters.
Managing Director are held by different individuals to
ensure optimal balance, resulting in accountability and
GROUP MANAGING DIRECTOR
enhanced decision-making at Board level.
The Group Managing Director is presently the sole
The hierarchical structure with a focused approach and a Executive Director on the Board. The Group Managing
distinct division of responsibilities ensures a balance of Director is primarily responsible for the development and
power and authority, such that no one individual has implementation of the Group’s long-term strategy and
unfettered powers of decision-making. vision that will lead to the creation of long-term prosperity
and stakeholder value together with his responsibilities for
Non-Executive Chairman the day-to-day management and operations of the Group’s
business. He is accountable to the Board for the financial
The Chairman, who is a Non-Independent Non-Executive
management and reporting, including forecasts and
Director (“Chairman”), is responsible for providing
budgets of the Group.
appropriate leadership to the Board and the Group to
ensure its smooth functioning and the fulfilment of its
The Group Managing Director shoulders the responsibility
obligations to the Group. The Chairman is primarily
of fostering a corporate culture that promotes ethical
responsible for setting the values and ethical standards of
practices, encourages individual integrity and the fulfilment
the Group, instilling good corporate governance practices,
of the Group’s corporate social responsibilities.
leadership and effectiveness of the Board and ensures that
procedures and processes are in place to facilitate effective
The responsibilities of the Group Managing Director also
conduct of the business of the Board.
include formulating and overseeing implementation of
major corporate policies, developing the business direction
The Chairman presides over Board meetings, stimulates
of the Group and ensuring that the business strategies are
debates on issues and encourages positive contributions
effectively executed in line with the Board’s direction as
from each Board member. The Chairman ensures that
well as recommending suitable management structures and
Directors are properly briefed on issues arising at Board
operating authority levels.
meetings and there is sufficient time allowed for discussion
on complex or contentious issues and where appropriate,
arranges for informal meetings beforehand to enable
thorough preparation so that ultimately, decisions can be
made on a sound and well-informed basis.
120 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Group Managing Director is assisted by the Their role is to constructively challenge Management and
Management Committees in the management of the monitor the successful delivery of approved targets and
Company’s business to achieve its corporate targets and business plans within the risk appetite set by the Board.
plans. Whilst they provide an effective oversight over the
Management, Non-Executive Directors do not participate
During the financial year under review, the position of in the day-to-day management of the Group. They do not
Group Managing Director of Sime Darby Property was held engage in business dealings or other relationships with the
by Dato’ Sri Amrin Awaluddin. The Board accepted Group (other than in situations permitted by applicable
Dato’ Sri Amrin Awaluddin’s early cessation of contract on regulations) that could be reasonably perceived to
3 May 2019. The Board also bade farewell to Datuk Tong materially interfere with the exercise of their independent
Poh Keow, Executive Director of Sime Darby Property, judgement or the ability to act in the best interests of the
who resigned on 31 May 2019. Company. All Directors must exercise their judgement
independently, irrespective of their status.
Subsequent to Dato’ Sri Amrin Awaluddin’s resignation,
the Nomination and Remuneration Committee (“NRC”) Independent Non-Executive Directors are appointed to
commenced the process of identifying potential internal ensure objectivity to the oversight function of the Board
and external candidates to assume the Group Managing and evaluate the performance and well-being of the
Director’s position. Pending the appointment of a new Company without having any conflict of interest or undue
Group Managing Director and upon due consideration, the influence.
Board appointed Dato’ Wan Hashimi Albakri W.A.A Jaffri,
the Chief Operating Officer (Township Development) as the The Independent Non-Executive Directors engage
Acting Group Chief Executive Officer of Sime Darby proactively with the Management and with both the
Property with effect from 3 May 2019. internal and external auditors. They play a significant role
in bringing objectivity and scrutiny to the Board’s
The Board together with the NRC conducted a rigorous and deliberations and decision-making and provide independent
robust selection process for the appointment of the right views, suggestions and assessments to ensure that there
candidate to assume the position of Group Managing are check and balance in the functioning of the Board.
Director. Upon recommendation of the NRC, the Board
appointed Dato’ Azmir Merican Dato’ Azmi Merican as the Dato’ Jaganath Derek Steven Sabapathy, the Senior
Group Managing Director of Sime Darby Property with Independent Non-Executive Director acts as a sounding
effect from 22 April 2020. In tandem with Dato’ Azmir board for the Chairman and serves as an intermediary for
Merican’s appointment as Group Managing Director, the other Non-Executive Directors where necessary and on
Dato’ Wan Hashimi will resume his critical role and position matters that are deemed sensitive. He also provides an
as Chief Operating Officer (Township Development). alternative avenue of communication for shareholders and
stakeholders to convey their concerns and raise any issues
NON-EXECUTIVE DIRECTORS so these can be channeled to and addressed by the
relevant parties. The Senior Independent Non-Executive
All Non-Executive Directors of the Company are
Director, in common with the other Non-Executive
independent of Management. The Non-Executive Directors
Directors, has the same legal responsibilities to the Group
scrutinise the performance of Management in meeting key
as all other Directors.
performance targets and monitor the reporting of
performance. The Non-Executive Directors must be
The Non-Executive Directors, either individually or
satisfied on the integrity of financial/non-financial
collectively as a Board, are at liberty to seek independent
reporting of the Company and that financial controls and
professional advice on matters relating to the fulfilment of
system of risk management are robust and defensible.
their roles and responsibilities. The costs of procuring
these professional services are borne by the Company.
GOVERNANCE
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BOARD COMMITTEES

Under the Group’s Corporate Governance Framework, certain responsibilities of the Board are delegated to Board
Committees and the Group Managing Director to ensure effectiveness in carrying out its responsibilities and functions.
During the financial year under review, the Board is assisted by the following Board Committees:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Risk Management Committee; and
4. Board Tender Committee.

These Board Committees function according to their respective Terms of Reference as approved by the Board, and report
to the Board on matters considered and recommended by them. Nevertheless, the Board remains responsible for the final
decision/exercise of powers by the Board Committees as if they had decided/exercised it themselves.

The Terms of Reference of the Audit Committee (“AC”), NRC and Risk Management Committee (“RMC”) are available on
the Company’s website at www.simedarbyproperty.com/who-we-are/corporate-governance.

On 16 January 2020, the Board approved the establishment of a temporary Special Committee of the Board primarily to
oversee and monitor the implementation of the Board’s decisions and to provide strategic guidance to the Group as
delegated by the Board in the Special Committee’s Terms of Reference. The tenure of the Special Committee shall
continue up to Third (“3rd”) Quarter 2020 and if deemed necessary by the Board, shall be extended for another three (3)
months (or up to the Fourth (“4th”) Quarter 2020).

The summary of roles, responsibilities and composition of the Board Committees are as follows:

Board Committees Roles


Audit Committee Oversees the Group’s financial reporting process and practices,
Comprises four (4) members, all of whom are reviews the Group’s business process and system of internal controls,
Independent Non-Executive Directors. ensures implementation of an effective ethics programme across the
Group and assesses the suitability, objectivity and the independence
of both external auditors and internal audit function.

Nomination and Remuneration Committee Assists the Board in fulfiling its responsibilities with regard to the
Comprises five (5) members, three (3) of whom appropriate size and balance of the Board, the required mix of skills,
are Independent Non-Executive Directors. experience, knowledge and diversity of the Board.
All members are Non-Executive Directors.
Ensures that there is sufficient succession planning and human capital
development focus in the Group and recommends to the Board the
remuneration framework for the Non-Executive Directors, Executive
Directors and key critical positions of the Group.

Risk Management Committee Oversees the risk, compliance and integrity management frameworks
Comprises five (5) members, two (2) of whom and policies of the Group. The Committee supports the Board in
are Independent Non-Executive Directors. fulfiling its responsibility in identifying significant risks and ensuring
All members are Non-Executive Directors. the implementation of appropriate systems to manage the overall risk
exposure of the Group.

Board Tender Committee Evaluates and reviews tender awards valued above RM50 million up
Comprises five (5) members, three (3) of whom to RM300 million.
are Independent Non-Executive Directors
while the other two (2) members are the
Group Managing Director and a
Non-Independent Non-Executive Director.
122 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

Board Committees Roles


Special Committee Assists the Board in ensuring that the decisions of the Board on
Comprises four (4) members, two (2) of whom strategic matters, potential investments, business plans, budgets and
are Independent Non-Executive Directors. critical operational issues are carried out, implemented and/or
All members are Non-Executive Directors. monitored efficiently and effectively by the Management within the
requirements of good corporate governance practices.

Oversees and monitors the implementation of the Board’s decisions,


to make decisions in carrying out its roles and to provide strategic
guidance for the Group as delegated by the Board in its Terms of
Reference.

As the Board does not manage the day-to-day operations of the Group, the Management is given certain powers to
execute transactions under the Group Policies and Authorities, specifically the Limits of Authority. The Directors are also
fully aware that such delegation does not absolve them from their responsibilities as they remained responsible for the
exercise of powers by the Management as if such powers has been exercised by the Directors themselves.

GROUP SECRETARY

The Group Secretary of Sime Darby Property is qualified to The Group Secretary attends all Board and Board
act as company secretary under Section 235 of the Committees meetings and ensures that discussions and
Companies Act 2016. deliberations of the Board and Board Committees are
properly documented and recorded in a timely manner,
The Group Secretary plays an advisory role to the Board and subsequently communicated to the Management for
particularly with regard to Sime Darby Property’s appropriate actions. The Group Secretary further ensures
Constitution, Board policies and procedures as well as its that outstanding action items are properly tracked and
compliance with regulatory requirements and legislations. monitored until such items are addressed and where
necessary, reported to the Board.
Puan Moriami Mohd is currently the Group Secretary and
has been with the Group since year 2004. Puan Moriami is As part of good governance, pertinent comments and
a Fellow member of the Malaysian Institute of Chartered observations of each Director are also recorded in the
Secretaries and Administrators (“MAICSA”) and has minutes of meetings. The minutes of Board and Board
twenty-five (25) years of experience in corporate Committees meetings are circulated to all Directors/Board
secretarial practice. Committees members for their perusal and comments.
The Directors/Board Committees members may request for
The Group Secretary is responsible in facilitating effective further clarification or raise any comments on the minutes
information flows within the Board and Board Committees prior to the minutes being confirmed as a correct record of
and between Senior Management and Non-Executive the proceedings of the Board/Board Committees at the
Directors. All Directors have unrestricted direct access to subsequent meeting. The minutes of the Board Committees
the advice and services of the Group Secretary to facilitate are also presented to the Board for notation.
the discharge of their duties.
The Group Secretary is also tasked with organising and
facilitating the induction programme or onboarding session
for new Directors and the ongoing professional
development of all Directors.
GOVERNANCE
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The Group Secretary keeps herself abreast of the evolving Key decisions are always made at Board meetings while
regulatory changes and developments in corporate Directors’ Written Resolutions are confined to
governance through continuous training. administrative matters or to formalise matters that have
been deliberated at Board meetings. All Directors’ Written
Based on the findings of the BEE exercise conducted for Resolutions are supported with sufficient information to
the financial year under review, the Board commended the enable the Directors make informed decisions. Directors’
effectiveness of the Board administration and processes Written Resolutions passed by the Board are thereafter
and noted that the Group Secretary had provided tabled at the next Board meeting for notation.
effective, adequate and timely support to the Board.
Board meetings are convened immediately following the
The roles and responsibilities of the Group Secretary are finalisation of the Group’s quarterly and annual results for
clearly specified in the Board Charter. the Board’s review and approval prior to announcement to
Bursa Malaysia.
BOARD MEETINGS, ATTENDANCE AND ACCESS TO
INFORMATION At Board meetings, management progress reports and
updates on the Group’s performance are reviewed against
Prior to the Board and Board Committees meetings,
their expected targets and against the industry. The Board
a formal and structured agenda together with a set of
also deliberates and assesses amongst others, the viability
Board and Board Committees papers are forwarded to all
of business propositions and corporate proposals that are
Directors at least five (5) working days before the relevant
presented for consideration.
Board or Board Committees meetings to allow sufficient
time for the Directors to review and analyse relevant
During its meetings, the Board practices a strong culture
information and if necessary, obtain further information on
of open debate and engages in robust deliberations of
matters to be deliberated. Occasionally, the Board or
key matters in the agenda.
Board Committees meetings may be called at shorter
notice when critical decisions are required to be made.
Relevant members of the Senior Management attend Board
Urgent papers may be presented for tabling at Board
meetings by invitation and report to the Board on matters
and/or Board Committees meetings under ‘Any Other
pertinent to their respective areas of responsibility,
Business’ subject to the approval of the Chairman and the
to present new proposals or to brief on actions
Group Managing Director/Acting Group Chief Executive
implemented pursuant to recommendations made by
Officer.
the Board.

Access to Board papers is carried out online, through a


The Chairman of the AC and the Chairman of the NRC
collaborative software which allows the Directors to
would also brief the Board on the salient views,
securely access, read and review Board papers and confer
recommendations, significant issues and findings which
with each other and the Group Secretary electronically
require the Board’s attention and/or approval. The Board is
anytime and anywhere.
likewise briefed by the respective Chairmen of the RMC,
Board Tender Committee and Special Committee on salient
Directors have direct access to the Management and have
matters/issues raised by the said Board Committees which
unrestricted access to any information relating to the
require the Board’s approval/direction/information.
Group to enable them to discharge their duties.
Where a potential conflict of interest arises, the Directors
The Board meets at least once in every quarter in a
are required to make an immediate declaration to the
financial year. Special meetings may be convened as and
Board if they have any interest in transactions to be
when necessary to consider and deliberate urgent
entered into directly or indirectly with the Group.
proposals or matters that require the Board’s expeditious
A Director is required to abstain from participating in the
review or consideration. Meeting dates are scheduled in
deliberation and decision of the Board on all matters which
advance (before the commencement of each calendar year)
he/she has interest.
to enable the Directors to plan their schedules ahead.
Directors are expected to allocate sufficient time to
perform their responsibilities effectively, including
adequate time to prepare for Board meetings.
124 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Directors continued to be fully committed in carrying out their duties and responsibilities as reflected by their
attendance at the Board meetings held during the financial year under review. They have shown exemplary commitment in
terms of time devoted to prepare and attend Board meetings and by having a sound understanding of the Group’s
business as well as relevant regulatory and market developments.

In compliance with Paragraph 15.06 (1) of the Listing Requirements, each member of the Board holds not more than
five (5) directorships in public listed companies. This enables the Directors to focus and devote sufficient time in
discharging their duties and responsibilities effectively. During the financial year under review, the Directors notified the
Group Secretary as and when they were appointed to other Boards.

During the financial year under review, the Board met seven (7) times, four (4) of which were scheduled meetings.
Directors who were unable to attend a particular Board or Board Committee meeting, were encouraged to provide their
views and comments on matters to be discussed, to the Chairman or the Group Secretary in advance.

All Directors have more than adequately complied with the minimum requirements on attendance at Board meetings as
stipulated in the Listing Requirements (i.e. 50 percent attendance).

DIRECTORS’ ATTENDANCE FOR THE FINANCIAL YEAR 2019

Details of attendance of each Director at Board meetings held during the financial year under review are depicted below:

Director Designation Attendance

Tan Sri Dr. Zeti Akhtar Aziz Non-Independent 6/7


Non-Executive Chairman
Dato' Jaganath Derek Steven Sabapathy Senior Independent 6/7
Non-Executive Director
Tengku Datuk Seri Ahmad Shah Alhaj ibni Almarhum Sultan Salahuddin Independent 6/7
Abdul Aziz Shah Alhaj Non-Executive Director
Dato’ Johan Ariffin Non-Independent 7/7
(Redesignated from Independent Non-Executive Director to Non-Executive Director
Non-Independent Non-Executive Director on 30 December 2019)
Datuk Dr. Mohd Daud Bakar Non-Independent 7/7
Non-Executive Director
Dato' Seri Ahmad Johan Mohammad Raslan Independent 6/7
Non-Executive Director
Datin Norazah Mohamed Razali Independent 7/7
Non-Executive Director
Encik Rizal Rickman Ramli Non-Independent 7/7
Non-Executive Director
Datuk Poh Pai Kong Independent 7/7
Non-Executive Director
Dato' Sri Amrin Awaluddin Group Managing Director 2/2 *
(Resigned on 3 May 2019)
Datuk Tong Poh Keow Executive Director 3/4 *
(Resigned on 31 May 2019)

* Reflects the number of meetings held during their tenure in office and attended by them.
GOVERNANCE
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Board Effectiveness
BOARD COMPOSITION

The Board is diverse in demographics, skills and Approval of the shareholders was obtained at the
experience. Company’s last Annual General Meeting (“AGM”) held on
2 May 2019 for Tengku Datuk Seri Ahmad Shah, who had
The Board comprises a majority of Independent reached the nine (9)-year cumulative tenure limit on
Non-Executive Directors who promote independent 30 December 2019, to be retained as an Independent
judgement and diverse mindsets, expertise and experience. Non-Executive Director until the next AGM of the
The uniqueness of the Board composition allows the Board Company scheduled to be held on 26 June 2020.
to draw on a diverse yet balanced group of individuals to Pursuant thereto, the NRC and the Board, save for
provide insights, perspectives and independent judgement Tengku Datuk Seri Ahmad Shah, had considered the
to lead and direct the business of the Group. suitability of Tengku Datuk Seri Ahmad Shah as an
Independent Non-Executive Director and agreed that he
As at the date of this CG Overview Statement, the Board, should continue to act as an Independent Non-Executive
consists of nine (9) members as follows: Director of the Company subject to approval of the
• Five (5) Independent Non-Executive Directors; and shareholders at the forthcoming AGM.
• Four (4) Non-Independent Non-Executive Directors
including the Chairman. In accordance with the MCCG, the Board, through the
NRC, had undertaken relevant assessments and being
The composition of the Board is in line with the requirements satisfied, recommended for Tengku Datuk Seri Ahmad Shah
of Paragraph 15.02 of the Listing Requirements and MCCG’s to continue to serve as Independent Non-Executive
Practice 4.1 for Large Companies. Director based on the following justifications:

• Tengku Datuk Seri Ahmad Shah has fulfilled the criteria


The profile of each member of the Board is presented under the definition of Independent Non-Executive
on pages 95 to 103 of this Annual Report. Director as stated in the Listing Requirements and
continues to exercise independent judgment and due
In congruence with the MCCG’s Practice 4.2, which care during his present tenure
discourages an independent director from serving more
than nine (9) years, the Board Charter has adopted the • Tengku Datuk Seri Ahmad Shah and the other
nine (9)-year rule for its Independent Non-Executive Independent Non-Executive Directors each function as a
Directors. Upon completion of nine (9) years, an check and balance to the Board and exercise objectivity
Independent Non-Executive Director shall be redesignated as Independent Non-Executive Directors
as a Non-Independent Non-Executive Director. If the Board • Tengku Datuk Seri Ahmad Shah has contributed in his
intends to retain an Independent Non-Executive Director roles as Independent Non-Executive Director, Chairman
beyond nine (9) years, it shall justify and seek shareholders’ of the Board Tender Committee and Member of the
approval annually. Risk Management Committee

During the financial year under review, two (2) • Tengku Datuk Seri Ahmad Shah has vast experience and
Independent Non-Executive Directors, namely strong knowledge in the property sector
Tengku Datuk Seri Ahmad Shah Alhaj ibni Almarhum Sultan • Tengku Datuk Seri Ahmad Shah has devoted sufficient
Salahuddin Abdul Aziz Shah Alhaj and Dato’ Johan Ariffin time and attention to his professional obligations to the
had reached their cumulative terms of nine (9) years. Company for informed and balanced decision making
126 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

Dato’ Johan Ariffin, who was appointed to the Board on Nonetheless, the Board agreed that notwithstanding the
31 December 2010, had reached the nine (9)-year adequate composition, the potential inclusion of new
cumulative tenure on 30 December 2019, and was Board members who could bring on board specialist
redesignated from Independent Non-Executive Director to experience and expertise in the following areas should also
Non-Independent Non-Executive Director upon reaching be considered:
the ninth (9th) year. Dato’ Johan Ariffin, who is also due to
• Property development experience (i.e. worked
retire by rotation under Rule 111 of the Company’s extensively in the industry with technical experience
Constitution, had informed the Board of his intention not and expertise)
to seek re-election. Accordingly, he will retire at the
conclusion of the Company’s forthcoming AGM. • Industry analyst experience, specifically in property
development who is able to share holistic insights on
During the financial year under review, the NRC reviewed the industry
the composition of the Board taking into consideration the
• Business development and branding
mix of skills, competencies, experience, integrity, personal
attributes and time commitment required of an individual • Legal
Director to effectively fulfil his or her role as a Director on
the Board. Diversity in terms of age, gender and ethnicity • Technology, particularly in the area of smart
were also considered. technology and Big Data

In the BEE exercise conducted during the financial year The Board agreed on the selection criteria for the
under review, the findings indicated that the Directors proposed new Director(s) taking into consideration the
considered favourably the current Board composition. appropriate mix of skills, experience and strength in
The BEE results also showed that the current composition qualities which would be relevant for the Board to ensure
reflects balance and fit to provide governance and it is duly readied to manage the evolving competitive
stewardship to the organisation. Moving forward, landscape and technological changes and with reference to
the Board intends to further enhance its composition in the Company’s objectives and goals.
ensuring diversity and inclusivity in decision-making
process. As of the date of this CG Overview Statement, the process
of recruiting an Independent Non-Executive Director with
The Board also agreed to maintain the optimum Board size the relevant experience and expertise in any one of the
of not more than 12 as this would reflect a good balance specific areas that the Board had identified in order to
of experience, expertise, mix of skill sets and strength in complement and strengthen the Board in discharging its
duties effectively, is currently ongoing.
qualities relevant to the Board. The Board further opined
that the Directors had during the financial year under
During the financial year under review, the Board together
review, contributed to a Boardroom atmosphere of active
with the NRC conducted a rigorous and robust selection
dialogue, participation and debate.
process for the appointment of the right candidate to
assume the position of the Group Managing Director
following the resignation of Dato’ Sri Amrin Awaluddin on
3 May 2019. The steps undertaken by the NRC included
sourcing of potential candidates from internal and external
sources, reviewing and shortlisting of potential candidates
and determining the remuneration package of the Group
Managing Director. Factors such as qualifications, age,
relevant experience, leadership track and industry exposure
were considered by the NRC in assessing potential
candidates. After due process, the Board accepted and
approved the recommendation of the NRC for the
appointment of Dato’ Azmir Merican Dato’ Azmi Merican as
the Group Managing Director of the Company with effect
from 22 April 2020. The announcement to Bursa Malaysia
notifying the appointment was released by the Company
on 28 January 2020.
GOVERNANCE
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BOARD DIVERSITY

The Board is committed to ensuring diversity and The sourcing of candidates and recruitment exercise that
inclusiveness in its composition and decision-making embraces gender, race and ethnicity diversity in the Board
process based on the Board Composition Policy Framework. remain as a priority on the Board’s corporate governance
The Board embraces the positive and value-relevant impact agenda.
that diversity in the Board brings to the Group. The Board
considers diversity from a broad range of perspectives The Board is of the view that a truly diverse and inclusive
including skills, background, knowledge, international and Board will not only be able to leverage the differences in
industry experience, culture, independence, age, ethnicity, perspectives, industry experience, knowledge and skill, it
gender, and length of service. will also help the Group retain its competitive industry
edge.
The current Directors bring with them years of experience
in managing sustainable business growth and collectively
represent a formidable leadership with diversity in
perspectives that support effective decision-making. In the
rapidly transforming and evolving business environment,
diversity is important to remain relevant and sustainable.

The current Board’s diversity is depicted in the following matrix:

Ethnicity Gender Nationality

Chinese

11%
Indian
11%

Malays 78% Male


100%
78% 22%
Female All Malaysian

Age Band Tenure


50 years old
more than
to 59 years old 40 years old less than
5 years but
to 49 years old 2 years
11% less than
22% 22%
9 years
34%

11% 70 years old


to 79 years old

56% 44%
60 years old more than
to 69 years old 2 years but
less than 5 years
128 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Board currently has two (2) women Directors, All candidates are considered taking into account the mix
one (1) of whom is the Chairman. The Board supports the of skills, competencies, experience, integrity, personal
Government’s aspirational target of 30 percent attributes and time commitment required to effectively
representation of women Directors. Hence, although the fulfil his/her role as a Director.
Board has met its internal target of maintaining at least
two (2) women Directors pursuant to the Board Based on the Board’s composition and requirements,
Composition Policy, the Board size still falls short of the the NRC considers primarily the candidates’ propriety and
required target number. The pursuit to actively source for suitability for appointment based on their skills, perceived
suitable women candidates will continue to be a priority of ability to work cohesively with other members of the
the Board and NRC’s corporate governance agenda in the Board, specialist knowledge, experience, probity and
new financial year. integrity. The NRC submits its recommendation thereafter
to the Board for decision.
During the financial year under review, the Board also
assessed the independence of the Independent Potential directors are made aware of and are briefed on
Non-Executive Directors. The Board was satisfied with the the Board’s expectations of them with regard to time
level of independence demonstrated by all the commitment in carrying out their roles as Directors and
Independent Non-Executive Directors and was of the view members of Board Committees once they are appointed,
that they could continue to bring sound independent and taking into consideration their other principal commitments,
objective judgement to Board deliberations. such as the number of listed company boards.
Each Independent Non-Executive Director also provided
his/her declaration of independence to the Company in Following the redesignation of Dato’ Johan Ariffin from
compliance with the criteria set out in the Listing Independent Non-Executive Director to Non-Independent
Requirements. Non-Executive Director on 30 December 2019, the Board
had on 26 February 2020, upon the recommendation by
NOMINATION AND APPOINTMENT PROCESS OF NRC, approved the appointment of Datuk Poh Pai Kong as
DIRECTORS an additional member of NRC.
The Board believes orderly succession will be achieved
BOARD EFFECTIVENESS EVALUATION
through careful planning. While the majority of the current
Directors have only served the Board for less than five (5) The Board, through the NRC, conducts an annual review
years, the composition of the Board will be reviewed from and assessment on effectiveness of the Board, the Board
time to time to ensure the Board remains relevant and is Committees, the individual Directors and Board Committee
able to contribute effectively. members of the Company. This assessment focuses mainly
on the performance of individual Directors, training and
The Board practices a formal and transparent process on development, participation and contribution to the Group.
the appointment of new Directors. The Board has access to It is especially important in deciding whether a Director
a wide pool of candidates which was collated based on who is subject to re-election can be recommended
recommendation by existing Board members or accordingly at the next AGM.
Management and through external sources such as
recruitment consultants and professional associations. Pursuant to and in line with the best practices of the
MCCG, the NRC engaged an external independent
The principle of achieving Board balance through diversity consultant, PricewaterhouseCoopers (“PwC”), to conduct
and inclusivity is encapsulated in the Board Composition and facilitate the BEE exercise for the financial year under
Policy Framework and the Terms of Reference of the NRC. review. The BEE was conducted by way of Directors’ Self
The Board has delegated to the NRC the responsibility of and Peer Evaluation Questionnaires as well as structured
carrying out the said function. one-on-one interview sessions between representatives of
PwC and each Board member, to obtain views on key
In its selection of suitable candidates, the NRC sets to first strengths and areas for improvement.
of all, identify the gaps in the Board composition before
sourcing, screening, conducting the initial selection of The results of the BEE were presented to the Board on
potential candidates and assessing the ability to perform 26 February 2020 where the Board noted the findings and
effectively on those who have been identified. areas that necessitated further improvements. The Board
was satisfied with the BEE results which indicated that
there had been improvements across all areas since the
BEE conducted for the previous financial period.
GOVERNANCE
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The results further indicated that there was better focus Dato’ Johan Ariffin, who had informed the Board in writing
and oversight in key Board responsibilities, supported by of his intention not to seek re-election at the 47th AGM,
an improvement in the performance of the Board will retire upon conclusion of the 47th AGM in accordance
Committees. The Board as a whole had discharged its with Rule 111 of the Company’s Constitution.
functions, duties and responsibilities effectively in
accordance with its Board Charter and there was a positive Upon assessing the performance of Dato’ Jaganath Derek
Boardroom environment and healthy Boardroom dynamics. Steven Sabapathy and Encik Rizal Rickman Ramli during the
Board discussions were open and constructive and Board financial year under review, the NRC recommended to the
members were encouraged to have full participation at Board their re-election. The Board agreed to recommend
Board meetings including participating in robust debate, the proposed re-election of the two (2) said Directors to
discussions and active dialogue. Most of the Directors had the shareholders for approval at the 47th AGM.
been highly engaged when required to address issues and
challenges faced by the Group. Any new Director(s) appointed prior to the convening
of the forthcoming 47th AGM will also be subject to
There were also no apparent weaknesses or shortcomings re-election at the 47th AGM pursuant to Rule 92.3 of
identified that warranted specific action plans by the the Company’s Constitution.
Board. However, the findings of the BEE showed that the
Board ought to continue its focus on and prioritise the Accordingly, Dato’ Azmir Merican Dato’ Azmi Merican,
following areas in the new financial year: who was appointed as the Group Managing Director with
effect from 22 April 2020 would retire pursuant to
• Succession planning and talent development to Rule 92.3 of the Company’s Constitution and be subject
ensure that the Company maximises the full potential to re-election as a Director.
of its talent and resources.

• Strengthening Business Continuity Plan and CONTINUING DEVELOPMENT PROGRAMME FOR


Environmental, Social and Governance matters, and DIRECTORS
ensuring that they are aligned with the Company’s As at the date of this CG Overview Statement, all the
strategic agenda.
Directors have attended the Mandatory Accreditation
Programme as required under the Listing Requirements of
Specific disclosures on other activities of the NRC are set Bursa Malaysia.
out in the NRC Report on pages 154 to 163 of this Annual
Report and the CG Report. It embraces Principle A of the In line with Paragraph 15.08 of the Listing Requirements,
MCCG in relation to the Board composition. the Directors acknowledge the importance and value of
attending conferences, training programmes and seminars
RE-ELECTION OF DIRECTORS in order to keep themselves abreast of the latest
developments in areas related to their duties and to be
Pursuant to Rule 111 of the Company’s Constitution,
equipped with the necessary skills and knowledge to meet
one-third (1/3) of the Directors, or if their number is not a
the challenges faced by the Board.
multiple of three (3), the number nearest to 1/3,
shall retire from office and may offer themselves for
The Board has delegated the role of reviewing the training
re-election at the next AGM.
and development needs of the Directors to the NRC.
Dato’ Jaganath Derek Steven Sabapathy, Dato’ Johan
All Directors are provided with ongoing professional
Ariffin and Encik Rizal Rickman Ramli are due to retire at
development and training opportunities to enable them to
the Forty-Seventh AGM to be held on 26 June 2020
develop and maintain their skills and knowledge. Directors
(“47th AGM”) pursuant to Rule 111 of the Company’s
are also encouraged to personally undertake appropriate
Constitution.
training and refresher courses as appropriate to maintain the
skills required to discharge their obligations to the Group.
Dato’ Jaganath Derek Steven Sabapathy and Encik Rizal
Rickman Ramli have expressed their intention to seek
re-election at the 47th AGM.
130 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

During the financial year under review, at the request of the NRC, the Group Secretary collaborated with Institute of
Corporate Directors Malaysia (“ICDM”) to undertake a Directors’ Training Needs Assessment in order to come out with a
Director’s Training Framework that identifies an individual Director’s training needs and development aspirations which
are then translated into a development plan covering areas such as regulatory compliance, sustainability and innovation.
Following the individual and collective assessment of the Directors, a list of training programmes was recommended to
the Board for its endorsement.

The Group Secretary’s office organised and facilitated an inaugural in-house training for the Board and Senior
Management during the financial year under review, which covered the following topics:

1) Dialogue Session on Section 17A of the Malaysian Anti-Corruption Commission (“MACC”) Act 2009

2) Update on Accounting Standards

3) Reputation Resilience & Crisis Management: Out of Control but in Command – How to Manage the New Realities of
Business

Puan Latheefa Koya, the then Chief Commissioner of the Malaysian Anti-Corruption Commission was invited to speak at
the Dialogue Session on Section 17A of the MACC Act 2009 to provide insights and perspectives on the enforcement of
the new Corporate Liability provision. All members of the Board and Senior Management actively participated in the
Dialogue Session which was a strong testament that the Board and Senior Management embraced a corporate governance
culture that is clean, ethical and uncompromisingly compliant to appropriate policies and procedures of the Group.

During the financial year under review, the Directors participated in training programmes, workshops and seminars
organised by the Company, regulatory authorities and professional bodies. Details of which are tabulated as follows:

Date of Training/
Directors Programme Training/Programme Attended Organiser/Speaker

TAN SRI DR. ZETI 14-15 January 2019 Mandatory Accreditation The Iclif Leadership and
AKHTAR AZIZ Programme Governance Centre

18-19 January 2019 Management Retreat 2019 Permodalan Nasional Berhad


(Speaker)

5 March 2019 PNB Leadership Forum 2019 Permodalan Nasional Berhad


(Speaker)

16 April 2019 Strategic Asset Allocation Permodalan Nasional Berhad


Workshop for Board of Directors
(Part 1)

21 June 2019 Strategic Asset Allocation Permodalan Nasional Berhad


Workshop for Board of Directors
(Part 2)

25 June 2019 PNB Leadership Forum 2019 Permodalan Nasional Berhad


(Speaker)

1-8 September 2019 Cambridge International Symposium University of Cambridge


on Economic Crime (Speaker)

13 September 2019 Sime Darby Property Bridging Series Sime Darby Property Berhad/
– Shaping the Future through Minister of Finance,
Integrated Policy Formulation YB Lim Guan Eng
GOVERNANCE
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Date of Training/
Directors Programme Training/Programme Attended Organiser/Speaker

TAN SRI DR. ZETI 30 October 2019 PNB Corporate Summit 2019 Permodalan Nasional Berhad
AKHTAR AZIZ (Speaker)
(Cont’d)
12-14 November 2019 IFSB Summit: Islamic Finance for IFSB/
Sustainable Development in the (i) Keynote Speaker;
Era of Technological Innovations (ii) Forum panelist; and
(iii) Presenter

18 November 2019 YTI Memorial Lecture 2019 –


The Diverse Facets of Leadership

i) Crisis Leadership and Resilience Permodalan Nasional Berhad/


Prof. Dr. Nicholas H. Barker, YTI
Chair in Leadership, UNIRAZAK

ii) Strategic Foresight as a Permodalan Nasional Berhad/


Core Leadership Skill Prof. Catarina Tully, YTI Chair in
Leadership, UNIRAZAK

18 November 2019 Training for Directors

i) Malaysian Sime Darby Property Berhad/


Anti-Corruption Commission YBrs Puan Latheefa Koya,
Act Chief Commissioner of Malaysian
Anti-Corruption Commission

ii) Update on Accounting Sime Darby Property Berhad/


Standards Puan Nurul A’in Abdul Latif,
Markets Leader of
PricewaterhouseCoopers PLT,
Malaysia

iii) Reputation Resilience & Crisis Sime Darby Property Berhad/


Management: Mr. Mark Worthington,
Out of Control but in Command Co-Founder and Managing
– How to Manage the New Director of Klareco
Realities of Business Communications, Singapore

28 November 2019 IT Blueprint Workshop for Board of Permodalan Nasional Berhad


Directors
132 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

Date of Training/
Directors Programme Training/Programme Attended Organiser/Speaker

DATO’ JAGANATH 13 September 2019 Sime Darby Property Bridging Series Sime Darby Property Berhad/
DEREK STEVEN Minister of Finance,
– Shaping the Future through
SABAPATHY YB Lim Guan Eng
Integrated Policy Formulation

2 October 2019 Board Retreat Speakers’ Series

i) An In-depth Industry Analysis Sime Darby Property Berhad/


and Outlook Moving Forward Ms. Amy Wong, Director –
for South East Asia Head of Real Estate Research &
Consultancy, Savills (Malaysia)
Sdn Bhd

ii) The Future of Investment into Sime Darby Property Berhad/


Asia Pacific’s Industrial and Mr. Dennis Yeo, Chief Executive
Logistics Markets Officer, Singapore and South-
East Asia, Cushman & Wakefield

iii) The Catalyst for Development; Sime Darby Property Berhad/


Government’s Immediate Dato’ Abdul Majid Ahmad Khan,
Priorities and Growth Areas Chairman, Malaysian Investment
Development Authority
(“MIDA”)

18 November 2019 Training for Directors

i) Malaysian Anti-Corruption Sime Darby Property Berhad/


Commission Act YBrs Puan Latheefa Koya,
Chief Commissioner of Malaysian
Anti-Corruption Commission

ii) Update on Accounting Sime Darby Property Berhad/


Standards Puan Nurul A’in Abdul Latif,
Markets Leader of
PricewaterhouseCoopers PLT,
Malaysia

iii) Reputation Resilience & Sime Darby Property Berhad/


Crisis Management: Mr. Mark Worthington,
Out of Control but in Command Co-Founder and Managing
– How to Manage the New Director of Klareco
Realities of Business Communications, Singapore
GOVERNANCE
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Date of Training/
Directors Programme Training/Programme Attended Organiser/Speaker

TENGKU DATUK 23 January 2019 Corporate Liability Provision 2019 Global Oriental Berhad
SERI AHMAD SHAH
5 March 2019 PNB Leadership Forum 2019 Permodalan Nasional Berhad

13 September 2019 Sime Darby Property Bridging Series Sime Darby Property Berhad/
Minister of Finance,
– Shaping the Future through
YB Lim Guan Eng
Integrated Policy Formulation

2 October 2019 Board Retreat Speakers’ Series

i) An In-depth Industry Analysis Sime Darby Property Berhad/


and Outlook Moving Forward Ms. Amy Wong, Director –
for South East Asia Head of Real Estate Research &
Consultancy, Savills (Malaysia)
Sdn Bhd

ii) The Future of Investment into Sime Darby Property Berhad/


Asia Pacific’s Industrial and Mr. Dennis Yeo, Chief Executive
Logistics Markets Officer, Singapore and South-
East Asia, Cushman & Wakefield

iii) The Catalyst for Development; Sime Darby Property Berhad/


Government’s Immediate Dato’ Abdul Majid Ahmad Khan,
Priorities and Growth Areas Chairman, Malaysian Investment
Development Authority
(“MIDA”)

30 October 2019 PNB Corporate Summit 2019 Permodalan Nasional Berhad

18 November 2019 Training for Directors

i) Malaysian Anti-Corruption Sime Darby Property Berhad/


Commission Act YBrs Puan Latheefa Koya,
Chief Commissioner of Malaysian
Anti-Corruption Commission

ii) Update on Accounting Sime Darby Property Berhad/


Standards Puan Nurul A’in Abdul Latif,
Markets Leader of
PricewaterhouseCoopers PLT,
Malaysia

iii) Reputation Resilience & Crisis Sime Darby Property Berhad/


Management: Mr. Mark Worthington,
Out of Control but in Command Co-Founder and Managing
– How to Manage the New Director of Klareco
Realities of Business Communications, Singapore
134 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

Date of Training/
Directors Programme Training/Programme Attended Organiser/Speaker

DATO’ JOHAN 5 March 2019 PNB Leadership Forum 2019 Permodalan Nasional Berhad
ARIFFIN
14 March 2019 FIDE Forum – Reading The Signs: Etiqa Insurance & Takaful
The Next Financial Crisis and
Potential Impact on Asia

21 March 2019 Economic Update in EU/UK Sime Darby Property Berhad/


Ms. Sarah Hewin, Chief
Economist of Standard
Chartered Bank

16 April 2019 Strategic Assets Allocation Permodalan Nasional Berhad


Workshop

9 July 2019 Recommendations of the Task Force Bursa Malaysia Berhad/


on Climate-related Financial The Carbon Trust
Disclosures

26 July 2019 Etiqa Takaful Executive Etiqa Family & General Takaful
Development (“TED”) Program 2019
(Series 2):
Forum on Integrity as the Pillar of
Shariah Compliance Culture in
Islamic Financial Institutions –
Moving Forward

20 August 2019 Etiqa Offsite presentation: Etiqa Insurance & Takaful


i) Etiqa Strategic Outlook
– Business as Usual and
Business Unusual
ii) Presentation by Credit Suisse

18-19 September 2019 Ageas Partnership Days

i) Presentation on ‘Thinking i) Ageas/Stephane Garelli


Globally, Acting Differently,
the Key to Competitiveness’

ii) Presentation on ‘Homo Virus, ii) Ageas/Amin Toufani


the Path to Human Longevity’

iii) Presentation on ‘Why business iii) Ageas/Stefan Thomke


Experimentation is Essential for
Competitive Advantage’

iv) Presentation on ‘Responsible iv) Ageas/Martha Lane Fox


Technology’
GOVERNANCE
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Date of Training/
Directors Programme Training/Programme Attended Organiser/Speaker

DATO’ JOHAN 28 October 2019 – 10th World Congress of Council on Council on Tall Buildings and
ARIFFIN 1 November 2019 Tall Buildings and Urban Habitat Urban Habitat
(Cont’d) – The recent history and essential
future of sustainable cities

18 November 2019 Training for Directors

i) Malaysian Anti-Corruption Sime Darby Property Berhad/


Commission Act YBrs Puan Latheefa Koya,
Chief Commissioner of Malaysian
Anti-Corruption Commission

ii) Update on Accounting Sime Darby Property Berhad/


Standards Puan Nurul A’in Abdul Latif,
Markets Leader of
PricewaterhouseCoopers PLT,
Malaysia

iii) Reputation Resilience & Sime Darby Property Berhad/


Crisis Management: Mr. Mark Worthington,
Out of Control but in Command Co-Founder and Managing
– How to Manage the New Director of Klareco
Realities of Business Communications, Singapore

28 November 2019 PNB Board Workshop on IT Permodalan Nasional Berhad


Blueprint:

i) Business Strategy and Goals

ii) Market Trends and Themes

iii) Unit Trust (ASNB) Business


Architecture

iv) Asset Management and


Property Business Architectures

v) Support Functions Business


Architecture

vi) Data and Technology


Architecture

vii) Implementation Roadmap and


Budget

viii) Feedback Capture and


Next Steps
136 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

Date of Training/
Directors Programme Training/Programme Attended Organiser/Speaker

DATUK DR. MOHD 21 March 2019 Economic Update in EU/UK Sime Darby Property Berhad/
DAUD BAKAR Ms. Sarah Hewin,
Chief Economist of Standard
Chartered Bank

13 September 2019 Sime Darby Property Bridging Series Sime Darby Property Berhad/
– Shaping the Future through Minister of Finance,
Integrated Policy Formulation YB Lim Guan Eng

2 October 2019 Board Retreat Speakers’ Series

i) An In-depth Industry Analysis Sime Darby Property Berhad/


and Outlook Moving Forward Ms. Amy Wong, Director –
for South East Asia Head of Real Estate Research &
Consultancy, Savills (Malaysia)
Sdn Bhd

ii) The Future of Investment into Sime Darby Property Berhad/


Asia Pacific’s Industrial and Mr. Dennis Yeo, Chief Executive
Logistics Markets Officer, Singapore and South-
East Asia, Cushman & Wakefield

iii) The Catalyst for Development; Sime Darby Property Berhad/


Government’s Immediate Dato’ Abdul Majid Ahmad Khan,
Priorities and Growth Areas Chairman, Malaysian Investment
Development Authority
(“MIDA”)

30 October 2019 PNB Corporate Summit 2019 Permodalan Nasional Berhad

18 November 2019 Training for Directors

i) Malaysian Sime Darby Property Berhad/


Anti-Corruption Commission YBrs Puan Latheefa Koya,
Act Chief Commissioner of Malaysian
Anti-Corruption Commission

ii) Update on Accounting Sime Darby Property Berhad/


Standards Puan Nurul A’in Abdul Latif,
Markets Leader of
PricewaterhouseCoopers PLT,
Malaysia

iii) Reputation Resilience & Crisis Sime Darby Property Berhad/


Management: Mr. Mark Worthington,
Out of Control but in Command Co-Founder and Managing
– How to Manage the New Director of Klareco
Realities of Business Communications, Singapore
GOVERNANCE
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 < SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 137

Date of Training/
Directors Programme Training/Programme Attended Organiser/Speaker

DATO’ SERI AHMAD 23 August 2019 Bursa Thought Leadership: The Bursa Malaysia
JOHAN MOHAMMAD Convergence of Digitisation and
RASLAN Sustainability

2 October 2019 Board Retreat Speakers’ Series

i) An In-depth Industry Analysis Sime Darby Property Berhad/


and Outlook Moving Forward Ms. Amy Wong, Director –
for South East Asia Head of Real Estate Research &
Consultancy, Savills (Malaysia)
Sdn Bhd

ii) The Future of Investment into Sime Darby Property Berhad/


Asia Pacific’s Industrial and Mr. Dennis Yeo, Chief Executive
Logistics Markets Officer, Singapore and South-
East Asia, Cushman & Wakefield

iii) The Catalyst for Development; Sime Darby Property Berhad/


Government’s Immediate Dato’ Abdul Majid Ahmad Khan,
Priorities and Growth Areas Chairman, Malaysian Investment
Development Authority (“MIDA”)

8 November 2019 Securities Commission Malaysia's Securities Commission


Audit Oversight Board Conversation
with Audit Committees

18 November 2019 Training for Directors

i) Malaysian Anti-Corruption Sime Darby Property Berhad/


Commission Act YBrs Puan Latheefa Koya,
Chief Commissioner of Malaysian
Anti-Corruption Commission

ii) Update on Accounting Sime Darby Property Berhad/


Standards Puan Nurul A’in Abdul Latif,
Markets Leader of
PricewaterhouseCoopers PLT,
Malaysia

iii) Reputation Resilience & Sime Darby Property Berhad/


Crisis Management: Mr. Mark Worthington,
Out of Control but in Command Co-Founder and Managing
– How to Manage the Director of Klareco
New Realities of Business Communications, Singapore

4 December 2019 General Data Protection Regulation Baker & McKenzie United
in European Union and United Kingdom
Kingdom
138 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

Date of Training/
Directors Programme Training/Programme Attended Organiser/Speaker

DATIN NORAZAH 13 February 2019 A Boardroom Colloquium on MeLearn Global in collaboration


MOHAMED RAZALI Innovation Governance with Culture Boleh! Global
Training

5 March 2019 PNB Leadership Forum 2019 Permodalan Nasional Berhad

21 March 2019 Economic Update in EU/UK Sime Darby Property Berhad/


Ms. Sarah Hewin, Chief
Economist of Standard Chartered
Bank

22 March 2019 MKD Directors Talk Series#1 – Back Ministry of Finance


to Basics: Rethinking Governance

30 April 2019 MIA’s Engagement Session with Malaysian Institute of


Audit Committee Members on Accountants
Integrated Reporting

12 June 2019 Demystifying The Diversity Bursa Malaysia


Conundrum: The Road to Business
Excellence

25 June 2019 PNB Leadership Forum 2019 Permodalan Nasional Berhad

16 July 2019 Financial Language in the Institute of Corporate Directors


Boardroom Malaysia

13 September 2019 Sime Darby Property Bridging Series Sime Darby Property Berhad/
– Shaping the Future through Minister of Finance,
Integrated Policy Formulation YB Lim Guan Eng

2 October 2019 Board Retreat Speakers’ Series

i) An In-depth Industry Analysis Sime Darby Property Berhad/


and Outlook Moving Forward Ms. Amy Wong, Director –
for South East Asia Head of Real Estate Research &
Consultancy, Savills (Malaysia)
Sdn Bhd

ii) The Future of Investment into Sime Darby Property Berhad/


Asia Pacific’s Industrial and Mr. Dennis Yeo, Chief Executive
Logistics Markets Officer, Singapore and South-
East Asia, Cushman & Wakefield

iii) The Catalyst for Development; Sime Darby Property Berhad/


Government’s Immediate Dato’ Abdul Majid Ahmad Khan,
Priorities and Growth Areas Chairman, Malaysian Investment
Development Authority
(“MIDA”)
GOVERNANCE
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 < SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 139

Date of Training/
Directors Programme Training/Programme Attended Organiser/Speaker

DATIN NORAZAH 18 November 2019 Training for Directors


MOHAMED RAZALI
i) Malaysian Anti-Corruption Sime Darby Property Berhad/
(Cont’d)
Commission Act YBrs Puan Latheefa Koya,
Chief Commissioner of Malaysian
Anti-Corruption Commission

ii) Update on Accounting Sime Darby Property Berhad/


Standards Puan Nurul A’in Abdul Latif,
Markets Leader of
PricewaterhouseCoopers PLT,
Malaysia

iii) Reputation Resilience & Crisis Sime Darby Property Berhad/


Management: Mr. Mark Worthington,
Out of Control but in Command Co-Founder and Managing
– How to Manage the New Director of Klareco
Realities of Business Communications, Singapore

ENCIK RIZAL 17-19 January 2019 Management Retreat 2019 Human Capital Planning &
RICKMAN RAMLI Development, Permodalan
Nasional Berhad

30 January 2019 IT Blueprint: Post – Visioning Ernst & Young Tax Consultants
Workshop Sdn Bhd

21 February 2019 Fireside Chat with Anthony Tan, Grab


Group Chief Executive Officer
and Co-Founder of Grab

5 March 2019 PNB Leadership Forum 2019 Permodalan Nasional Berhad

25 June 2019 PNB Leadership Forum 2019 Permodalan Nasional Berhad

22 July 2019 MISD Business Planning Workshop Permodalan Nasional Berhad


2020

29 July 2019 Leadership in Digital World Marcus Evans (Malaysia)


– Managing Integration of Digital Sdn Bhd
Strategies, Technology Execution
and Measurement for Leaders

11 September 2019 PNB Innovation Challenge (Final) Permodalan Nasional Berhad

13 September 2019 Sime Darby Property Bridging Series Sime Darby Property Berhad/
– Shaping the Future through Minister of Finance,
Integrated Policy Formulation YB Lim Guan Eng
140 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

Date of Training/
Directors Programme Training/Programme Attended Organiser/Speaker

ENCIK RIZAL 2 October 2019 Board Retreat Speakers’ Series


RICKMAN RAMLI
i) An In-depth Industry Analysis Sime Darby Property Berhad/
(Cont’d)
and Outlook Moving Forward Ms. Amy Wong, Director –
for South East Asia Head of Real Estate Research &
Consultancy, Savills (Malaysia)
Sdn Bhd

ii) The Future of Investment into Sime Darby Property Berhad/


Asia Pacific’s Industrial and Mr. Dennis Yeo, Chief Executive
Logistics Markets Officer, Singapore and South-
East Asia, Cushman & Wakefield

iii) The Catalyst for Development; Sime Darby Property Berhad/


Government’s Immediate Dato’ Abdul Majid Ahmad Khan,
Priorities and Growth Areas Chairman, Malaysian Investment
Development Authority
(“MIDA”)

11 October 2019 PNB House View – Wrap-up session Permodalan Nasional Berhad
with Mercer

24 October 2019 PNB Group Innovation Challenge Permodalan Nasional Berhad


2019

30 October 2019 PNB Corporate Summit 2019 – Permodalan Nasional Berhad


Rebooting Corporate Malaysia

11 November 2019 Integrity Awareness Training Permodalan Nasional Berhad


Programme for Property/Real Estate

14 November 2019 PNB Compliance Engagement PWC Consulting Services (M)


Session Sdn Bhd

18 November 2019 Training for Directors

i) Malaysian Anti-Corruption Sime Darby Property Berhad/


Commission Act YBrs Puan Latheefa Koya,
Chief Commissioner of Malaysian
Anti-Corruption Commission

ii) Update on Accounting Sime Darby Property Berhad/


Standards Puan Nurul A’in Abdul Latif,
Markets Leader of
PricewaterhouseCoopers PLT,
Malaysia

iii) Reputation Resilience & Crisis Sime Darby Property Berhad/


Management: Mr. Mark Worthington,
Out of Control but in Command Co-Founder and Managing
– How to Manage the New Director of Klareco
Realities of Business Communications, Singapore
GOVERNANCE
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 < SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 141

Date of Training/
Directors Programme Training/Programme Attended Organiser/Speaker
DATUK POH PAI 9-10 April 2019 The Role of Audit Committees in Institute of Corporate Directors
KONG Ensuring Organisational Integrity, Malaysia
Risk & Governance

13 September 2019 Sime Darby Property Bridging Series Sime Darby Property Berhad/
– Shaping the Future through Minister of Finance,
Integrated Policy Formulation YB Lim Guan Eng

23 September 2019 Bursa Thought Leadership: Bursa Malaysia


Sustainability-Inspired Innovations:
Enablers of the 21st Century

2 October 2019 Board Retreat Speakers’ Series

i) An In-depth Industry Analysis Sime Darby Property Berhad/


and Outlook Moving Forward Ms. Amy Wong, Director –
for South East Asia Head of Real Estate Research &
Consultancy, Savills (Malaysia)
Sdn Bhd

ii) The Future of Investment into Sime Darby Property Berhad/


Asia Pacific’s Industrial and Mr. Dennis Yeo, Chief Executive
Logistics Markets Officer, Singapore and South-
East Asia, Cushman & Wakefield

iii) The Catalyst for Development; Sime Darby Property Berhad/


Government’s Immediate Dato’ Abdul Majid Ahmad Khan,
Priorities and Growth Areas Chairman, Malaysian Investment
Development Authority (“MIDA”)

14-15 October 2019 International Directors Summit 2019 Institute of Corporate Directors
Malaysia
30 October 2019 PNB Corporate Summit 2019 Permodalan Nasional Berhad

18 November 2019 Training for Directors

i) Malaysian Anti-Corruption Sime Darby Property Berhad/


Commission Act YBrs Puan Latheefa Koya,
Chief Commissioner of Malaysian
Anti-Corruption Commission

ii) Update on Accounting Sime Darby Property Berhad/


Standards Puan Nurul A’in Abdul Latif,
Markets Leader of
PricewaterhouseCoopers PLT,
Malaysia

iii) Reputation Resilience & Crisis Sime Darby Property Berhad/


Management: Mr. Mark Worthington,
Out of Control but in Command Co-Founder and Managing
– How to Manage the New Director of Klareco
Realities of Business Communications, Singapore

The Board is satisfied that the Directors have received the necessary trainings during the financial year under review
which have enhanced their individual effectiveness and contribution to the Board.
142 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

DIRECTORS’ REMUNERATION

The Board has established a remuneration policy for its Non-Executive Directors that aligns remuneration with strategy to
drive the long-term success of the Company together with a comprehensive and fair remuneration package to continue to
attract, retain and motivate Directors.

The Board has delegated to the NRC the responsibility to set the principles, parameters and governance framework
relating to the Group’s remuneration matters. The NRC is authorised to formulate, develop and implement formal and
transparent procedures for the Group’s Non-Executive Directors and Senior Management ensuring that their compensation
remain competitive and consistent with industry standards as well as commensurate with their experience, skills, level of
responsibilities and complexity of business. In this regard, the NRC has established a remuneration framework for the
Non-Executive Directors which is subject to periodic review.

The remuneration of Non-Executive Directors consists of fixed directors’ fees and other benefits, all of which are subject
to the approval of shareholders at the AGM. The fees of the Non-Executive Directors for their services to the Board and
Board Committees are paid to all Non-Executive Directors on a monthly basis.

Key details of Directors’ Remuneration Framework for the financial year under review are set out below:

Fees/Benefits Amount/Description

Non-Executive
OTHER
Directors’ (“NED”)
BOARD AC COMMITTEES
Fees
(RM/Year) (RM/Year) (RM/Year)
Chairman 540,000 80,000 60,000
Member
i) Resident 220,000
50,000 35,000
ii) Non-resident 360,000

Per diem allowance RM1,000 per day


(on official events and
Government related
matters within
Malaysia or overseas)

Transportation Business class air travel


(official business
assignments)
GOVERNANCE
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 < SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 143

Fees/Benefits Amount/Description

Accommodation Group designated hotels.


(on official duty)
Unreceipted Local Business Travel

REGION MEALS ACCOMMODATION


Malaysia RM200/day RM200/day

Unreceipted Overseas Business Travel

CONTINENT MEALS ACCOMMODATION


Asia (including Oceania) USD80 USD100
United Kingdom 100 200
Europe 100 200
America USD150 USD200

Entertainment Reasonable entertainment expenses for the promotion of the Group’s interest will be
reimbursed against receipts.

Club Membership/ Honorary membership at Tournament Players Club Kuala Lumpur (“TPC KL”)/other clubs
Privileges owned by Sime Property Group with free monthly subscription fees.

NED who becomes President of the TPC KL will be made a life time honorary member of the
Club.

Insurance DESCRIPTION AMOUNT


i) Group Personal Accident RM1,000,000
Policy
ii) Directors and Officers Cover limit of USD30 million, including an Employment
Liability Insurance Practices Liability cover of USD1 million.
iii) Medical & Security Medical & Security Assistance Programme with
Assistance Programme International SOS provides pre-travel and destination
services including immunisation recommendations, travel
and visa information, 24/7 telephone medical and
security assistance, etc. in case of emergency when
travelling abroad.

Medical and For NED:


Hospitalisation
Free medical treatment (excluding major surgeries), dental and optical subject to treatment
being given by the:
i) Group/Company’s Panel of Doctors.
ii) Physician referred to by the Group/Company’s Panel of Doctors.

For NED’s Spouse and Dependent Children:


Medical treatment (excluding major surgeries) subject to treatment given as stated in items
no. (i) and (ii) above.

Purchase of Group/ This entitlement is available only for products of Sime Darby Property.
Companies Products

Note: The Group Managing Director and Executive Director/Group Chief Financial Officer did not receive the above Fees/Benefits during their tenure as
they were employed under their respective contracts of employment.
144 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The details of aggregate remuneration of Directors for the financial year under review are as follows:

Benefits
Salary Others(2) in-kind(3) Total
RM Fees(1) RM RM RM

Executive Directors

Dato’ Sri Amrin Awaluddin 588,145 – 142,144 99,035 829,324


(Resigned on 3 May 2019)

Datuk Tong Poh Keow 609,410 – 538,674 32,126 1,180,210


(Resigned on 31 May 2019)

Non-Executive Directors

Tan Sri Dr. Zeti Akhtar Aziz – 540,000 – 2,559 542,559


(Chairman)

Dato’ Jaganath Derek – 465,000 – 2,559 467,559


Steven Sabapathy

Tengku Datuk Seri Ahmad Shah – 315,000 – 26,691 341,691


Alhaj ibni Almarhum Sultan
Salahuddin Abdul Aziz Shah Alhaj

Dato’ Johan Ariffin – 290,000 – 3,856 293,856

Datuk Dr Mohd Daud Bakar – 290,000 – 3,099 293,099

Dato’ Seri Ahmad Johan – 510,000 – 5,859 515,859


Mohammad Raslan(4)

Datin Norazah Mohamed Razali – 330,000 – 23,807 353,807

Encik Rizal Rickman Ramli(5) – 290,000 – 11,901 301,901

Datuk Poh Pai Kong – 270,000 – 5,319 275,319

(1) Directors did not receive any remuneration for services rendered to any of its subsidiaries.
(2) Comprises employer’s contribution to Employees’ Provident Fund, gratuity, car allowance and leave pay.
(3) Comprises discount on purchase of Company/Group product, car lease scheme, leave passage, per diem allowance,
telephone bills, parking fees, petrol and insurance coverage, where relevant.
(4) Non-Resident Director.
(5) Fees as nominee Director paid to Permodalan Nasional Berhad.
GOVERNANCE
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 < SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 145

REVISION TO THE NON-EXECUTIVE DIRECTORS The rationale for the proposal is as follows:
REMUNERATION FRAMEWORK
1) Board Fees should commensurate with the level of
During the financial year under review the NRC appointed
responsibilities and be competitive against the market
an external international consultant to conduct a fresh
where it will source candidates for Board positions
review of the Non-Executive Directors’ Remuneration
(e.g. different geographical locations, different
Framework based on the results of the market survey on
domain expertise), so that it can attract candidates
the remuneration and benefits received by the
with the requisite skill set and experience.
Non-Executive Directors. The survey also considered other
major factors including the revenue/size of the Group
2) To maintain target positioning of 75th percentile of
against its peers as well as the fiduciary duties and time
the market (the market will be defined as where
commitments expected of the Non-Executive Directors and
Sime Darby Property will source its Board candidates
Board Committee members.
from), given the transformation Sime Darby Property is
undergoing and the fact that it needs to continue to
Pursuant to the findings of the consultant, the Board will
attract top candidates.
be seeking shareholders’ approval at the forthcoming
47th AGM, for a revision to the Non-Executive Directors’
3) To consider differentiating fees for Resident and
Fees as follows:
Non-Resident only where the skillset and experience
are not available in the Malaysian market.
Annual Fixed Fees
4) To align fees for Board Committees as all Board
Current Proposed
Committees have similar fiduciary responsibilities.
Non-Executive Non-Executive
Benefits-in-kind provisions should pass the strict test
Directors Fees Directors Fees
of being in the public interest. Excessive remuneration
(RM) (RM)
may not be aligned with shareholders’ interest.
Chairman 540,000 No Change
Approval will be sought from the shareholders at the
Resident Director 220,000
220,000 forthcoming 47th AGM for the following additional benefits
Non-Resident Director 360,000 to be provided to the Non-Executive Directors:

Audit Chairman 80,000 70,000 1) The introduction of a meeting allowance of RM1,500


Audit Member 50,000 40,000 per person per meeting, payable to members of the
Special Committee and any other Non-Executive
Other Committees* 60,000 70,000 Directors who attend and participate in the Special
Chairman Committee Meeting.
Other Committees* 35,000 40,000
Member 2) Per diem allowance for official events which was
previously approved at RM1,000 per day shall instead
* Note: Excluding Special Committee of the Board be reimbursed on reasonable claims basis.

The Company is however not seeking any increase in


approval limit in respect of the amount of benefits payable
to the Non-Executive Directors from that approved in the
46th AGM.

Details of the said proposal are provided in the Notice of


AGM on pages 360 to 366 of this Annual Report.
146 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

SIME DARBY PROPERTY GROUP REMUNERATION POLICY In addition to the succession plan for the Board, the NRC
in February 2019 with the assistance of an external
The Group has established a Remuneration Policy which
consultant, reviewed the Company’s succession planning
puts in place a framework to ensure an appropriate balance
for senior critical roles and talent pool demographics with
between attracting, retaining and motivating its
the view of enhancing the Group’s Succession Planning
employees. It is designed to ensure that reward is
Framework. The Framework focuses on, amongst others,
measurably linked to achievement of business and
the determination of criticality of positions, identification
performance objectives. The remuneration framework
and selection of talents based on pre-defined competency
outlines the total compensation package of fixed
profiles and drawing up individual development plans to
remuneration and variable remuneration payable to
bridge the competency gap.
employees.
STRENGTHENING INTEGRITY AND ETHICS
During the financial year under review, the Board through
the NRC, conducted a Total Rewards Review and Design The Board acknowledges its role in establishing a corporate
Exercise to determine its competitiveness to the market culture with uncompromising ethical conduct. In line with this
and sufficiency to attract, retain and motivate the right principle, the Group has in place the following policies to
talent that will help drive the Company’s business goals ensure the conduct of business of the Group and the employees
and strategies. are consistently carried out ethically and with integrity.

REMUNERATION DISCLOSURE FOR TOP FIVE (5) KEY 1) Group Policies


SENIOR MANAGEMENT
a) Code of Business Conduct
The Board is of the view that disclosure on a named basis of
The Board has formalised a Code of Business
the top five (5) Senior Management’s remuneration
Conduct (“COBC”) for the Sime Darby Property
components in bands of RM50,000 as being disadvantageous
Group containing detailed policy statements on
to the Group given the competitiveness in the property
the standards of behaviour and ethical conduct
industry for talent due to confidentiality of remuneration
expected of all Directors, employees,
packages. The Board will continuously undertake a robust
counterparts, and business partners of the Group
internal process to ensure that the remuneration of
not only promotes legal and procedural
Senior Management is competitive and fair.
compliance it will also provide a moral compass to
ensure that the individual’s behaviour is in line
SUCCESSION PLAN
with Sime Darby Property Group’s Core Values
Succession planning is an integral part of the Board’s and business objectives.
corporate governance practices. A structured succession
plan addresses the composition and effectiveness of the All employees are expected to understand the
Board. The Board believes that the membership and principles and standards stipulated and must
composition of the Board should be assessed from time to comply with it not only based on its form but also
time, while ensuring continuity in meeting the Group’s the substance of the ethical principles and
long-term goals and objectives. conduct stated in the COBC. Given that
organisational integrity is imperative towards
The responsibility to ensure the orderly sourcing, establishing a culture that supports long-term
identification and selection of new Non-Executive Directors success, all employees are expected to conduct
in the event of a vacancy or an opening by reason of an themselves professionally with the COBC in mind.
anticipated retirement or expansion of the size of the Board
has been given to the NRC. The NRC ensures that there is an The Group also expects that contractors,
appropriate dynamic of skills, experience and diversity on the subcontractors, consultants, representatives and
Board and has a steady pool of talent for selection purposes. parties performing work or services for or on
behalf of Sime Darby Property Group to comply
with the relevant parts of the COBC when
performing such works or services. The COBC
applies to all businesses and countries in which
the Company operates.
GOVERNANCE
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 < SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 147

The COBC was revised to incorporate an d) No Gift Policy


additional requirement that approval is to be first
The No Gift Policy was introduced and launched
obtained in respect of Board Directorships
in January 2018 to demonstrate the Group’s
outside the Group, consistent with the revisions
commitment to the highest standards of integrity
made to the Board Charter in January 2019.
and good governance in the conduct of its
The revised and updated COBC was given to all
business. With this commitment the Group has
Directors, Management and employees of the
imposed a ‘No Gift Policy’ which prohibits the
Group and each of them was required to signify
offering, giving, soliciting, receiving or accepting
and acknowledge that they had read, understood
directly or indirectly of any form of gifts to avoid
and agreed to be bound by the principles and
conflict of interest or the appearance of conflict
guidelines contained in the revised COBC.
of interest in any ongoing or potential business
dealings.
Further details on the COBC are available
on the Group’s corporate website at
e) Anti-Bribery and Corruption, Anti-Money
www.simedarbyproperty.com/who-we-are/
Laundering, Conflict of Interest, Sponsorship and
corporate-governance.
Donation Policies

b) Whistleblowing Policy The Group has adopted a zero-tolerance stance


against all forms of bribery and corruption and
The Group’s Whistleblowing Policy (“WP”)
will not tolerate any acts which are in breach of
provides a transparent mechanism and avenue for
the Company’s policies. The Group strongly
all stakeholders to report or raise genuine
believes in acting professionally, fairly and with
concerns on any misconduct without fear of
integrity in all business dealings and relationships.
retaliation and intimidation. Confidentiality and
anonymity are offered to stakeholders who
Therefore, as part of the Group’s efforts to
disclose their concerns in good faith and in doing
support the implementation of the anti-bribery
so, had followed accordingly, the appropriate
and corruption and ethical principles articulated
disclosure procedures. The WP sets a clear
in the Groups’ COBC and to uphold the highest
procedural guide for stakeholders to follow in
standards of good governance, the Board has
raising their concerns to ensure that issues are
adopted the following new policies during the
addressed to the appropriate personnel and
financial year under review:
definitive action can be taken.
• Anti-Bribery and Corruption Policy,
c) Gift, Entertainment and Travel Policy including facilitation payment;
• Anti-Money Laundering Policy;
The Group has in place, a Gift, Entertainment and
• Conflict of Interest Policy; and
Travel Policy which is believed to enable the
• Sponsorship and Donation Policy,
Directors, Management and employees to conduct
including political contribution.
the Group’s business with integrity and maintain
strong professional relationships with all of their
Various engagement activities were conducted to
counterparts and business partners based on
spread awareness of the policies and to address
merit and performance.
any concerns.
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CORPORATE GOVERNANCE OVERVIEW STATEMENT

2) Management Committees c) Group Tender Committee

High-level Management Committees are in place to The Group Tender Committee (“GTC”) reviews
assist the Board in the day-to-day management of the Tender Evaluation Reports/Single Source
Group. Appointment for tenders with a value of between
RM5 million to RM50 million.
The Management Committees are as follows:
The Group Managing Director or in his absence,
a) Group Management Committee Acting Group Chief Executive Officer, is the
Chairman of the GTC.
The Group Management Committee (“GMC”) has
overall responsibility for management policies,
The GTC met nine (9) times during the financial
day-to-day operations of the Group,
year under review.
the deployment and implementation of Board
resolutions and oversees the achievement of
d) Governance Oversight Management Committee
objectives and results.
During the financial year under review,
The Group Managing Director or in his absence, Management had established a Group Oversight
Acting Group Chief Executive Officer, is the Management Committee (“GOMC”) to drive,
Chairman of the GMC and the current members manage and monitor the implementation of
include the Senior Management team. Heads of Governance, Risk and Compliance Framework
departments will be invited to attend meetings of within the Group.
the GMC.
The Group Managing Director or in his absence,
The Group Secretary acts as Secretary to the Acting Group Chief Executive Officer, is the
meetings of the GMC. Chairman of the GOMC.

The GMC met seven (7) times during the financial The GOMC met three (3) times during the
year under review. financial year under review.

b) Group Investment Committee


The Group Investment Committee (“GIC”) reviews
and recommends major investment and capital
expenditure proposals for tabling to the Board in
accordance with the Group Policies and
Authorities.

The Group Managing Director or in his absence,


Acting Group Chief Executive Officer, is the
Chairman of the GIC.

The GIC met seven (7) times during the financial


year under review.
GOVERNANCE
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 < SEC 6 SEC 7 SEC 8 SEC 9 SEC 10 149

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

Audit Committee The AC is responsible for assessing the suitability,


independence and objectivity of the Group’s appointed
Pursuant to and in compliance with the Listing external auditors who are expected to provide relevant and
Requirements and the MCCG, all four (4) members of the transparent reports to the shareholders. In the annual
AC are Independent Non-Executive Directors. The Chairman assessment of the external auditors, the AC is guided by
of the AC is appointed by the Board and is not the the factors as prescribed under Paragraph 15.21 of the
Chairman of the Board. Having the positions of Board Listing Requirements.
Chairman and Chairman of the AC assumed by different
individuals allows the Board to objectively review the AC’s The AC is also tasked with reviewing the appropriateness
findings and recommendations. of the accounting policies applied by the Group and the
changes in these policies. Based on the AC’s
Collectively, the members of the AC have a wide range of recommendations, the Board ensures that the Company’s
relevant skills, knowledge and industry experience. financial statements prepared for each financial year sets
They are capable of providing sound advice to the Board out a true and fair view in accordance with the Malaysian
not only in terms of financial reporting but also on internal Financial Reporting Standards, International Financial
audit and the state of the Group’s risk and internal control Reporting Standards and the requirements of the
environment. The AC is chaired by Dato’ Seri Johan Raslan, Companies Act 2016. The Statement on Directors’
who is a Fellow of the Institute of Chartered Accountants Responsibility in respect of the preparation of the audited
of England and Wales and a member of both the Malaysian financial statements of the Company is set out on page
Institute of Certified Public Accountants and the Malaysian 224 of this Annual Report. The Company’s financial
Institute of Accountants. statements are included on pages 225 to 348 of this
Annual Report.
It is required under the Terms of Reference of the AC for a
key audit partner to observe a cooling-off period of at least The performance of the AC for the financial year under
two (2) years before being appointed as a member of the AC. review was evaluated as part of the BEE exercise. Based on
the results of the BEE exercise, the Board was generally
The composition of the AC is reviewed by the NRC satisfied that the AC collectively and its members
annually and appropriate recommendations are made to individually, had discharged their functions, duties and
the Board. With the view to maintain an independent and responsibilities effectively in accordance with the Terms of
effective AC, the NRC ensures that only Independent Reference of the AC.
Non-Executive Directors who are financially literate,
possessing the appropriate level of expertise and The overall duties and responsibilities of the AC are set out
experience with a solid understanding of the Company’s in the AC Report on pages 181 to 185 of this Annual Report.
business would be considered for membership on the AC.

The Terms of Reference of the AC are available on Relationship with External Auditors
Sime Darby Property’s corporate website at
www.simedarbyproperty.com/who-we-are/corporate- Through the AC, the Company maintains a professional and
governance. transparent relationship with its external auditors,
PricewaterhouseCoopers PLT.
The AC assists the Board in overseeing, monitoring and
assessing the reliability and quality of the Group’s financial The AC has in place policies and procedures to review and
statements, management of financial risk processes, assess the appointment or re-appointment of the external
financial reporting practices and system of internal auditors in respect of their suitability, objectivity and
controls. This is to ensure that the Board dispenses its independence. The AC in this regard assesses and reviews
fiduciary responsibility to present to the shareholders, annually among others, the adequacy of their experience
investors and stakeholders a clear, balanced and and resources, their audit engagements and the experience
meaningful evaluation of the Group’s financial position, of the engagement partners and staff in accordance with
performance and prospects. the requirements of the Group.
150 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The AC meets with the external auditors to review the The GCA is headed by its Chief Assurance Officer,
scope and adequacy of the audit plan and process, Encik Aravindan K Devapalan and is staffed by fifteen
the annual financial statements and their audit findings. internal auditors with relevant experience and
At the meeting, the external auditors will highlight to the qualifications.
AC matters that warrant its attention.
The AC oversees the performance and effectiveness of the
The AC also meets with the external auditors without the Internal Audit Function based on the approved key
presence of the Management and Group Managing performance indicators, assesses the competency and
Director/Acting Group Chief Executive Officer to enable experience of the Internal Audit staff as well as the
the AC to discuss matters privately with them. During the adequacy of the resources in order for the Internal Audit
financial year under review, the AC met the external function to carry out its work effectively.
auditors twice without the presence of the Management.
The internal audits include evaluation of the processes
Aside from the provision of statutory services, the external where significant risks are identified assessed and
auditors provide non-audit services to the Company. managed. Such audits ensure that instituted controls are
The proposed fees for the non-audit services are reviewed appropriate and effectively applied to achieve an
by the AC and approved by the Board. In its review, acceptable level of risk exposure that is consistent with the
the AC ensures that the independence and objectivity of Group’s risk management policy.
the external auditors are not compromised. In addition,
the AC must be satisfied that there is no element of To reflect its independence, Internal Audit reports to and
conflict of interest and the fees chargeable are within the has direct and unrestricted access to the AC while the
allowable threshold set. Chief Assurance Officer reports functionally to the Board
through the AC.
The AC was satisfied with the quality of audit,
performance, competency and sufficient resources A summary of the activities of the GCA during the financial
provided to the Group by the external auditors during the year under review is set out in the AC Report on pages 183
financial year under review. The AC was also satisfied that to 185 of this Annual Report.
the provision of the non-audit services by the external
auditors to the Company did not impair their objectivity
and independence as external auditors of Sime Darby Risk Management and Internal Control
Property.
Framework
Having considered the outcome of the annual assessment The Board takes cognisance of its overall responsibility in
of the external auditors, the Board approved the establishing a sound risk management and internal control
recommendation for the shareholders’ approval to be system as well as reviewing its adequacy and effectiveness.
sought at the forthcoming AGM on their re-appointment as The governance structure that is in place ensures effective
external auditors of the Company. oversight of risks and controls in the Group.

The Board fulfils its responsibilities in the risk governance


Internal Audit Function and oversight functions through the RMC. The RMC
consists of Non-Executive Directors, two (2) of whom are
The Group has established an internal audit function which Independent Non-Executive Directors and is chaired by an
is carried out by the Group Corporate Assurance (“GCA”). Independent Non-Executive Director. The RMC ensures
Internal Audit’s main responsibility is to provide an that the overall risk exposures and outcomes affecting the
independent and objective assessment on the adequacy Group are effectively managed and addressed by the
and effectiveness of the Group’s risk management, internal Board. More specifically, the RMC is mandated to
control and governance processes implemented by the formulate policies and frameworks to identify, monitor,
Management. The Internal Audit function is independent manage and control material risks impacting the Group.
of the activities or operations of other operating units.
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The RMC supports the Board by establishing and The Board is also satisfied with the performance of the
overseeing the Group Risk Management Framework of the RMC in discharging its responsibilities based on the results
Sime Darby Property Group and regularly assessing the of the BEE exercise.
framework to ascertain its adequacy and effectiveness.
The information relating to Policies and Procedures on
In terms of internal controls, the AC regularly evaluates the Related Party Transactions and Conflict of Interest Situations,
adequacy and effectiveness of the internal control system Risk Management Processes and Internal Control procedures
by reviewing the internal audit reports prepared by the can be found in the AC Report and the Statement of Risk
GCA and considering major findings, recommendations, Management and Internal Control on pages 181 to 185 and
Management’s responses and follow-up actions. pages 168 to 180 of this Annual Report respectively.

The Board is of the view that the system of internal control


and risk management in place during the financial year
under review is sound and sufficient to safeguard the
Group’s assets as well as shareholders’ investments and the
interests of stakeholders.

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP


WITH STAKEHOLDERS
Effective Communication with Stakeholders
Sime Darby Property is committed to and ensures that its communication with its shareholders and various stakeholders,
both internally and externally is open, effective, clear, transparent, factual and timely. Sime Darby Property continuously
discloses and disseminates comprehensive relevant and material information to the public through various channels to
keep its stakeholders informed of its business activities, strategies and financial performance. This would enable the
stakeholders to make informed decisions as well as for shareholders to exercise their rights.

Sime Darby Property engages with institutional stakeholders and analysts and conduct regular briefings to further explain
the Group’s quarterly financial results. These continuous engagement programmes promote better understanding of the
Group’s financial performance and operations and keep them apprised on its business development.

Information on the Group’s business activities and financial performance is also disseminated through various platforms
such as announcements to Bursa Malaysia on its financial results and disclosures on the Company’s corporate website.
This helps to promote accessibility of information to Sime Darby Property’s shareholders and other stakeholders.
Other communication channels with the stakeholders include annual reports and roadshows conducted by the Investor
Relations Division.

Additionally, Sime Darby Property embraces social media, apart from the Company’s corporate website, as an important
communication channel with stakeholders as these channels allow immediate access to information as well as providing a
platform for feedback from stakeholders.

The Annual Report, the quarterly financial results announcement and other corporate information are made available on
the Company’s corporate website at www.simedarbyproperty.com/investor-relations.

The Company’s Annual Report is the primary channel of communication with the Group’s stakeholders. The contents of
the Annual Report are extensive and meet the disclosure requirements of the Listing Requirements and other regulatory
requirements.
152 A N N U A L R E P OR T 2 0 1 9

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Company has adopted the International Integrated The questions and responses were also uploaded onto the
Reporting Framework issued by the International Company’s corporate website prior to the 46th AGM.
Integrated Reporting Council since issuance of the Thereafter, a copy of the presentation by the then Group
Annual Report 2018 and has continued to adopt the same Managing Director was made available on the Company’s
framework in this Annual Report. The Board recognises corporate website upon conclusion of the 46th AGM.
that the integrated process is an ongoing journey to
improve the quality of information disclosures to All resolutions tabled at the 46th AGM were carried out by
stakeholders in order to promote greater transparency and way of poll through electronic voting and the results were
accountability. announced to Bursa Malaysia on the same day.
Tricor Investor & Issuing House Services Sdn Bhd was
The Company remains steadfast in its commitment that all appointed as Poll Administrator to conduct the polling
communication with stakeholders is conducted in a manner process whilst Deloitte Risk Advisory Sdn Bhd was engaged
that does not contravene the COBC and/or other as an independent scrutineer to verify the poll results.
applicable policies and regulations as outlined under Group
Policies and Authorities of the Group. As an initiative to explore the leveraging of technology to
broaden its channel of dissemination of information,
enhance the quality of engagement with its shareholders
Conduct of General Meetings and facilitate further participation of shareholders at the
Company’s general meetings as well as to promote
The AGM serves as the principal platform for open environmental sustainability and cost efficiency,
dialogue and direct two-way interaction between the Sime Darby Property has established an e-communication
widest range of shareholders, the Board and the platform with shareholders for the following:
Management.
1) Sime Darby Property’s Annual Report 2019 onwards
Sime Darby Property held its 46th AGM on 2 May 2019, together with Circular to Shareholders.
being its second AGM post the listing of the Company.
2) E-Lodgement of proxy forms by shareholders for
The notice of the 46th AGM was issued to the shareholders Sime Darby Property’s 47th AGM onwards.
on 3 April 2019 together with the Abridged Annual Report
which was more than twenty-eight (28) days before the Shareholders may register as a user with Tricor Investor &
46th AGM. The notice of the 46th AGM provided details of Issuing House Services Sdn Bhd’s TIIH Online at
the resolutions proposed along with relevant information https://tiih.online. An e-mail will be sent to the entitled
to enable the shareholders to evaluate and vote registered users to enable them to submit their proxy
accordingly. forms through e-submission facility via TIIH Online.

A total of 3,227 members registered in person or by proxy In light of the current Coronavirus Disease 2019
prior to the commencement of the 46th AGM. (COVID-19) outbreak, Sime Darby Property has accelerated
The Chairman briefed the voting procedures and programme its initiative to implement remote shareholders’
outlined including proceedings that would take place. participation and online remote voting (or voting in
The Board encouraged active participation by the absentia) at the 47th AGM by leveraging on technology in
shareholders and investors at the meeting. The Chairman accordance with Section 327 (1) and (2) of the Companies
also opened the floor for questions as a platform for the Act 2016 and Rule 72 of the Company’s Constitution.
shareholders to seek and clarify any issues and to have a Shareholders who attend the 47th AGM via remote
better understanding of the Group’s businesses. All Directors participation will also be able to submit any questions
and Senior Management together with external auditors during the AGM for the Company to respond. Shareholders
and legal counsel were present at the 46th AGM in order to are encouraged to take advantage of the said technology
provide responses to questions raised by the shareholders. to attend the AGM remotely.

The then Group Managing Director also presented the


overall performance and the moving forward plan of
Sime Darby Property Group at the 46th AGM. In addition,
questions raised by Minority Shareholders Watch Group
(“MSWG”) and the Company’s responses were presented
for the benefit of the shareholders.
GOVERNANCE
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Investor Relations
Sime Darby Property’s Investor Relations is principally tasked with facilitating effective communication channels between
the Group and the investment community.

The Investor Relations has an extensive programme that involves the holding of regular meetings, conference calls,
site visits, road shows and conferences, all of which are intended to keep the investment community abreast of the
Group’s strategic developments and financial performance.

Any enquiries on investor related matters may be directed to [email protected] or:

Sime Darby Property Berhad


Level 7, Block G
No. 2, Jalan PJU 1A/7A
Ara Damansara, PJU 1A
47301, Petaling Jaya
Selangor Darul Ehsan
Malaysia
Tel: +603-7849 5000

Statement by the Board on Compliance


The Board considers that Sime Darby Property has substantially complied and applied the three (3) Principles and
Best Practices of the MCCG for the financial year ended 31 December 2019. This CG Overview Statement together with
the CG Report set out the manner in which the Company observes the Intended Outcomes as prescribed in the MCCG.
The Board remains steadfast in upholding the highest standards of corporate governance practices to safeguard the
interests of all its stakeholders.

This CG Overview Statement was approved by the Board of Sime Darby Property on 10 April 2020.
154 A N N U A L R E P OR T 2 0 1 9

NOMINATION AND REMUNERATION COMMITTEE REPORT

The Nomination and Remuneration Committee (“NRC”) is pleased to present its


report for the financial year ended 31 December 2019 in compliance with Paragraph
15.08A (1) of the Main Market Listing Requirements (“Listing Requirements”) of
Bursa Malaysia Securities Berhad and the Malaysian Code on Corporate Governance
(“MCCG”) published by the Securities Commission in year 2017.

This report provides shareholders with valuable insight into the activities of the
NRC during the financial year under review and how the NRC plays a key
oversight role for the Board.

Key Roles of the NRC The NRC is also responsible for developing plans to
identify the necessary and desired competencies and skills
In compliance with the requirement of Paragraph 15.08A(1) of Directors and succession plans to ensure that there is
of the Listing Requirements, the NRC of Sime Darby appropriate dynamics of experience, diversity and expertise
Property Berhad (“Sime Darby Property” or “the on the Board. The Board has put in place succession
Company”) comprises as at the date of this report, planning principles to ensure there is orderly identification
exclusively Non-Executive Directors (“NEDs”), the majority and selection of new NEDs in the event of an opening on
of whom are Independent Non-Executive Directors. The the Board. The Board via the NRC also oversees the
NRC is chaired by an Independent Non-Executive Director, appointment and succession planning of the critical
which is consistent with Practice 4.7 of the MCCG. positions in the Group with focus on human capital
development.
The NRC’s role, amongst others, is to assist the Board in
fulfilling its responsibilities with regard to the appropriate
size and balance of the Board, the required mix of skills, Terms of Reference
experience, knowledge, diversity and other qualities,
including core competencies which NEDs should bring to The NRC is governed by a clearly defined and documented
the Board. All of these considerations, in the Board’s view, Terms of Reference (“TOR”). The TOR of the NRC is
facilitate effective governance and decision making. consistent with the Listing Requirements and the MCCG.
All the requirements under the TOR are complied with. The
In discharging this role, the NRC ensures that there is a TOR is assessed, reviewed and updated, as the need arises,
formal and appropriate procedure for the appointment of to ensure that the terms remain relevant, up-to-date and in
new Directors to the Board and is responsible for making conformity with the various changes in regulations.
recommendations to the Board.
For more information on the TOR of the NRC,
Additionally, the NRC determines and makes please refer to Sime Darby Property’s corporate website at
recommendations to the Board on the Company’s www.simedarbyproperty.com/who-we-are/corporate-
framework and policy for the remuneration of the NEDs, governance.
the Group Managing Director (“GMD”) and key critical
positions in the Sime Darby Property Group (“the Group”).
GOVERNANCE
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Overview of Activities for the Financial Year Under Review


Throughout the financial year under review, the NRC continued to provide critical support to the Board in relation to the
succession planning of the Board and Management.

During the financial year under review, the NRC considered and recommended to the Board for approval, the acceptance
of the early cessation of contract of Dato’ Sri Amrin Awaluddin as the GMD with effect from 3 May 2019 and the
resignation of Datuk Tong Poh Keow as Executive Director of the Company with effect from 31 May 2019.

The NRC also reviewed and recommended the appointment/renewal or non-renewal of contracts as the case may be of
senior critical roles and positions in Sime Darby Property.

The NRC conducted a rigorous and robust identification and selection process for the appointment of the right candidate
to assume the position of GMD. Upon the recommendation by the NRC, the Board approved the appointment of
Dato’ Azmir Merican Dato’ Azmi Merican as the GMD of Sime Darby Property with effect from 22 April 2020.

During the financial year under review, the NRC carried out among others, the following key activities in discharging its
functions, duties and responsibilities:

Nomination Function Remuneration Function Governance Function

1. Reviewed, assessed and 1. Reviewed and recommended to the 1. Engaged an independent third
recommended the selection of Board the remuneration framework party external consultant to
potential candidates for the for the NEDs on the Board and facilitate the conduct of the
position of GMD of the Group. Board Committees of the Group. Board Effectiveness Evaluation.
2. Reviewed and assessed the 2. Reviewed the Group’s remuneration 2. Reviewed and recommended to
performance of and made and salary structure for employees. the Board the refinements made
recommendations to the Board to the Board Charter in relation
3. Recommended the Financial Year
with regard to Directors to Conflict of Interest.
(“FY”) 2019 bonus formula and
seeking re-election at the
bonus budget as well as the FY2020 3. Reviewed and recommended to
Company’s forthcoming
salary increment and promotion the Board the formation of a
Forty-Seventh Annual General
budget for employees of the Group. Directors’ Development Plan.
Meeting (“47th AGM”).
4. Assessed and recommended the 4. Reviewed and endorsed the
3. Reviewed the composition of
appointment, resignation, disclosures in the NRC Report
the Board and Board
confirmation and contract renewal for the financial year under
Committees and the selection
of key critical positions of the review for inclusion in the 2019
of potential candidates for
Group including Group Chief Annual Report to ensure that it
nomination as an Independent
Financial Officer, Chief People was prepared in compliance with
Non-Executive Director.
Officer and Chief Executive Officer, the relevant regulatory
4. Reviewed and approved the Malaysia Vision Valley. requirements and guidelines.
Senior Critical Roles and
5. Reviewed and recommended the
Succession Pool of the
Performance Assessment for the
Company.
Company, GMD and GMD-1 for the
5. Reviewed the update on financial period ended 31 December
People Strategy and 2018.
Transformation Initiatives.
6. Deliberated and reviewed the Total
Rewards Review and Design
Exercise conducted by an external
consultant.
156 A N N U A L R E P OR T 2 0 1 9

NOMINATION AND REMUNERATION COMMITTEE REPORT

Composition, Meetings and Attendance

As of the date of this report, the NRC consists of five (5) members, comprising exclusively of Non-Executive Directors,
the majority of whom are Independent Non-Executive Directors. The NRC is chaired by an Independent Non-Executive
Director, Datin Norazah Mohamed Razali.

Following the redesignation of Dato’ Johan Ariffin from Independent Non-Executive Director to Non-Independent
Non-Executive Director on 30 December 2019, Datuk Poh Pai Kong was appointed as an additional member of the NRC on
26 February 2020. The profile of Datuk Poh Pai Kong is disclosed on page 103 of the Annual Report.

The NRC meetings for the financial year under review were scheduled in advance of the financial year to allow members
to plan ahead and incorporate the NRC meetings into their respective schedules.

The NRC met eight (8) times during the financial year under review to discharge its duties and functions as a Committee
of the Board. The composition of the NRC and the attendance record of its members for the financial year under review
are as follows:

No. of Meetings
Members Designation Attended

Datin Norazah Mohamed Razali Independent Non-Executive Director 8/8


(Chairman)

Dato’ Johan Ariffin Non-Independent Non-Executive Director 8/8


(Member) (Redesignated on 30 December 2019)

Datuk Dr Mohd Daud Bakar Non-Independent Non-Executive Director 8/8


(Member)

Dato’ Seri Ahmad Johan Mohammad Raslan Independent Non-Executive Director 8/8
(Member)

Datuk Poh Pai Kong Independent Non-Executive Director *


(Member) (Appointed on 26 February 2020)

* Not applicable.

During the financial year under review, meetings of the NRC were attended by the GMD or in his absence, the Acting
Group Chief Executive Officer and Chief People Officer. Other members of Board and Senior Management were invited to
meetings of the NRC, when necessary, to support detailed discussions and to brief and furnish the NRC with necessary
information and clarification to relevant items on the agenda.

The Group Secretary acts as Secretary to the NRC.

The agenda and meeting papers relevant to the business of the meeting are distributed to the NRC members not less than
five (5) business days from the date of the meeting via a secured collaborative software. The software not only eases the
process of distribution of meeting papers and minimises the risk of leakage of sensitive information, it also enables the
Directors access to the proposal papers electronically.

All proceedings of the NRC are properly documented and recorded in the minutes of each meeting, including comments
made by each member, how they have voted and pertinent observations and reservations. The minutes of the NRC
meetings are circulated to all members for their perusal and comments well in advance and the signed minutes of each
NRC meeting are properly kept by the Group Secretary. Minutes of the NRC meeting are tabled for confirmation at the
next NRC meeting, following which extracts of the decisions are escalated to the relevant process owners for action. The
Minutes are thereafter circulated to the Board for notation. The Chairman of the NRC provides a report, highlighting
significant points of the decisions and recommendations made by the NRC to the Board.
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Board Composition and Diversity 3) ETHNIC DIVERSITY

The Board will work towards diversifying the ethnic


The Board Composition Policy of Sime Darby Property was
composition of the Board as and when vacancies arise
adopted by the Board on 26 July 2017. The Board
and suitable candidates are identified.
Composition Policy is aligned with the recommendations of
the MCCG. The policy ensures that the mix and profiles of
4) INDEPENDENCE OF DIRECTORS
Board members in terms of age and gender provide the
necessary range of perspectives, experience and expertise The Board believes that a Board comprising a majority
required to achieve effective stewardship and of Independent Directors allows for more effective
management. oversight of Management. Their role broadly includes
improving the corporate credibility and governance
The Board believes that a truly diverse and inclusive Board standards of the Company, functioning as a watchdog,
will leverage on differences in thought, perspective and playing a vital role in risk management and as active
knowledge, skill, industry experience and geographical members of Committees set up by the Board to ensure
background, age and gender, all of which will ensure that good governance.
Sime Darby Property retains its competitive advantage.
Currently, five (5) out of nine (9) directors of Sime
The Board’s progress towards achieving targets set out in Darby Property are Independent Non-Executive
the Board Composition Policy is set out below: Directors.

1) GENDER DIVERSITY During the financial year under review, the NRC
reviewed the Board composition taking into
The Board supports the Government’s aspirational
consideration the mix of skills, competencies, industry
target of having 30 percent women’s participation on
experience, integrity, personal attributes and time
boards of Malaysian public companies. Although the
commitment required of a Director to effectively fulfill
Board has met its internal target under the Board
his or her role as a Director. Diversity in terms of age,
Composition Policy of maintaining at least two (2)
gender and ethnicity was also considered. With this in
women Directors, it will continue to actively source
mind, the NRC initiated the process of recruiting an
for suitable women candidates to increase the
Independent Director, who would have the following
representation of women on the Board by year 2020.
experience to complement and strengthen the existing
Board in discharging its duties effectively:
As of the date of this Annual Report, Sime Darby
Property has two (2) women Directors, namely Tan Sri Property development experience (i.e. has worked
Dr. Zeti Akhtar Aziz and Datin Norazah Mohamed extensively in the industry with technical
Razali, constituting 22 percent of the Board’s experience and expertise).
composition.
Industry analyst experience, specifically in property
development who is able to share holistic insights
2) AGE DIVERSITY
on the industry.
The Board is committed to work towards having a
Business development and branding.
generationally-diverse Board so as to have a balance
between maturity and experience with an injection of Legal.
energy, and greater level of flexibility and adaptability
Technology, particularly in the area of smart
to reinvigorate Sime Darby Property. Age diversity
technology and Big Data.
within the Board can enable the Board to better
understand the needs of diverse customers, employees
The sourcing process is currently ongoing and will
and investors. A Board that is diverse according to
continue into the new financial year until a suitable
many intersecting criteria is likely to be stronger than
candidate is identified.
a Board that is mostly homogenous.
158 A N N U A L R E P OR T 2 0 1 9

NOMINATION AND REMUNERATION COMMITTEE REPORT

Board Appointment Process The process flow for appointment of a Director is as


follows:
Sime Darby Property practices a formal and transparent
Board Appointment Process for the sourcing, selection,
nomination and appointment of new directors. The NRC is Circumstances giving rise to the appointment of
responsible for assessing a potential candidate for a Director
proposed directorship and submitting its recommendation
to the Board for decision. The NRC considers primarily the
candidate’s propriety and suitability for appointment based The NRC develops and deliberates selection criteria
on his/her skills, perceived ability to work cohesively with combining competencies and attributes required
other members of the Board, specialist knowledge,
competencies, experience, probity and integrity. At the
outset, the NRC considers firstly, the gaps in the Board’s
composition and requirements before sourcing, screening Search for candidates
and conducting the initial selection of potential candidates.
In this regard, the NRC has to ensure that the right balance
of skills, breadth of experience and diversity in terms of Assess and shortlist the potential candidates with
age and gender are reflected in the selection process. consultation with the NRC

In its selection of suitable candidates, the NRC adheres to


the guidelines stipulated in the Board selection criteria set
Interview shortlisted candidates
out in the Board Appointment Process. The guidelines will
assist the NRC in evaluating potential candidates for the
purpose of appointment and reappointment of Directors
with proper selection criteria. Deliberation by the NRC on the suitability of the
candidate

Sime Darby Property Board approval

Induction

Continuous Training and Annual Performance


Assessment

The Group Secretary ensures that all appointments adhere


to the governance process and that all necessary
information is obtained from the Director, both for the
Group’s own records and for the purposes of meeting
statutory obligations as well as obligations arising from the
Listing Requirements.

There was no appointment of a new Director of Sime Darby


Property during the financial year under review.
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Re-election of Directors Dato’ Johan Ariffin has informed the Board in writing of his
intention not to seek re-election at the 47th AGM.
The NRC is responsible for recommending to the Board, Accordingly, Dato’ Johan Ariffin will retire as a Director
Directors who are retiring and are standing for re-election upon the conclusion of the 47th AGM.
at the AGM pursuant to and in accordance with the
Constitution of Sime Darby Property (“the Constitution”). Dato’ Azmir Merican Dato’ Azmi Merican who was
appointed GMD on 22 April 2020 will retire in accordance
Pursuant to Rule 111 of the Constitution, at least one-third with Rule 92.3 of the Constitution and be eligible for
(1/3) of the Directors for the time being shall retire from re-election at the Company’s 47th AGM.
office at each AGM. Rule 112 of the Constitution states
that all Directors shall retire from office once in each
three (3) years. A retiring Director shall be eligible for Assessment of Independent Directors
re-election.
The NRC acknowledges the role played by and the
The Directors’ rotation list is presented to the NRC for continuous contribution of the Independent Directors in
endorsement prior to recommendation to the Board and bringing independent and objective judgement to the
thereafter to the shareholders for approval. The Board Board’s deliberations. The Board assesses the
recognises Directors’ performance as a basis in independence of its Independent Directors annually with
recommending to the shareholders for their re-election. reference to the key criteria developed by the NRC. The
This in turn, is determined through their annual evaluation criteria include independence of Management and absence
and independence assessment, which are assessed by the of any business or other relationship or circumstance that
NRC before any recommendation is made to the Board for could materially interfere or could reasonably be perceived
deliberation and approval. to materially interfere with the Independent Director’s
judgement or affect the best interests of Sime Darby
Based on the annual Board Effectiveness Evaluation, the Property as a whole.
Board and the NRC are satisfied that the Directors who are
seeking re-election at the 47th AGM of the Company have The Board had assessed the independence of each
met the performance criteria required of an effective and Independent Non-Executive Director in office for the
high performance Board and the Board’s expectations by financial year under review and has concluded that they
continuously discharging their duties diligently as Directors had each met all the criteria of an Independent Director
of the Company. Accordingly, the Board and the NRC set out in the Listing Requirements. The Board is generally
agreed that the Directors who were retiring in accordance satisfied that each Independent Non-Executive Director has
with Rule 111 of the Constitution were eligible to stand for remained independent in character and judgement and
re-election at the 47th AGM. continue to bring sound, independent and objective
judgement to Board deliberations. Each Independent
The Directors who would be retiring pursuant to Rule 111 Non-Executive Director is also free from relationships or
of the Constitution at the Company’s 47th AGM scheduled circumstances which are likely to affect or could appear to
to be held on 26 June 2020 are: affect his/her judgement.

Dato’ Jaganath Steven Derek Sabapathy


In line with the exemplary practice as recommended by the
Dato’ Johan Ariffin
MCCG, Sime Darby Property has adopted the nine (9) years
Encik Rizal Rickman Ramli
rule for Independent Non-Executive Directors pursuant to
Practice 4.2 of the MCCG. Upon completion of nine (9)
Save for Dato’ Johan Ariffin, Dato’ Jaganath Steven Derek
years, an Independent Non-Executive Director may
Sabapathy and Encik Rizal Rickman Ramli being eligible,
continue to serve on the Board subject to him/her being
have offered themselves for re-election at the 47th AGM.
redesignated as a Non-Independent Director or upon
approval obtained from the shareholders annually.
160 A N N U A L R E P OR T 2 0 1 9

NOMINATION AND REMUNERATION COMMITTEE REPORT

During the financial year under review, both Tengku Datuk The NRC reviewed the outcome of the BEE results and
Seri Ahmad Shah Alhaj ibni Almarhum Sultan Salahuddin discussed areas of improvement and enhancement that the
Abdul Aziz Shah Alhaj and Dato’ Johan Ariffin reached Board should address. The results of the BEE were
their respective nine (9) year terms as Independent presented to the Board on 26 February 2020. The Board
Non-Executive Directors on 30 December 2019. noted the findings and the areas that necessitated further
improvements. The BEE results indicated that the Board
At the 46th AGM held on 2 May 2019, the shareholders of had discharged its duties and responsibilities effectively
Sime Darby Property gave their approval for Tengku Datuk and the overall ratings for the Directors were satisfactory.
Seri Ahmad Shah to continue to act as an Independent Directors in general viewed favourably the current Board
Executive Director of the Company until the conclusion of composition and believed that it reflected balance and fit
the forthcoming 47th AGM to be held on 26 June 2020. to provide governance and stewardship to the organisation
and that the current group of Directors has contributed to
Dato’ Johan Ariffin was redesignated as a Non-Independent a Boardroom atmosphere of robust debate, engaged
Executive Director on 30 December 2019. He has opted not participation and active dialogue. The Board agreed to
to seek re-election at the forthcoming 47th AGM. maintain the optimum Board size at not more than twelve
(12) as this would enable effective oversight and
delegation of responsibilities. Moving forward, the Board
Evaluating the Performance of Directors: will pursue to further enhance this composition in ensuring
diversity and inclusivity in its decision-making process.
Board Effectiveness Evaluation
The Board conducts a formal evaluation of its members and There were also no apparent weaknesses or shortcomings
of the Board Committees on an annual basis. It is identified that warranted specific action plans by the
undertaken to assess the effectiveness of the following: Board. Nonetheless, the findings of the BEE showed that
the Board ought to continue its focus on and prioritise the
The Board as a whole and the various Board following areas of enhancement in the new financial year:
Committees;
Contribution of each individual Director; and 1) The Board views succession planning and talent
Independence of Independent Directors. development as key priorities and will ensure that
there is continued focus to make certain that the
In line with the expectations of the MCCG, the NRC Company maximises the full potential of its talent and
engaged an independent third party consultant, resources.
PricewaterhouseCoopers PLT (“PwC”) to conduct and
facilitate the Board Effectiveness Evaluation (“BEE”) for 2) The Board will continue to focus on leveraging on the
the financial year under review. strengths of its partners, sub-contractors and vendors
in project delivery. This would entail strengthening
The process of the BEE involved one-on-one interview mechanisms in place to monitor the performance of its
sessions between PwC and each Board member. Sets of third parties to ensure that the highest standards of
questionnaires which consisted of evaluations by the governance are applied for all the Company’s projects.
Board, Board Committees, Self and Peer Assessment were
developed to maximise the effectiveness and performance
of the Board in the best interests of the Company.
Audit Committee Performance Review
The indicators for performance of the Board included Pursuant to Paragraph 15.20 of the Listing Requirements,
among others, the Board dynamics and effectiveness, the NRC, through the BEE exercise for the financial year
Board structure and composition, communication with the under review, also reviewed the terms of office and
Management and stakeholders as well as strategy and performance of the Audit Committee and is satisfied that
planning for the Company. the Audit Committee as a whole and its members
individually had discharged their functions, duties and
PwC thereafter performed an independent assessment on responsibilities in accordance with the Committee’s TOR.
the findings and areas for improvement and presented
these to the NRC for its consideration.
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NRC and Risk Management Committee Effectiveness and Performance Review


Based on the BEE findings, the Board is satisfied with the performance and effectiveness of the NRC and Risk Management
Committee respectively in providing sound advice and recommendations to the Board during the financial year under review.

Board Induction and Development


The Board is mindful of the need to keep Directors properly briefed and informed of current issues. The Board members
attend external training programmes on a continuous basis to ensure they remain updated with the development of the
Company’s business and that of the industry that are likely to affect their roles and responsibilities.

As an integral part of the induction programme for new Directors, the Company provides comprehensive briefings on the
Group’s legal and governance, operations and projects, growth strategy and financial performance of the Group.

The Group Secretary assists the Board in facilitating the orientation of new Directors and co-ordinating internal training
programmes, as well as arranging for external training programmes.

During the financial year under review, the Group Secretary’s office facilitated the Directors’ attendance in external
training programmes, workshops and seminars that covered areas which were considered as useful and relevant to the
Directors in contributing to the effective discharge of their duties as Directors. During the financial year under review,
the Group Secretary’s office also conducted an inaugural in-house training for the Board and Senior Management which
covered the following topics:

No Topic Speaker

1 Section 17A, Malaysian Anti-Corruption Puan Latheefa Koya


Commission Act 2009 Former Chief Commissioner,
Malaysian Anti-Corruption Commission (“MACC”)

2 Update on Accounting Standards Puan Nurul A’in Abdul Latif


Markets Leader, PricewaterhouseCoopers Malaysia

3 Reputation Resilience & Crisis Management Mr. Mark Worthington


Out of Control but in Command Co-Founder and Managing Director,
How to Manage the New Realities of Business Klareco Communications, Singapore

The then MACC Chief Commissioner, Puan Latheefa Koya was invited to have a dialogue session with the Board and
Senior Management to provide insights and perspectives on the enforcement of the new Corporate Liability provision of
Section 17A of the MACC Act 2009. The session was a strong testament that the Board embraces governance culture that
is clean, ethical and uncompromisingly compliant to appropriate policies and procedures of the Group.

The Board was regularly apprised on the property market updates during the annual Board Retreat.
162 A N N U A L R E P OR T 2 0 1 9

NOMINATION AND REMUNERATION COMMITTEE REPORT

Board Remuneration
The fees and benefits for NEDs are determined by the Board and are subject to the approval of the shareholders of Sime
Darby Property at a general meeting.

The breakdown of the fee structure of individual Directors of Sime Darby Property on a named basis paid during the
financial year under review is provided in the Corporate Governance Report which is accessible to the public for reference
at the Company’s corporate website www.simedarbyproperty.com.

During the financial year under review, the NRC appointed an external consultant to conduct a fresh review of the NEDs’
Remuneration Framework taking into consideration the NEDs’ fiduciary duties and time commitments expected of the
NEDs and Board Committee members. In this review exercise, the NRC also considered the remuneration of directors of
public listed companies comparable to Sime Darby Property based on industry and market capitalisation to ensure that
the NEDs’ Remuneration Framework was competitive in reflecting the prevalent market rate.

Pursuant to the findings of the consultant, the Board will be seeking shareholders’ approval at the forthcoming 47th AGM,
for a revision to the NEDs’ Remuneration Framework as follows:

Annual Fixed Fees

Current NED Fees Proposed NED Fees


(RM) (RM)

Chairman 540,000 No change

Resident Director 220,000


220,000
Non-Resident Director 360,000

Audit Chairman 80,000 70,000

Audit Member 50,000 40,000

Other Committees* Chairman 60,000 70,000


Other Committees* Member 35,000 40,000

* Note: Excluding Special Committee of the Board.

The rationale for the proposal is as follows:

1) Board fees should commensurate with the level of responsibilities and be competitive against the market where it
will source candidates for Board positions (e.g. different geographical locations, different domain expertise, etc), in
order to attract candidates with the requisite skill set and experience.

2) To maintain target positioning of 75th percentile of the market (the market will be defined as where Sime Darby
Property will source its Board candidates from), given the transformation Sime Darby Property is undergoing and the
fact that it needs to continue to attract top candidates.

3) To consider differentiating fees for Resident and Non-Resident only when the skill set and experience are not
available in the Malaysia market.

4) To align fees for Board Committees as all Board Committees have similar fiduciary responsibilities.

5) Benefits-in-kind provisions should pass the strict test of being in the public interest. Excessive remuneration may not
be aligned with shareholders’ interest.
GOVERNANCE
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On 16 January 2020, the Board approved the establishment Directors’ Development Analysis
of a temporary Special Committee of the Board to oversee
the implementation and monitoring of the Board’s During the financial year under review, at the request of
decisions, to make decisions in carrying out its roles and to NRC, the Group Secretary collaborated with the Institute
provide strategic guidance for the Group as delegated by of Corporate Directors Malaysia (“ICDM”) to undertake a
the Board in its TOR. The Board at the same meeting, Directors’ Training Needs Assessment which would be
further agreed that a meeting allowance of RM1,500 per documented in a Directors’ Training Framework. The
person be provided to the members of the Special Framework will help identify the training requirements and
Committee. The tenure of the Committee shall continue up development aspirations of individual Directors in a more
to Third (“3rd”) Quarter 2020 and if deemed necessary by structured manner. These will then translate into a training
the Board, shall be extended for another three (3) months and development plan covering areas such as regulatory
(or up to the Fourth (“4th”) Quarter 2020). compliance, sustainability and innovation. Following the
individual and collective assessment of the Directors, a list
Approval of the shareholders will also be sought at the of training programmes was recommended to the Board for
forthcoming 47th AGM for the following additional benefits its endorsement.
to be provided to the NEDs:

1) The introduction of a meeting allowance of RM1,500 Succession Planning


per person per meeting, payable to members of the
Special Committee and any other NEDs who attend Succession planning is an integral part of the Board’s
and participate in the Special Committee Meeting. corporate governance practices. The Board believes that
the membership and composition of the Board should be
2) Per diem allowance for official events which was assessed from time to time, while ensuring continuity in
previously approved at RM1,000 per day shall instead meeting the Group’s long-term goals and objectives.
be reimbursed on reasonable claims basis.
A structured succession plan addresses the composition
The Company is however not seeking any increase in and effectiveness of the Board. This responsibility has been
approval limit in respect of the amount of benefits payable given to the NRC to ensure the orderly identification and
to the NEDs from that approved in the 46th AGM. selection of new NEDs in the event of a vacancy or an
opening by reason of an anticipated retirement or
Further details of the benefits payable to the NEDs could expansion in the size of the Board. The NRC would also
be found in the explanatory notes to the Notice of the ensure that there is an appropriate dynamics of skills,
47th AGM of Sime Darby Property. experience, expertise and diversity on the Board.

In addition to the succession plan for the Board, the NRC


also looks at criticality of positions, identification and
Total Rewards Review and Exercise
selection of talents based on pre-defined competency
An external consultant was engaged during the financial profiles and drawing up individual development plans to
year under review to conduct a Total Rewards Review and bridge the competency gap. In February 2019, the NRC
Exercise of Sime Darby Property to ensure competitiveness reviewed the Company’s succession planning for senior
to the market in order to attract and retain the right talent critical roles and talent pool demographics with the
that will help drive the Company’s business goals and assistance of an external consultant. The process involved
strategies. enhancement of the Succession Planning Framework which
encompasses talent management and human capital
development for the key critical management positions.
164 A N N U A L R E P OR T 2 0 1 9

ADDITIONAL COMPLIANCE INFORMATION

The information set out below is disclosed in compliance with the Main Market
Listing Requirements of Bursa Malaysia Securities Berhad:

1. Utilisation of Proceeds Property was granted call options by SD


Plantation to purchase the legal and beneficial
There were no proceeds raised from corporate ownership of and titles to the following 9 parcels
proposals during the financial year ended of land at any time during the period commencing
31 December 2019. from the date of the listing of and quotation for
the entire issued share capital of Sime Darby
Property on the Main Market of Bursa Malaysia
2. Audit and Non-Audit Fees Securities Berhad (“Listing Date”) and ending on
the date falling 5 years from the Listing Date with
The amount of audit and non-audit fees paid to an option to extend for another 3 years (to be
external auditors by the Group and the Company for mutually agreed by Sime Darby Property and SD
the financial year ended 31 December 2019 are as Plantation) at a purchase price to be determined
follows: by valuations to be conducted by an agreed
Group Company independent valuer, subject to the terms and
RM’000 RM’000 conditions of the respective agreements, which
include the prior approval of the shareholders of
Audit fees 2,298 347 the parties, if required by applicable law or rules
Non-Audit fees 2,334 1,061 of a stock exchange:
(a) 1,862 acres of land located within Kulai A
Services rendered by PricewaterhouseCoopers PLT are estate in Johor (“Kulai A Estate”);
not prohibited by regulatory and other professional
requirements, and are based on globally practiced (b) 3,186 acres of land located within Kulai B
guidelines on auditors’ independence. estate in Johor (“Kulai B Estate”);
(c) 2,000 acres of land located within Sepang
estate in Selangor;
3. Material Contracts Involving Directors’ (d) 993 acres of land located within Sungai
and Major Shareholders’ Interests Kapar Estate in Selangor;

Save as disclosed, there were no material contracts (e) 2,000 acres of land located within West
entered into by the Group involving the interest of Estate, Carey Island, Jugra Kuala Langat in
Directors and major shareholders, either still subsisting Selangor (“West Estate, Carey Island”);
at the end of the financial year ended 31 December
(f) 485 acres of land located within Lothian
2019 or entered into since the end of the previous
(Sepang) estate in Selangor;
financial period:
(g) 864 acres of land located within Byram
I) LAND OPTION AGREEMENTS AND estate in Pulau Pinang (“Byram Estate”);
SUPPLEMENTAL CALL OPTION AGREEMENTS
(h) 268 acres of land located within Ainsdale
Sime Darby Property Berhad (“Sime Darby West estate in Negeri Sembilan; and
Property”) had, on 25 August 2017, entered into
(i) 148 acres of land located within Bukit
9 separate call option agreements (“Land Option
Selarong estate in Kedah (“Bukit Selarong
Agreements”) with Sime Darby Plantation Berhad
Estate”).
(“SD Plantation”) pursuant to which Sime Darby
GOVERNANCE
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The options are granted for a nominal Notice and prior to the execution of the sale and
consideration of RM10 each. purchase agreement. If shareholders’ approval
shall be required for the acquisition of that option
Further to the above, Sime Darby Property had, land under any applicable law or rules of a stock
on 17 June 2019, entered into five (5) separate exchange, Sime Darby Property shall seek such
supplemental call option agreements with SD shareholders’ approval prior to the issuance of the
Plantation (“Supplemental Call Option Option Notice.
Agreements”) to vary, replace and substitute the
following option lands under the relevant Land The parties agree that, not less than three months
Option Agreements: prior to any of the events referred to above, a
valuer shall be appointed to value the option land
(i) Byram Estate;
for the purposes of determining the price payable
(ii) Bukit Selarong Estate; by Sime Darby Property to SD Plantation for the
purchase of the option land. The parties also
(iii) Kulai A Estate;
agree that any such valuation report shall be
(iv) Kulai B Estate; and issued by the valuer no earlier than six months
prior to the date of the later of the respective
(v) West Estate, Carey Island,
general meetings of shareholders for the
shareholders’ approvals referred to above (as the
with the following lands:
case may be).
(i) 2,540 acres of land in Bukit Cheraka Estate,
District of Kuala Selangor; The agreed independent valuer shall value the
option land based on agricultural status with
(ii) 1,077 acres of land in Bukit Kerayong Estate,
development potential using the methodology as
District of Kuala Selangor; and
it may determine.
(iii) 2,177 acres of land in Jalan Acob Estate,
District of Klang, The parties further agreed that, following the
acquisition of the relevant option lands, if Sime
together with: Darby Property intends to lease, rent or grant
licenses over any part of the option lands for the
(i) a reduction of the acreage of Kulai A Estate
purposes of oil palm planting and/or harvesting
from 1,862 acres to 915 acres; and
(and/or agricultural venture), Sime Darby Property
(ii) a reduction of the acreage of West Estate, agreed to first offer the same to SD Plantation. If
Carey Island from 2,000 acres to 1,350 acres. SD Plantation exercises its right to obtain a
tenancy over such lands, the parties are bound to
At any time during the option period, Sime Darby enter into a tenancy agreement in the form of the
Property may exercise the call option in respect of template tenancy agreement attached to the
the option lands by sending a notice substantially respective Land Option Agreements.
in the form set forth in the respective Land
Option Agreements (“Option Notice”) to SD Permodalan Nasional Berhad (“PNB”) and Amanah
Plantation, to require SD Plantation to sell the Raya Trustees Berhad – Amanah Saham
option lands. The Option Notice shall expressly Bumiputera (“ASB”) are deemed interested in the
state that the sale of the option land by SD Land Option Agreements and Supplemental Call
Plantation is subject to the approval of the Option Agreements.
shareholders of SD Plantation having been
obtained (if shareholders’ approval shall be PNB is a person connected with ASB and is a
required for the sale of that option land under any substantial shareholder of Sime Darby Property.
applicable law or the rules of a stock exchange).
Where such shareholders’ approval is required, SD ASB is a major shareholder and also the largest
Plantation shall seek such shareholders’ approval shareholder of Sime Darby Property. ASB is also a
at any time after the issuance of the Option major shareholder of SD Plantation.
166 A N N U A L R E P OR T 2 0 1 9

ADDITIONAL COMPLIANCE INFORMATION

(II) MVV OPTION AGREEMENTS (III) LOAN RESTRUCTURING AGREEMENT

Sime Darby Property had, on 25 August 2017, Sime Darby Property (London) Limited (formerly
entered into 29 separate call option agreements known as Sime Darby London Limited) (“SDP
(“MVV Option Agreements”) with Kumpulan Sime London”), Robt. Bradford & Company Ltd (“Robt.
Darby Berhad (“KSDB”) (12 of the affected option Bradford”) and Robt. Bradford Hobbs Savill Ltd
agreement were amended pursuant to separate (“Robt. Bradford Hobbs Savill”), had, on 25
letters all dated 9 November 2017) where Sime August 2017, entered into a loan restructuring
Darby Property was granted call options to agreement (“Loan Restructuring Agreement”) with
purchase the legal and beneficial ownership of SDB, Kumpulan Sime Darby Berhad (“KSDB”) and
and title to 29 parcels of land (being 1 parcel Sime Darby Far East (1991) Ltd (“SDFE”).
under each call option agreement) or any part
thereof, totaling about 8,796 acres, all of which Under this Agreement, in exchange for Robt.
are located within the Mukim of Labu, Negeri Bradford and Robt. Bradford Hobbs Savill being
Sembilan (“MVV Option Lands”) at any time released and discharged from all liabilities,
during the period commencing from the Listing obligations, claims, demands and actions relating
Date and ending on the date falling 5 years from to their respective GBP13,540,324.30 and
the Listing Date with an option to extend for GBP15,116,583.94 loans repayable to SDFE, SDP
another 3 years (to be mutually agreed by Sime London would be solely responsible to make all
Darby Property and KSDB) at a purchase price to such payments and advances to Robt. Bradford
be determined by valuations to be conducted by and its subsidiaries (“RB Group”) for any such
an agreed independent valuer, subject to the amount that RB Group and certain other
terms and conditions of the MVV Option companies as listed in the funding and indemnity
Agreements, which include the prior approval of agreement dated 15 June 1982 are required to
shareholders of the party(ies), if required by settle with respect to any insurance claims from
applicable law or rule of a stock exchange. The their customers or to discharge their liability in
agreed independent valuer shall value the MVV relation to their previous business undertaking.
Option Lands based on market value, using the
methodology as it may determine. The option is No contingent liabilities for such claims have been
granted for a nominal consideration of RM10. recorded in the accounts of the RB Group on the
basis that such companies have ceased trading in
PNB and ASB are deemed interested in the MVV the late 1980s and no creditor claims have been
Option Agreements. made since 2005.

KSDB is a wholly-owned subsidiary of Sime Darby PNB and ASB are deemed interested in the Loan
Berhad (“SDB”). Restructuring Agreement.

PNB is a person connected with ASB and is a SDP London and Robt. Bradford are direct and
substantial shareholder of Sime Darby Property. indirect wholly-owned subsidiaries of Sime Darby
Property, respectively, and Robt. Bradford Hobbs
ASB is a major shareholder and also the largest Savill is an indirect subsidiary of Sime Darby Property.
shareholder of Sime Darby Property. ASB is also a
major shareholder of SDB and indirect major SDFE and KSDB are wholly-owned subsidiaries of
shareholder of KSDB. SDB.

PNB is a person connected with ASB and is a


substantial shareholder of Sime Darby Property.

ASB is a major shareholder and also the largest


shareholder of Sime Darby Property. ASB is also a
major shareholder of SDB and indirect major
shareholder of SDFE and KSDB.
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(IV) DONATION AGREEMENT The decision of the governing council of the


Foundation will be final and binding.
Sime Darby Property had, on 25 August 2017,
entered into a donation agreement (“Donation
PNB is a person connected with ASB and is a
Agreement”) with Yayasan Sime Darby
substantial shareholder of Sime Darby Property.
(“Foundation”) where Sime Darby Property
endeavours to make an annual cash donation of
ASB is a major shareholder and also the largest
RM20,000,000 to the Foundation for a term of 5
shareholder of Sime Darby Property.
years with effect from the Listing Date (unless
extended by mutual agreement of the parties) in
accordance with the terms and conditions therein
contained. The Foundation is a company limited 4. Contracts Relating to Loans
by guarantee incorporated under the Companies
There were no contracts relating to loans by the
Act 1965.
Group involving interests of Directors and Major
Shareholders during the financial year ended
All the donations received and all amounts earned
31 December 2019.
by investing such donations, if any, will be used
by the Foundation to support and promote
activities carried out by the Foundation in the
areas of community and health, education, youth 5. Recurrent Related Party Transactions
and sports, environment, and arts and culture At the last Annual General Meeting held on 2 May
(Five Pillars) to further the charitable intent 2019, the Company had obtained a general mandate
established by the governing council of the from its shareholders for the Group to enter into
Foundation (Agreed Purpose). recurrent related party transactions of a revenue or
trading nature (“RRPT mandate”).
With effect from the Listing Date, Sime Darby
Property shall apply to be a group (corporate) The aggregate value of the recurrent related party
member of the Foundation and shall thereafter transactions of revenue nature incurred by the Group
be entitled to nominate and appoint one pursuant to the RRPT mandate for the financial year
representative to attend all general meetings of ended 31 December 2019 did not exceed the
the Foundation and to nominate one threshold prescribed under Paragraph 10.09(1) of the
representative as a director to sit on the Main Market Listing Requirements of Bursa Malaysia
governing council of the Foundation, which will Securities Berhad.
enable it to monitor and ensure that the monies
donated are utilised by the Foundation for the
Agreed Purpose. The other (corporate) members
of the Foundation are SDB and SD Plantation.

The annual cash donation of RM20 million is to be


paid by Sime Darby Property to the Foundation in
2 tranches of RM10 million each, i.e., on or
before 7 January and 7 July, such that no accruals
will be carried forward to the following period. If
Sime Darby Property fails to make the annual cash
donation of RM20 million to the Foundation, the
governing council of the Foundation will convene
a meeting to deliberate and decide on the actions
to be taken, including any modification to the
amount or timing of the donation, suspension of
the donation by Sime Darby Property or
termination of the Donation Agreement.
168 A N N U A L R E P OR T 2 0 1 9

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

An effective risk management framework will allow an organisation to


identify, analyse and decide the risks that should be taken with appropriate
controls to achieve the required outcome for the organisation.

The Board is pleased to present the following Statement on Risk Management and Internal Control, which outlines the
key features of Sime Darby Property Berhad’s risk management and internal control framework and systems and its
integration into our business processes and activities to assist the Group to meet its business objectives while
safeguarding the Group’s assets. As with any other governance practices, the Group’s Risk Management and Internal
Control Framework remains agile and is adjusted, when needed, to meet the ongoing changes in the business and
regulatory requirements.

This statement is prepared pursuant to Chapter 15, Paragraph 15.26 (b) of the Main Market Listing Requirements (MMLR)
of Bursa Malaysia Securities Berhad (Bursa Malaysia) and Principle B, Chapter II of the Malaysian Code on Corporate
Governance (MCCG), Intended Outcome 9.0, Practices 9.1 and 9.2 and Guidance 9.1 and 9.2 respectively, with guidance
from the Bursa Malaysia’s ‘Statement on Risk Management and Internal Control: Guidelines for Directors of Listed
Issuers’.

Responsibility and Accountability In fulfilling its oversight responsibility, the Board, as a


whole, or through delegation to the Audit Committee (AC)
The responsibility and accountability for risk management and Risk Management Committee (RMC), reviews the
and internal control systems at the Board and operational adequacy, effectiveness and integrity of the Group’s risk
level are outlined below: management system and internal control systems.

AT BOARD LEVEL Even though the Board is assisted by the AC and RMC in
the discharge of its duties, the Board continues to be
The Board
involved in determining the Group’s risk appetite and in
The Board has overall responsibility for Sime Darby identifying and challenging the Group’s key business risk
Property Berhad’s risk management practices, control and while continuously monitoring them to ensure the Group’s
accountability systems. This includes formulation of investment and key assets are safeguarded.
strategy and performance objectives, establishment of
corporate governance and risk management framework and The Board recognises that in the ever evolving and
practices, defining a clear risk appetite for the Group, as challenging business environment, the Group’s risk
well as ensuring that a sound control, accountability and management and internal control system is designed to
reward systems are in place within the business operations manage the Group’s risk exposure to the Group’s risk
to execute the various business and governance strategies, appetite and is not designed to eliminate risk. Therefore,
objectives and commitment. the system can only provide reasonable assurance and not
absolute assurance against the occurrence of any material
The Board reaffirms its commitment on its overall occurrence of misstatement, loss or fraud.
responsibility and oversight over the Group’s risk
management and internal control systems and has
constantly kept abreast with its development. For the full list of responsibilities of the Board, AC and RMC,
please refer to the Corporate Governance Overview Statement
on pages 116 to 153 of this Annual Report.
GOVERNANCE
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Audit Committee (AC): The RMC also reviews major investment or divestment
business cases and the Management’s assessment of its
As part of the delegated role from the Board, the AC’s
key associated risks (including funding options, costs and
scope includes overseeing the internal control framework
investment returns) prior to the Board’s approval.
to ensure its operational effectiveness and adequacy.
As with the AC, any significant risk-related matters are
The AC assesses the effectiveness and adequacy of internal
brought to the attention of the Board for deliberation and
controls through the results of internal audit carried out by
approval. A summary of key matters discussed by the RMC
Group Corporate Assurance (GCA) and the internal control
and minutes of its meetings are presented to the Board.
recommendations prepared by the external auditors.
AT OPERATIONAL/IMPLEMENTATION LEVEL
All significant and material findings by the internal and
external auditors are reviewed by the AC to ascertain that Management
the mitigation plans are implemented by Management on a
The Management which is accountable to the Board and
timely manner to ensure proper upkeep of governance and
led by the Group Managing Director (GMD), is responsible
to safeguard the interest of the Group.
for the implementation of Board-approved frameworks,
policies and procedures on risk management and internal
Any significant internal control matters deliberated by the
control.
AC are brought to the attention of the Board.
The Management acknowledges its role in respect of risk
Written summaries of key matters discussed by the AC and
management and internal controls which includes:
minutes of AC meetings are presented to the Board every
quarter. Monitoring the implementation of related frameworks,
policies and procedures;
Risk Management Committee (RMC): Identifying and evaluating the risks faced by the Group
The RMC supports the Board by establishing and in line with the business objectives and strategies;
overseeing the implementation of the Group’s Risk, Formulating relevant controls, policies and procedures
Compliance and Integrity Management Frameworks and to manage these risks in accordance with the Group’s
regularly assessing their adequacy and effectiveness. risk appetite;
Enforcing compliance; and
The RMC provides strategic guidance to Group Risk
Ensuring that any shortcomings or incidents of non-
Management (GRM), Group Compliance Office (GCO) and
compliance with procedures that may arise are
the Management.
addressed in a timely manner.

The guidance and assessment are provided through


The Management has established the Governance
engagement with the Senior Management team of the
Oversight Management Committee (GOMC) to ensure that
Group, reviews of the Group’s quarterly risk reports and
Governance, Risk and Compliance matters are considered
compliance reports as presented by GRM and GCO,
and acted upon at the highest level of the Management.
engagements with key managers from the Group’s
The GOMC is chaired by the GMD and meets quarterly to
operations, business units and support services as well as
deliberate on matters raised by GCA, GRM and GCO.
through discussions with the Chief Risk, Integrity and
Compliance Officer. All significant and material findings by
the risk and compliance officers are reviewed by the RMC
to ascertain that the mitigation plans implemented by
Management are adequate to safeguard the Group’s
interest and assets.
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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

GRM and GCO:

The GRM and GCO were established as dedicated functions to coordinate the implementation of the risk management
and compliance framework and its activities. Both the GRM and GCO, led by Chief Risk, Integrity and Compliance Officer,
support and report direct to the RMC in the discharge of their duties, allowing them to remain objective and independent
of the Management.

The functions and duties of the GRM and GCO are outlined in their respective Charters, which are subject to RMC’s
approval.

The mandates and key activities of GRM and GCO for the financial year under review can be found in the RMC report, on pages 190 to
191 of this Annual Report.

GCA:

The GCA is an independent internal audit function of the Group, which is tasked to provide independent, reasonable and
objective assurance, as well as internal consulting services to improve the overall efficiency of operations.

The GCA, led by the Chief Assurance Officer, reports directly to the AC, which allows the GCA to exercise objectivity and
independence in the discharge of its duties. The GCA’s internal audit work is based on a risk-based annual audit plan
approved by the AC, after taking into consideration feedback from the Management. Internal audit work covers, amongst
others, risk exposure as well as compliance with policies, procedures and relevant laws and regulations.

Wherever practical, internal audit findings are benchmarked against best practices.

The mandate and key activities of the GCA for the financial year under review can be found in the AC report on pages 183 to 185 of this
Annual Report.

Risk Management and Internal Control Framework


The Group recognises that an embedded risk management framework within the Group’s operations is an integral part of
good corporate governance as it enhances accountability, provides insights, and improves decision-making and outcomes.
The Group Enterprise Risk Management (ERM) framework sets out the Group’s risk strategy, objectives, structure as well
as the roles and responsibilities in managing and maintaining good risk management standards and practices across the
Group.

The framework is designed to be in line with the principles of ISO 31000 for risk management and is integrated into the
Group’s business activities and processes and becomes an integral decision-making tool for Management. The framework
was reviewed in 2019 to ensure that its application is in line with ISO 31000 and structured to meet the Group’s needs.
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An overview of the framework can be seen in the diagram below:

Mandate & Commitment

Establishing the Context

Communication & Consultation


Design of Framework

Monitoring & Review


Risk Identification
for Managing Risk Implementing
Risk

Risk Assessment
Management

Risk Analysis

Risk Evaluation
Continual
Improvement
of the
Framework
Monitoring & Review Risk Treatment
of the Framework

Framework for Managing Risk Process for Managing Risk

The framework sets out the structured process to continuously identify, assess, treat, communicate, monitor and review
risks impacting the Group at both enterprise and operational levels. The framework adopts both the ‘top-down strategic’
and ‘bottom-up operational/tactical’ approach and spans the entire organisation to address all areas of significant risk for
the Group. Through such structure, material risks are consolidated from operation level to Management, escalated up to
the RMC and finally to the Board.

The Group’s risk profile is updated and formally reported on a quarterly basis, or as and when required. The RMC reviews
and assesses the mitigation actions put in place to manage the overall risk exposure of the Group and provides feedback
to the Management for improvement.

For details on the key risk areas impacting the Group, please refer to Key Risks and Mitigation Strategy on pages 40 to 48 of this Annual
Report.
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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

CONTROL ENVIRONMENT

The Board and Management have taken various steps to establish a control environment that covers integrity and ethical
values of the Group, the governance structure at both the Board and Management level that would allow the discharge of
their respective duties and assignment of authority and responsibility, the process to attract, develop and retain
competent individuals for the Group and effective performance measures, incentives and rewards to drive the desired
behaviour and accountability for performance.

Some of the Group’s controls are as follows:

Culture and Employee Conduct

a. Vision, Mission and Core Values

The vision, mission and core values set the tone from the Board to the employees and shape the culture for the
entire Group.

The Group’s Core Values, PRIME, which include Passion, Respect & Teamwork, Integrity & Accountability, Make
it Happen and Entrepreneurial Spirit support the Group’s Vision of being a leader in building sustainable
communities and are reflective of the Group’s value and its identity.

b. Code of Business Conduct (COBC)

The Group’s COBC is a testament to our commitment in various areas such as our workplace, preservation &
protection of the Group’s assets and information, fostering an open and honest communication, ethical conduct,
interaction with counterparties, business partners, customers, environment & communities, working with joint
venture partners & business alliances and when we deal with Government, regulators, political parties and
non-governmental organisations (NGOs). The Group’s COBC, which was last revised in February 2019 also sets
out the expected behaviours and compliance requirement required from Directors and employees of the Group.

In August 2019, the Group launched the COBC in Bahasa Malaysia to extend our reach to a wider audience within
the Group and to cater to the demographic diversity of our employees. The soft copy of the Bahasa Malaysia
COBC can be obtained from the Group’s intranet and corporate website. A hard copy is also readily available for
our employees. To facilitate a better understanding of the COBC to our employees, COBC training in English and
Bahasa Malaysia was conducted and completed in 2019.
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Ethics and Integrity

The Group takes its ethical and legal responsibilities very seriously and is committed to conducting business
professionally, ethically and in compliance with the letter and spirit of all applicable laws and regulations in all
countries in which the Group operates.

One of the key documents that sets the foundation for the Group’s stand on ethical behaviour can be seen in the
Group’s COBC, specifically in Chapter 5: Our Commitment to Ethical Conduct. Chapter 5 of the COBC covers areas
such as prohibition of illegal and criminal activities in all our areas of operations, the emphasis on ensuring that
Directors and employees of the Group do not put themselves in positions of conflict, the absolute prohibition on
insider trading and the need to guard against bribery and corruption, which includes our Zero-Tolerance Policy on
bribery and corruption.

Other than those expected behaviours as espoused in the COBC, the Group has reinforced its commitment on ethical
conduct with the following Group Policies and Authorities, which has been updated and approved for implementation
by the Board of Directors in 2019:

a. Anti-Bribery and Corruption Policy


The Group has adopted a zero-tolerance stance against any form of bribery and corruption in all our dealings and
strictly prohibits Directors and employees of the Group from committing any form of bribery and corruption,
which includes facilitation payment.

The Group will protect employees from any adverse consequence arising from their refusal to give or accept
bribes or engage in any corrupt practices. The protection is given even if such action (refusal) may result in the
Company losing its business or not meeting its targets.

The Group’s zero-tolerance stance against bribery and corruption was reinforced during the 2019 COBC training,
during onboarding training for new employees and communicated as part of the compliance learning series.

b. No Gift Policy
The Group acknowledges that exchanging business courtesies such as gifts, entertainment and travel can foster
relationships and goodwill with the relevant parties. However, the exchange of such courtesies may be open to
abuse, misconstrued as a bribe and create the impression of an attempt to inappropriately influence business
decisions.

Therefore, the Group has implemented and continued to implement the No Gift Policy that was introduced in 2018.

The No Gift Policy outlines the prohibition on offering, giving, soliciting or accepting any form of gifts, by the
Group Directors or employees, regardless of its reasons.

To support the implementation and awareness of the No Gift Policy, the Group has made this policy available on
the Group’s intranet and corporate website, communicated the implementation of the policy to our vendors,
made available and displayed the “No Gift Policy” posters at all our operational areas. The No Gift Policy was
reiterated during the 2019 COBC training sessions and through internal communication to all employees during
major festival celebrations across the Group.

The Group has adopted and implemented the approach of donating all unreturnable and unsolicited gifts such as
hampers to various charities in 2019 and strives to reduce the number of unsolicited gifts in 2020.
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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Ethics and Integrity (Cont’d.)

c. Gift, Entertainment and Travel Policy

The Group recognises that providing reasonable and modest Business Travel, Business Entertainment and
Corporate Hospitality is a legitimate way of building and fostering good business and corporate relationships. If
such business-related hospitality, entertainment or travel is offered to third parties, the Group will be sensitive
to the recipient organisation’s policies in this area, ensure what is offered is reasonable and modest in nature,
and not intended to be used to improperly cause undue influence on any party in exchange for some future
benefits or results. Most of all, the offer will be for a legitimate purpose and complies with laws and regulations
in the countries which the offer is made and duly authorised in accordance with the Group’s policies and
authorities before it is transacted.

To ensure that the Group’s Directors and employees are not subject to any undue influence or misconstrued as
receiving a bribe as a result of accepting travel offered by a third party, Directors and employees are prohibited
from accepting business travel (accommodation, entertainment and transportation) offered by third parties. The
Group will bear all cost of business travel to avoid the perception of improperly causing undue influence on any
party in exchange for some future benefits or results.

Directors and employees are also prohibited from soliciting any form of entertainment from counterparties or
business partner, directly or indirectly. Should an invitation for social events or entertainment be received,
Directors and employees must, before the invitation is accepted, ensure that the social events or entertainment
are not lavish affairs or exceed the approved monetary limits, not a regular feature that they begin to influence
the business decision-making process or indecent, sexually oriented or that otherwise might put the Director or
employee in a position of conflict or adversely affect the Group’s reputation.

d. Corporate Gift, Business Entertainment, Corporate Hospitality And Business Travel Provided To Public Officials
Policy

The Group will exercise due care and caution in dealing with public officials as bribery and corruption laws in
most countries are stringent and do not differentiate or specifically be explicit on what can be provided to public
officials that will not be considered a bribe.

Provision of corporate gift, business entertainment, corporate hospitality and business travel to public officials or
their family members may attract attention of relevant anti-corruption agencies and authorities as it can be
considered at minimal, a red flag for bribery and corruption.

As such, corporate gift, business entertainment, corporate hospitality and business travel offered to public
officials by the Group will need to comply with the stringent policy and approval requirements in relation to
entertainment, corporate hospitality and business travel of the Group.

Corporate gift, business entertainment, corporate hospitality and business travel offered to a public official must
not be excessive and lavish, usually commensurate with the official designation of the public official, not offered
in his personal capacity and does not include payment of personal expenses of the public official or his family
members (other than spouse that is required as part of the discharge of the official duties).
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Ethics and Integrity (Cont’d.)

e. Sponsorship and Donation Policy


The Group is committed to be a responsible corporate citizen by contributing to worthy causes and providing
support to organisations and/or individuals who share our goals and values. Sponsorship or donation can be in
the form of contribution in cash, in kind or in services to support an event, activity, person or organisation.

The Group also recognises that seeking and receiving sponsorship or donation from external parties, even when
done legitimately and with good intention, may run the risk of being misconstrued as bribery and corruption.

Therefore, the Group will only seek for and accept donation or sponsorship only in very exceptional cases or in
circumstances where such donation or sponsorship does not benefit the Group and/or its employees directly.

Every sponsorship or donation that the Group makes (monetary or otherwise) shall:
• Comply fully with applicable laws and legislation, including anti-bribery and corruption legislation in the
countries which we operate in and be given through legal and proper channels.
• Be justified, reasonable in value and frequency, and not in exchange for any advantage or benefit, or will
place the Group in situations where it can lead to a conflict of interest.
• Be made after making the necessary enquires and due diligence and in an open and transparent manner. This
is to ensure that the actual beneficiaries are not linked to political parties, public officials or their families as
this can be seen as a way to influence official decision to benefit the company.
• Not be made to private individuals or private accounts or individuals or organisations that could prove harmful
to the Group’s reputation or if their purpose or activities may be in conflict with our values and objectives.

f. Political Contribution Policy


Political contribution refers to contributions, in cash or otherwise, that is made directly to political parties,
political candidates or indirectly to persons or parties connected to or associated with them as a charity or
otherwise.

In respect of political contribution, the Group is committed to comply with all applicable laws and regulations
with regards to political contributions in the countries that the Group operates in.

All corporate political contributions, monetary or otherwise, are strictly regulated and must be approved by the
Board prior to them being incurred regardless of value.

g. Conflict Of Interest Policy


The Group recognises that when conflict of interest occurs, it can have significant impact to the Group. A conflict
of interest arises when personal interest, financial or otherwise, interferes with objectivity in performing duties
or exercising judgement on behalf of the Group.

As such, the Group’s policy is always for Directors and employees to avoid being placed in position of conflict.
Should an employee find himself/herself in a position of conflict, the conflict must be resolved in accordance
with the prescribed conflict of interest procedures as defined in the GPA on Conflict of Interest. This includes,
but is not limited to, formal disclosure of the conflict to immediate superior and/or other relevant personnel
within the Group using the prescribed form or online platform and take appropriate steps to remove themselves
from or mitigate the conflict of interest position.
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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Ethics and Integrity (Cont’d.)

h. Whistleblowing

The Group has established a Whistleblowing policy which allows internal and external stakeholders (such as staff
and customers) to raise concerns without fear of retaliation. The policy outlines the reporting process and
available channels, as well as the protection provided to whistleblowers who have raised their concern in good
faith and covers the processes by which cases are investigated and acted upon.

The Group’s whistleblowing channels include emails, hotlines, a post office box and e-form. Information on the
Whistleblowing policy and channels are available on the Group’s intranet and external corporate website.

The AC, led by its Chairman, oversees the workings of the Whistleblowing policy and process and ensures that all
reported violations are investigated and concluded properly. The status and results of investigations are
periodically reviewed by the AC, where material cases are subsequently highlighted to the Board.

i. Vendor Letter of Declaration (VLOD)

The Group is committed to maintaining a mutually beneficial relationship with our vendors, counterparties and
business partners, where all business dealings are conducted objectively and free from any bias. The Group will
establish partnerships and work with vendors, counterparties and business partners who share our values and can
meet our business requirements.

As part of the procurement process, the Group has developed the Vendor’s Letter of Declaration (VLOD) to
communicate and obtain confirmation from our vendors, counterparties and business partners that they
understand our values and are willing to work with the Group within those set parameters. The VLOD is a formal
affirmation for the vendors/suppliers that they will respect and comply with the business principles articulated in
the COBC as well as to not be involved in or engaged with any offences relating to bribery, corruption or fraud
when dealing with the Group.

Vendors, counterparties and business partners are required to sign the VLOD as part of the Group’s vendor
pre-qualification process.

j. Managing Unethical Practices and Material Non-compliance Incidences

The Group takes a serious view of any violations of the Group’s COBC or applicable laws, regulations or policies.
The Group has put in place disciplinary procedures to mete out specific and appropriate disciplinary actions to
reinforce the Group’s stand against any unethical or improper practices. Material cases are also reported to the
Board to ensure that the Board has a supervisory overview of the ethical climate within the Group.
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Governance, Authority and Responsibilities

a. Delegated Responsibilities through Organisation Structure

The Group has an organisation structure that clearly defines the reporting lines, roles and responsibilities,
accountability and authority from Board and Management to operational levels. Various Board, Management and
operational committees are in place to facilitate the decision-making process. These committees have been given
specific authority and responsibilities, which are stipulated in their respective terms of reference (TORs).

The structure, TORs and compositions of these committees are periodically reviewed to ensure that they remain
effective and aligned to the Group’s needs.

The governance structure and reporting lines for the Board and for key management committees are as follows:

Board

Nomination & Risk Management Board Tender


Audit Committee
Remuneration Committee Committee Committee

Support Support

Group Corporate Group Human


Group Procurement
Assurance Resources

Group Group
Risk Management Compliance Office

Group Managing Director (Chair)

Group Management Group Investment Group Tender Governance Oversight


Committee Committee Committee Management Committee
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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Policies and Procedures

a. Group Policies and Authorities (GPA)

The GPA is an important component of the Group’s internal control framework as it is a tool by which the Board
formally delegates functions and powers to the Management. The GPA covers a wide range of areas, including
functional policies, ethics and conduct, protection of assets, key group processes and limits of authority.

The GPA is reviewed annually to ensure that it remains effective and relevant to support the Group’s activities
and business environment. Any revision to the GPAs is announced to the Group by the Group Managing Director
upon approval by the Board. The GPA is accessible by all employees via the intranet.

b. Group Procurement Policy

Procurement is an important function to the Group and it often accounts for a large percentage of spending for
the Group. The Group has in place a Group Procurement Policy which is aimed at effectively managing the
procurement of goods and/or services for the Group. The Group Procurement Policy also prescribes the sourcing
principles, methods and approval requirements. To support its day-to-day implementation, the Group has
prescribed a Group Procurement Policies and Authorities (GPPA) which provides detailed key processes and
procedures to assist operations in the procurement of goods and/or services.

Planning, Monitoring and Reporting

a. Annual Planning and Budgetary Exercise

The Group conducts an annual planning and budgetary exercise, whereby all business and functional units are
required to prepare their respective business plans and budgets for the upcoming year. These plans and budgets
are reviewed, challenged and approved by the Board prior to implementation. The Group adopts a rolling
forecast to monitor the achievement of the budgets and on a quarterly basis reports the Group’s actual
performance against the budget to the Board.

b. Management and Board Monitoring and Reporting

The Group Managing Director, together with the Senior Management team, via the Group Management
Committee or other Management-level committees implements the approved strategy and budgets and monitor
the Group performance against the plan on a monthly basis to ensure that the Group is on track to achieve its set
objectives and troubleshoot where required.

The Board is provided with and has access to a suite of reports, which enables it to monitor performance against
the Group’s strategy and business plan.

c. Internal Audit

The Group has an in-house internal audit team, the GCA, that has been tasked to provide independent,
reasonable and objective assurance, as well as internal consulting services to improve the overall efficiency of
operations. The GCA assists the Group to achieve its objectives by bringing a systematic and disciplined approach
in evaluating the effectiveness of the risk management, control and governance processes.
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People

During the year under review, the primary focus of Human Resource (HR) has been on the use of technology to
improve the company’s operational efficiency and speed in decision-making.

HR launched the first phase of its HR Digital Transformation (HR On Cloud or HROC) in Quarter 4 2019, whereby key
HR processes were automated and employees empowered to manage their own and their subordinates’ data in
real-time. The HROC has improved the turnaround time of key HR processes, particularly in the areas of Payroll,
Performance and Rewards and Employee Movement.

In Sime Darby Property, we aim to retain a highly engaged workforce, whilst continuously attracting top talents
externally. In ensuring that we continue to be competitive to the property industry, we initiated exercises around Job
Evaluation and Total Rewards. This work strengthened our rewards practices, ensuring that roles are properly created,
sized and compensated. At the same time, it also provided a framework to drive the company’s high-performance
culture, and to help ensure our workforce is capable of adapting to future changes and innovation.

HR enhanced the scope of the Talent Council to include advisory and decision-making in key people-related matters.
The Talent Council provides direction and guidance in the areas of succession management, and talent strategy and
development. It also provides guidance in consequence management and the effective management of people-related
cost.

Communication and Reporting

a. Reporting to Shareholders and Other Stakeholders


The Group has established processes and procedures to ensure that Quarterly and Annual Reports, which cover
the Group’s performance, are submitted to Bursa Malaysia for release to shareholders and stakeholders on a
timely basis. All Quarterly Results are reviewed by the Board prior to their announcements.

The Annual Report of the Group is issued to the shareholders within the stipulated time as prescribed under the
MMLR of Bursa Malaysia.
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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Material Joint Ventures and Associates Conclusion


This statement does not cover the risk management and The Board recognises that the risk management and
internal control framework and processes of the Group’s internal control system, however well-designed, can only
material joint ventures and associates as these areas fall provide reasonable and not absolute assurance against the
within the control of their shareholders and management. occurrence of any material misstatement, loss or fraud.
However, the Board, AC and RMC, are committed to
The Group safeguards its interests in those entities through maintaining as far as is practical, a sound system of risk
the appointment of representatives on their respective management and internal control that is aligned to and
boards and, in certain cases, through their management or reflective of current business needs and can support the
operational committees. These provide the Board with achievement of the Group’s strategic objectives.
performance-related information to enable informed and
timely decision-making on the Group’s investments in such The Board has received reasonable assurance from the
companies. Acting Group Chief Executive Officer and Group Chief
Financial Officer that the Group’s existing risk management
and internal control system is operating adequately and
Review of this Statement effectively in all material aspects. The Management has
also provided the commitment to continuously review and
As required by Paragraph 15.23 of the MMLR of Bursa strengthen the risk management and internal control
Malaysia, the external auditors have reviewed this system to ensure its adequacy and robustness.
Statement on Risk Management and Internal Control. Their
limited assurance review was performed in accordance with The Board, after taking into consideration the assurance
Audit and Assurance Practice Guide (AAPG) 3 issued by the from the Management and input from relevant assurance
Malaysian Institute of Accountants. AAPG 3 does not providers, is of the view that the Group’s risk management
require the external auditors to form an opinion on the and internal control system in place for the financial year
adequacy and effectiveness of the risk management and under review is generally adequate and effective to
internal control systems of the Group. safeguard the interest of shareholders and assets of the
Group.

This statement was approved by the Board on 10 April


2020.
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AUDIT COMMITTEE REPORT

Introduction
OVERVIEW

The Audit Committee (AC) of Sime Darby Property Berhad is pleased to present the AC Report for the financial year ended
31 December 2019.

COMPOSITION OF THE AC AND ATTENDANCE AT ITS MEETINGS

During the financial year under review, there were no changes in the composition of the AC. The AC comprised solely of
independent non-executive directors. This complies with the requirements of the Malaysian Code on Corporate
Governance 2017 (MCCG) concerning audit committees, including the ‘Step-up’ requirement that all members should be
independent non-executive directors.

The profiles of all the AC members are disclosed on pages 95 to 103 of the Annual Report.

The details of the AC membership and meetings held during the financial year ended 31 December 2019 are as follows:

Attendance at
Members Membership/Designation Appointment meetings

Dato’ Seri Ahmad Johan Mohammad Chairman/Independent Non- 12 July 2017 5/5 100%
Raslan (MIA member) Executive Director

Dato’ Jaganath Derek Steven Sabapathy Member/Senior Independent 29 February 2016 5/5 100%
Non-Executive Director

Datin Norazah Mohamed Razali Member/Independent Non- 12 July 2017 5/5 100%
Executive Director

Datuk Poh Pai Kong Member/Independent Non- 1 December 2018 5/5 100%
Executive Director

The minutes of all AC meetings are provided to the Board. The Board is briefed on significant matters deliberated during
the AC meetings.
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AUDIT COMMITTEE REPORT

The senior members of Management comprising the Group 2. INTERNAL AUDIT


Managing Director (GMD)/Acting Group Chief Executive
a. Approved Group Corporate Assurance Department
Officer (AGCEO), Group Chief Financial Officer, the Group
(GCAD) scope of work, audit plan and budget and
Chief Operating Officer – Township, the Group Chief
made enquiries as to GCAD’s resources, expertise,
Operating Officer – Integrated, the Chief Risk &
professionalism and independence to meet
Compliance Officer and the Chief Assurance Officer are
planned audit activities across the Group.
permanent invitees to AC meetings. They attend all AC
meetings in order to provide explanations and answer
b. Considered GCAD’s major findings and
queries. The Chief People Officer is invited to the AC
recommendations and Management’s responses
meetings as and when required. Where required, the
and follow-up actions and reported these to the
managers are called to provide explanations to the AC on
Board. Recommended that senior management
specific matters.
hold the relevant individuals accountable.
The external auditors are invited to the AC meetings to
c. Reviewed GCAD’s reports on how managements
brief the committee on relevant matters.
implementation of the internal audit
recommendations are being followed up.
TERMS OF REFERENCE

In discharging its duties, the AC has authority to d. Two private sessions were held between AC and
investigate any matter within its terms of reference. Chief Assurance Officer (CAO) without the
The full terms of reference for the AC are available presence of management.
online in the Corporate Governance section at
www.simedarbyproperty.com/who-we-are/corporate- e. Assessed and approved the KPIs for the CAO and
governance. appraised the CAO‘s performance.

As at 1 January 2019, the reporting line of Group f. Reviewed the whistleblowing matters presented
Compliance Office (GCO) has been changed from AC to by GCAD.
Risk Management Committee (RMC). As such, the TOR of
the AC was revised and approved by the Board to reflect 3. EXTERNAL AUDIT
the changes in oversight responsibilities.
a. Reviewed the external auditors’ Group Audit Plan,
which outlines the scope of work, audit strategy
SUMMARY OF WORK OF THE AC DURING THE FINANCIAL
and approach, for the financial year ended 31
PERIOD
December 2019.
1. FINANCIAL REPORTING
b. Considered, together with management, the
a. Reviewed the unaudited quarterly financial results
group audit fees and provision for non-audit
and the related press statements for
services by the external auditors for
recommendation to the Board for approval before
recommendation to the Board for approval.
release to Bursa Malaysia Securities Berhad.

c. Considered major findings, key significant


b. Reviewed all matters highlighted by the external
external audit matters and recommendations
auditors in relation to the audited financial
raised by the external auditors and Management’s
statements and significant judgements made by
response and follow-up actions thereto and
Management.
reported to the Board.
c. Reviewed the audited financial statements of the
d. Held two private meetings with the external
Group and ensured that they comply with
auditors without the presence of Management.
Malaysian Financial Reporting Standards, for
recommendation to the Board for approval.

d. Reviewed the dividends proposed by management


for recommendation to the Board.
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4. SUITABILITY, OBJECTIVITY AND INDEPENDENCE OF Group Corporate Assurance Department


THE EXTERNAL AUDITORS
(GCAD)
a. In recommending the suitability of the external
auditors for re-appointment at the forthcoming OVERVIEW
Annual General Meeting, the AC considered their GCAD is the Group’s in-house internal audit function and is
suitability and independence, by assessing, inter headed by the Chief Assurance Officer (CAO).
alia, the adequacy of their experience and
resources, their audit engagements, the number To ensure the appropriate degree of independence and
and experience of their engagement partners, and objectivity:
the supervisory and professional staff assigned to
the Sime Darby Property Group. The CAO reports functionally to the AC and
administratively to the GMD/AGCEO to ensure its
b. The external auditors confirmed their firm’s independence.
professional independence in relation to the audit The authority, function, roles and responsibilities of
engagement for the financial year ended GCAD as articulated in the Group Audit Charter have
31 December 2019. been approved by the AC.

5. RELATED PARTY TRANSACTIONS The appointment, transfer or dismissal of CAO is


subject to final approval of the Board, following
a. Reviewed significant related party transactions recommendation of the Nomination and Remuneration
entered into by the Group to ensure that the Committee and the AC.
transactions were in the best interest of the Sime
Darby Property Group, were fair, reasonable and Performance of both CAO and GCAD will be evaluated
on Sime Darby Property Group’s normal by the AC.
commercial terms, and not detrimental to the Members of GCAD do not have any business or
interest of the minority shareholders of Sime operational line responsibilities.
Darby Property.
GCAD confirmed its organisational independence to the AC
b. Reviewed the processes and procedures on that they were and have been independent, objective and
related party transactions/recurrent related party in compliance with the Code of Ethics and Standards as
transactions to comply with the Companies Act prescribed in the 2017 International Professional Practices
2016 and the Main Market Listing Requirements Framework (IPPF).
(MMLR), and to ensure that related parties are
appropriately identified and that related party FRAMEWORK AND PRACTICES
transactions are declared, approved and reported
appropriately. GCAD is guided by its Group Audit Charter which defines
the mission & objective, responsibility, accountability,
6. ANNUAL REPORT authority, independence & objectivity and professionalism
& ethical standards of GCAD.
a. Reviewed and endorsed the Statement on Risk
Management and Internal Control for Board The internal audit processes and activities are governed by
approval and inclusion in the Annual Report for the Group’s Code of Business Conduct and the IIA’s
the 6 months’ financial period ended 31 mandatory guidance, which includes the Core Principles for
December 2018. the Professional Practice of Internal Auditing, the
Definition of Internal Auditing, the Code of Ethics and the
b. Reviewed and approved the AC report for International Standards for the Professional Practice of
inclusion in the Annual Report for the 6 months’ Internal Auditing.
financial period ended 31 December 2018.
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AUDIT COMMITTEE REPORT

The CAO commenced a Quality Assurance and No of Qualification /


Improvement Programme (QAIP) for all aspects of the Qualification/Professional Professional Membership
internal audit activities. QAIP will include internal and Membership Obtained
external assessments to enable an evaluation of internal
audit’s performance in line with the IIA’s International MBA /Masters 3
Standards and Code of Ethics. ACCA/CPA/MIA Member 6

Certified Internal Auditor/


RESOURCES AND COMPETENCIES 7
CIAFIN/IIA Member
The internal audit activities were conducted by a team of Certified Information System
15 internal auditors with the following background and 1
Auditor
expertise:
Certified Fraud Examiner 1

Background No of Auditors Certification in Risk


1
Management Assurance
Accounting and Finance 9
Graduate Engineer, Board of
Engineering 5 3
Engineers Malaysia
Legal 1

Total 15 A total of RM4.6 million was spent in 2019 on internal


audit. This comprised mainly of staff payroll and costs
associated with audit work.
GCAD is committed to the development and enhancement
of knowledge of the internal auditors. This is evidenced
through attendance at external and internal trainings, RESPONSIBILITIES AND ACTIVITIES
workshops, conferences and knowledge sharing sessions
The primary responsibilities and key activities for GCAD are
designed to improve their competencies in both technical
summarised below:
and soft skills including corruption risk management
trainings. Undertake regular and systematic reviews of the
internal control systems so as to provide reasonable
Internal auditors are also encouraged to pursue relevant assurance that such systems continue to operate
professional qualifications and post-graduate education. In satisfactorily and effectively in the Group.
2019, 12 out of 15 internal auditors possessed 22
Provides recommendations in improving risk
qualifications and professional memberships relevant to
management, governance and internal control
their roles and job functions, while the remaining 3 internal
processes.
auditors are currently pursuing post-graduate or
professional qualifications. Managed the whistleblowing process to ensure that all
complaints received are properly recorded, assigned to
investigation teams, reported to AC and concluded.
GCAD took over the case management and
administration of whistleblowing from GCO from
1 January 2019.
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The key activities carried out by GCAD during the financial year ended 31 December 2019 included:

Evaluated risk exposure relating to achievement of the Attended meetings of the Group Management
Group’s strategic objectives and mapping this against Committee on a consultative and advisory capacity to
the Risk Register to ensure key risks are considered and provide independent feedback on the risk management,
deliberated with Management, external auditors and control and governance aspects.
Group Risk Management on a periodic basis.
All internal audit functions during the financial year
Prepared and tabled the annual risk-based audit plan to were conducted by GCAD.
AC for review and approval.
Management feedback on GCAD’s overall performance
Devised a program of work taking into consideration was sought via the annual customer feedback survey.
the risk profile and identification for key business
Performed reviews on core business and processes of
cycles audited.
property development, leisure and hospitality and
Reviewed and appraised the adequacy and application concession arrangements.
of internal controls.
Performed follow up audit and monitor the progress of
Evaluated the systems established to ensure adherence implementation of recommendations and resolutions of
with those policies, plans and procedures which could all outstanding matters in relation to findings.
have a significant impact on the Group.
CAO attended the quarterly Group Oversight
During the course of work, identified potential cost Management Committee meetings and presented the
savings and prevention of income leakage. results and significant matters raised in the audit
reports.
Performed investigative audits on allegations of
mismanagement or improper acts reported through the Conducted internal assessment to validate internal audit
whistleblowing procedures and other channels. activities to ensure it continues to conform to the
International Standards for the Professional Practice of
Worked together in collaboration with the external
the Internal Auditing and the IIA’s Code of Ethics.
auditors on specific reviews.
Actively engaged with management to promote good
Participated in a joint audit with the audit team of the
corporate governance and internal controls by
JV partner on review of a jointly controlled entity.
conducting roadshows and knowledge sharing sessions
The CAO attends the meetings of the AC on a quarterly on best practices and lessons learnt with management.
basis to brief the AC on audit results and significant
matters raised in GCAD’s reports.
This report is made in accordance with a resolution of the
Witnessed the tender opening process for procurement Board of Directors dated 10 April 2020.
goods or services to ensure the activities in the
tendering processes are conducted in a fair, transparent
and consistent manner.

Reported status of outstanding audit findings to AC.


Undue delays in the implementation of agreed action
plans were escalated to the relevant authority for
appropriate decision.
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RISK MANAGEMENT COMMITTEE REPORT

Introduction

The Risk Management Committee (RMC) is established as a committee of


the Sime Darby Property Berhad Board of Directors. The RMC supports the
Board by overseeing the implementation of the Group’s Risk, Compliance
and Integrity Management Frameworks and regularly assessing the
Frameworks and their supporting environment to ascertain their adequacy
and effectiveness. The formation of the RMC complies with Principle B,
Chapter II of the Malaysian Code on Corporate Governance (MCCG), Step
Up 9.3.

Role of the Committee


The roles and responsibilities of the RMC are summarised in the Corporate Governance Overview Statement on pages 116
to 153 of this Annual Report. The Terms of Reference (TOR) of the RMC are available from the Group’s website at
https://www.simedarbyproperty.com/who-we-are/corporate-governance#board-of-directors.

For the financial year under review, RMC expanded its role to include oversight responsibilities over compliance and
integrity related frameworks and programmes, in line with the change in reporting line for Group Compliance Office
(GCO) from Audit Committee to the RMC.

The expanded role is also in line with the proposed good practice guideline issued by the Malaysian Anti-Corruption
Commission (MACC) in respect of the Prime Minister of Malaysia’s directive that a GLC should form an independent
department to implement integrity related activities across the business activities to reduce the risk of corruption. The
proposed good practice requires the Chief Integrity Officer and the Integrity and Governance Unit (IGU) to report to the
Board to ensure its independence from Management and Operations. As the GCO has been performing the activities as
envisaged by the good practice guidance and more prior to this directive, the Board agreed to maintain status quo of the
GCO (including retaining the name) and codify the Integrity requirements into both RMC’s TOR and GCO’s Charter
respectively.
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Committee Effectiveness
COMPOSITION AND ATTENDANCE

Attendance
Members Membership/designation Appointment of meetings

Dato’ Jaganath Derek Steven Sabapathy Chairman/Senior Independent 12 July 2017 4/4
Non-Executive Director
YAM Tengku Datuk Seri Ahmad Shah Alhaj Ibni Member/Independent 12 July 2017 4/4
Almarhum Sultan Salahuddin Abdul Aziz Shah Alhaj Non-Executive Director
Dato’ Johan Ariffin Member/Non-Independent 12 July 2017 4/4
Non-Executive Director
(Re-designated from Independent
Non-Executive Director to Non-
Independent Non-Executive Director
on 30 December 2019)

Datuk Dr. Mohd Daud Bakar Member/Non-Independent 12 July 2017 3/4


Non-Executive Director
Encik Rizal Rickman Ramli Member/Non-Independent 5 April 2018 4/4
Non-Executive Director

RMC comprises five (5) diversely experienced members of The qualifications and experience of all the RMC members
the Board, who are independent of Management. Out of can be obtained from their individual profiles on pages 95
the five (5) members, two (2) are Independent Non- to 103 of this Annual Report and at the Company’s website
Executive Directors. at https://www.simedarbyproperty.com/who-we-are/
board-of-directors.
There has been no change to the RMC members in 2019.
The Group Managing Director, Group Chief Financial
Dato’ Jaganath Derek Steven Sabapathy, a Senior Officer, Chief Operating Officer of Township Development,
Independent Non-Executive Director who was previously Chief Operating Officer of Integrated, Chief Risk, Integrity
the Chief Executive Officer of a leading Malaysian property and Compliance Officer, Chief Marketing and Sales Officer,
developer continues to chair the RMC. An accountant by and Chief Transformation Officer & Head of GMD Office
training, he has experience in property development, are permanent invitees of the RMC. They attend the RMC
construction and management. The Chairman is supported meetings to brief RMC members on their respective areas
by YAM Tengku Datuk Seri Ahmad Shah Alhaj Ibni of responsibilities.
Almarhum Sultan Salahuddin Abdul Aziz Shah Alhaj and
Dato’ Johan Ariffin who have a wealth of experience in Other members of the Senior Management are also invited
property development and construction industry. Datuk Dr. for specific agenda items, where needed, to support
Mohd Daud Bakar, who has wide international exposure in-depth discussions during the meetings.
and a world-renowned expert in Islamic Finance and Encik
Rizal Rickman, who has vast consulting experience as the The RMC’s deliberations and decisions are communicated
Country Managing Partner of a global consulting firm, to the Board on a timely basis, through the tabling of
complement the experience and composition of the RMC. reports by the RMC Chairman as well as by circulation of
the minutes of meetings of the RMC. The report tabled by
Collectively, RMC members are well-qualified and have a the RMC Chairman is a standing agenda item in the
good understanding of the property development and scheduled meeting of the Board.
construction industry to challenge, facilitate and provide
practical advice to Management on key challenges and
risks faced by the Group.
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RISK MANAGEMENT COMMITTEE REPORT

At the operational level, the RMC is supported by the The Group’s preparation to meet the enforcement of
Chief Risk, Integrity and Compliance Officer, who in turn Section 17A of the MACC Act and its required adequate
manages the day-to-day operations of both the Group Risk procedures is guided by the Guidelines on Adequate
Management (GRM) and Group Compliance Office (GCO) in Procedures (Guidelines) issued by the Prime Minister’s
the discharge of its duties and responsibilities. Department in December 2018. The Guidelines is generally
a principle-based document with the objective of assisting
During the financial year under review, the RMC members commercial organisations in understanding what adequate
attended various professional development programmes to procedures should be implemented to prevent the
keep themselves abreast of relevant developments in the occurrence of corrupt practices in relation to their business
industry. Details in relation to trainings attended can be activities. Its application is expected to be proportionate
obtained from the Corporate Governance Overview to the scale, nature, industry, risk and complexity of an
Statement under “Continuing Development Programme for organisation.
Directors” provided on pages 129 to 141 of this Annual
Report. As such, the RMC recognises the existence of the risk that
the Courts may find the adequate procedures implemented
ANNUAL PERFORMANCE ASSESSMENT are inadequate as the Guidelines does not contain specific
actionable points or requirements or the threshold as to
The Board performed an annual review of the terms of
the adequacy. Even though such risk exists, the RMC
office and annual assessment of the composition,
together with Management will continue to implement and
performance and effectiveness of the RMC for the financial
evolve the necessary process, procedures, tools and deploy
year under review based on the recommendation of the
the required resources to mitigate this risk and the risk
Nomination & Remuneration Committee. The Board is
associated with corruption to an acceptable level.
satisfied that RMC and its members have effectively
discharged their duties in accordance with their TOR.
The programmes and activities reviewed by the RMC in
respect of the preparation to meet the Corporate Liability
provision (as guided by the Guidelines) included but were
Summary of RMC’s Work during the not limited to the following:
Financial Year i. Recommended amendments to the RMC’s TOR to the
One of the key risk areas monitored and deliberated by the Board to formally recognise its oversight role (on
RMC in 2019 was the Group’s preparation to meet the behalf of the Board) on Integrity and Compliance
requirements of Section 17A of the Malaysian Anti- related matters. The amended RMC’s TOR was
Corruption Commission Act 2009 (MACC Act) that will be approved by the Board.
enforced on 1 June 2020. Section 17A of the MACC Act ii. Reviewed and approved the revised GCO Charter to
makes an organisation liable for the corrupt practices of its formally reflect the GCO’s role in driving and
employee(s) and/or any person(s) associated with it if such coordinating key integrity-related programmes and
acts are carried out for the organisation’s benefit or activities for the Group.
advantage.
iii. Reviewed and provided the necessary feedback on
To reduce the organisation’s liability in the event that it is GCO’s analysis and recommendation on the Group’s
found liable, an organisation having adequate procedures readiness to meet the requirements of Section 17A
in place can raise it as a defence against corporate liability. MACC vis a vis the Adequate Procedures Guidelines
In such cases, the organisation must prove that the (Corporate Liability Readiness Report).
necessary procedures were in place to prevent its iv. Monitored on a quarterly basis, the progress of gaps
employee(s) and/or associated person(s) from undertaking closure based on the recommendation made by the
corrupt practices. GCO in the Corporate Liability Readiness Report.

v. Reviewed the GCO’s analysis on the IGU requirements,


including its recommendations to close any gaps
identified.
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vi. Reviewed and approved for submission to the MACC, Reviewed and provided the necessary feedback on
the Group’s half-yearly status updates on corruption- the quarterly status update on activities
related activities and programmes as required by the undertaken by GRM.
MACC.
Reviewed the status of achievement of GRM
vii. Reviewed and provided feedback on the results of the Annual Plan for the financial year 2019.
updated corruption risk assessment conducted across
Reviewed and approved GRM Annual Plan for the
the Group.
financial year 2020.
In addition to the above activities, the RMC also carried Reviewed and approved the risk-related KPI for the
out the following: Chief Risk, Integrity and Compliance Officer and its
subsequent achievement for 2019.
a. Provided oversight, direction and counsel on the
Group’s risk management process, which includes the Supported the recommendation to the NRC on the
following: revision of the designation of Chief Risk and
Compliance Officer to Chief Risk, Integrity and
Monitored the Group-level risk exposures and
Compliance Officer.
management of significant financial and non-
financial risks identified, including the evaluation b. Provided oversight, direction and counsel on the
of existing and new or emerging risks identified by Group’s compliance and integrity-related programmes
the Management and/or GRM on a quarterly basis and activities, which included the following:
or as and when required. The principal risks
Reviewed, provided feedback, monitored and/or
considered and monitored by the RMC can be seen
approved, where applicable, the proposed
in the Key Risks and Mitigation section on pages
recommendations and status update provided by
40 to 48 of this Annual Report.
the GCO in respect of the Group’s preparation to
Challenged the Management on the effectiveness meet the Corporate Liability provisions as stated
of mitigation action plans for key risks impacting on page 188 of this Annual Report.
the Group.
Reviewed the results of the whistleblowing
Reviewed the Group’s Key Risks Profile and temperature check provided by the employees of
ensured that significant risks that were outside the Group on the level of trust and usage of the
tolerable range were addressed, with appropriate Group’s Whistleblowing Policy and reporting
actions taken in a timely manner. channels.
Conducted engagement sessions with key BU Heads Reviewed and approved the revised Group’s
to obtain perspective, insight and better Compliance Management Framework and Policy
understanding of the principal risks and challenges post review by the external consultant for its
impacting the Group and the process through which adequacy, proportionate to the maturity of the
risks are managed and escalated operationally. Group’s structure and practices and alignment to
ISO 19600 Compliance Management Systems
Reviewed and approved the revised Group
(2014) tailored to the Group’s structure and
Enterprise Risk Management Framework and Policy
operations.
post review by the external consultant for its
adequacy, proportionate to the maturity of the Reviewed and recommended to the Board for
Group’s structure and practices and alignment to approval of the GPA in respect of Compliance
ISO 31000 Risk Management (2018) tailored to the Management.
Group’s structure and operations.
Reviewed the recommendation provided by an
Reviewed and recommended to the Board for external consultant on the adequacy of GCO
approval of the Group Policies and Authorities resources to support and assist the Board and
(GPA) in respect of Risk Management. Management in the discharge of their risk-related
responsibilities.
Reviewed the recommendation provided by an
external consultant on the adequacy of GRM Reviewed and provided the necessary feedback on
resources to support and assist the Board and the quarterly status update on activities
Management in the discharge of their risk-related undertaken by the GCO.
responsibilities.
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RISK MANAGEMENT COMMITTEE REPORT

Reviewed the status of achievement of the GCO Key activities for the financial year under review included
Annual Plan for the financial year 2019. but were not limited to:
Reviewed and approved the GCO Annual Plan for Reviewed the risks identified by business or functional
the financial year 2020. departments on proposals relating to major investments
or commencement of development projects prior to the
Reviewed and approved the compliance-related KPI
submission to the Management or the Board for
for Chief Risk, Integrity and Compliance Officer
approval.
and its subsequent achievement for 2019.
Coordinated the quarterly risk review and reporting to
c. Reviewed major investment and project business cases the RMC, which included providing the necessary
in accordance with the established thresholds of challenge and feedback to the risk owners to improve
approved Group Limits of Authority, focusing on the the quality of report on risks and related information to
risks associated with funding options, costs and the Management, RMC and the Board.
investment returns. The RMC recommended or advised
Prepared the Group’s Quarterly Risk Report to be
the Board on the next course of action, where
presented to the Governance Oversight Management
appropriate.
Committee (GOMC), a management level committee
and to the RMC.
d. Reviewed and recommended to the Board for the
inclusion of the Group’s Statement on Risk Followed through with business and functional unit
Management and Internal Control (SORMIC), RMC Heads and reported to the RMC on the status of
Report and Key Risk write-up in the Annual Report implementation for matters raised during the RMC’s
2019. engagement with the respective Heads.
Coordinated risk workshops at selected BUs, functional
departments and joint venture (JV) companies to assist
Group Risk Management operations in identifying and assessing the risks that
impact their operations.
GRM was established as an independent function to assist
the Board, RMC and Management with the coordination Reviewed risk reports prepared by JV companies.
and implementation of the risk management framework
Prepared and obtained the RMC’s concurrence and
across the Group.
Board approval of the proposed revised GPA on Risk
Management.
GRM’s roles include assisting Management, business and
operating units to: Participated and assisted in the corruption risk
assessment training and workshop, together with GCO
i. Integrate risk management into key business processes
and the external consultant.
and facilitate effective decision-making and mitigate
uncertainty. Assisted in the finalisation of the updated corruption
risk register for the Group.
ii. Embed risk management into the organisational
culture and encourage effective decision-making at all Coordinated the independent review and provided the
levels of the organisation. necessary support and feedback to the external
consultant on the review of the Group Enterprise Risk
iii. Establish, maintain and monitor the implementation of
Management Framework.
formal and explicit risk management processes
through the identification, assessment and Prepared and presented the quarterly status update to
management of risks impacting business objectives the RMC on key activities undertaken by GRM.
and/or those which are outside the risk appetite
parameters. These risks are documented, aggregated, Prepared and proposed to the RMC the risk-related KPI
evaluated and reported at the Group-level to the for the FY 2019 and reported its subsequent
Management and the RMC. achievement.

iv. Review key corporate activities and transactions that Provided a status update on the achievement of the
are considered significant from the Group’s GRM Annual Plan for the FY 2019.
perspective.
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Proposed the GRM Annual Plan for the FY 2020 for the – Prepared and obtained Board approval on new GPAs
RMC’s deliberation and approval. relating to anti-bribery and corruption, including the
Anti-Bribery and Corruption Policy, Sponsorship and
Participated as one of the key trainers for the risk
Donation Policy, Conflict of Interest Policy and
module for new employees’ onboarding training.
Anti-Money Laundering Policy.
– Coordinated the corruption risk assessment training
Group Compliance Office and workshop, together with GRM and the external
consultant.
GCO was established as an independent function to assist
– Finalised and updated the Group’s corruption risk
the Board and Management in achieving the compliance
register.
and integrity strategy and objectives by coordinating key
compliance risk management activities across the Group. – Engaged with the Agency Integrity Management
Division or Bahagian Pengurusan Integriti Agensi
GCO’s roles include: (“BPIA”) of MACC in relation to IGU and Adequate
Procedures Requirement matters.
Planning and executing compliance, ethics and integrity
programmes based on approved frameworks, addressing – Prepared and obtained RMC approval for the
key compliance and integrity issues and concerns within Group’s half-yearly status updates on corruption-
the Group. related activities and programmes for submission to
the MACC.
Coordinating and periodically reviewing and updating
the Group Policies and Authorities (GPA), Code of Coordinated the Group’s annual review on the GPAs
Business Conduct (COBC) and Group Limits of Authority and presented the proposed amendments to the Board
to ensure continuing relevance in providing guidance to for deliberation and approval.
Directors and employees.
Prepared and obtained the RMC’s concurrence and
Maintaining an effective compliance communication Board approval of the proposed revised GPA on
programme for the Group to foster a culture of Compliance Management.
compliance and integrity.
Prepared and launched the Bahasa Malaysia (BM)
Assisting Management in identifying and managing key version of the COBC.
compliance obligations.
Conducted and completed the COBC training in both
English and BM for all employees of the Group.
Key activities for the financial year under review included
but were not limited to: Coordinated the independent review and provided the
necessary support and feedback to the external
Coordinated programmes and activities to prepare the
consultant on the review of the Group Compliance
Group for the enforcement of the new Corporate
Management Framework.
Liability provision in June 2020, including:
Introduced the ‘Compliance Learning Series’ which is a
– Proposed and obtained the RMC’s approval for the
bi-weekly email communication to strengthen
revision of the GCO Charter to formally codify the
employees’ awareness and knowledge on the Group
Integrity responsibility for the GCO.
policies, processes, procedures and ethical conduct.
– Conducted a review of the Group’s readiness to
Prepared and presented the quarterly status update to
meet the Corporate Liability provision. Presented
the RMC on key activities undertaken by GCO.
the Corporate Liability Readiness Report to the
RMC. Prepared and proposed to the RMC the compliance-
related KPI for the FY 2019 and reported its subsequent
– Implemented, monitored and reported on a quarterly
achievement.
basis to the RMC, the process of the gap closure as
identified in Corporate Liability Readiness Report. Participated as one of the key trainers for new
employees’ onboarding training, covering the Group’s
governance structure and key policies such as the GPA,
COBC and Whistleblowing Policy.
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SUSTAINABILITY REPORT

About Sime Darby Property Sustainability Statement

Sustainability is not just about growth. It is about the well-being of our people, our communities and our planet. It is
about the economic, environmental and social impacts of our business and operations. It is about how we deploy
natural and social capital to achieve prosperity in a responsible manner. More so, it is about how we fulfill this
responsibility to create value that is meaningful to our stakeholders.

We have a legacy and a Vision of ‘Developing Sustainable Communities’. At Sime Darby Property, this also means
delivering solutions that meet the emerging needs of modern society. In doing so, we are cognisant of the bigger role
that we can play in raising awareness and building resilient and prosperous communities with hearts where we operate
in a sector that can be a catalyst to socio-economic progress.

OUR SUSTAINABILITY MISSION

This report presents a reliable account of our efforts in The Sime Darby Property Sustainability Statement 2019
mobilising stakeholders, ideas, and solutions that foster reinforces our commitment to our communities as well as
welfare and well-being of both the communities and their social, environmental and economic ecosystems. We
environment in which we operate. We have fairly also forge partnerships with civil society and the
represented the material matters in the context of development sector to adopt and champion grassroots
sustainable development. The report also provides issues, towards creating positive impact in the long-term.
sufficient and credible information of our approaches, Our aspiration is to not just manage our business with
strategies and impact in implementing various responsibility towards our stakeholders, but also create a
sustainability and related policies, initiatives and community of believers, who will catalyse sustainable
programmes. development for the good of all.
SUSTAINABILITY REPORT
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BEST PRACTICES & STANDARDS We have included feedback and views of our stakeholders,
who are both partners and beneficiaries of our
While we operate to the best of industry practices, our
sustainability efforts and programmes. In regard to
focus continues to be on sharing and prioritising
external assurance, we have engaged an external party to
information about how our programmes are designed to
provide limited assurance of Total Carbon Emissions and
positively impact the environment and society. Beyond
LTIFR (refer pages 213 to 215 of the report).
standards and guidelines, it is very important to us that
our stakeholders are able to appreciate our commitment
STAKEHOLDER ENGAGEMENT AND MATERIALITY
and role in supporting theirs and that of future
generations’ needs and aspirations – today and tomorrow. Engagement is key to our business philosophy. We believe
in the power of co-creation, which is all about
• We have complied with Bursa Malaysia’s Main Market
understanding and operating to stakeholder’ expectations.
Listing Requirements on Sustainability Reporting,
Our robust systems and processes help us to map the
including the procedures prescribed by the Bursa
stakeholder climate of opinion as well as their evolving
Malaysia Sustainability Reporting Guide, 2nd Edition,
needs to our business priorities and focus. Every year, the
2018
information gathered from various touchpoints (such as our
• This year, we have also mapped our sustainability issues call-centres, relationship managers, marketeers, surveys,
based on the Global Reporting Initiative (GRI) principles industry research, polls and feedback mechanism) help us
approach. identify and prioritise matters that are most material to
both our stakeholders and our business.
REPORTING SCOPE AND BOUNDARY
Please refer to the section on Material Matters on pages
The scope and boundary for this report covers the period
35 to 37 of our Annual Report 2019.
1 January 2019 to 31 December 2019, for Sime Darby
Property Berhad and its subsidiaries.
IDEAS AND SUGGESTIONS
All quantitative and qualitative information for relevant As shared, it is critical for us to ensure the sustainability
indicators have been disclosed for the year under review, statement not just communicates our commitment to
and where applicable, comparative data has been included environmental and social well-being, but also garners
for a minimum of 2 years. The last report was published in positive response in terms of ideas, suggestions and any
April 2019 for the period covering 1 July 2018 to feedback from our stakeholders. We welcome our
31 December 2018. Considering this is our first stakeholders to submit feedback and recommendations to
independent year (outside of the Group) to map our improve the quality of any of our programmes or
outcomes to GRI, we have aimed to subscribe to the disclosures.
principles such as balance, comparability, materially
relevant issues and completeness. Please write to the following function at the Group
Corporate Sustainability, Sime Darby Property:
ASSURANCE OF THE QUALITY OF REPORTING Lead Corporate Sustainability
[email protected]
We strongly believe in the integrity of material subject
matter contained in this report and while not all key
subjects have been assured, they have been thoroughly
reviewed for accuracy and balance. The degree of report
quality will be gradually improved year-on-year.
194 A N N U A L R E P OR T 2 0 1 9

SUSTAINABILITY REPORT

Sustainability@Sime Darby Property

“Sustainable development is development that meets the needs of the


present without compromising the ability of future generations to meet
their own (foreseeable) needs.”
Our Common Future (WCED, Brundtland Report 1987)

At Sime Darby Property Berhad, our approach to sustainability is guided by our Corporate Sustainability Model, which
motivates our actions towards contributing to a better society, optimising environmental performance and delivering
sustainable development. It is also our aspiration to tap the potential of our people; protect our planet by raising
environmental consciousness, undertaking remediation and inspiring green citizenship; and contribute to the prosperity of
both business and our communities.

Corporate Sustainability Model Thematic Element Examples


linked to the Three P’s of Sustainability

e to a Better S
ibut oci
ontr ety PLANET
C Business
PEOPLE PROSPERITY
Human Resources Climate Change P.A.T.A.M.I
Carbon Reduction
Enha Customer’s Economic Growth
age
Op

nc Satisfaction Healthy Green Spaces


ng Job Creation
timi

Safety & Health Living Water Bodies


Development

Operation Excellence
e
E

Purse Human Rights Waste & Water Management Quality Products


se Environm
V al u e C h ai n

sto m er

Sustainability Urban Farming Flood Management


D is cl o s u re

P ro t e c t

Renewable Energy
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As we continue to mature in our approach to sustainability, we endeavour to develop greater understanding of the
ecosystems where we operate and the systemic environmental and social issues. This holistic integrated lens on
sustainability allows us to take an inclusive and adaptable approach. In 2019, we initiated efforts to assess and articulate
new sustainability goals for 2030. The Sustainability Blueprint (2020-2030), to be in effect from the next reporting year,
emphasises our Township Operational Sustainability Plans. The idea is to embed principles, meaningful goals and tangible
targets/results of sustainability in the way we design and deliver townships and integrated developments, aligning our
people and planet objectives with prosperity that we create through our business endeavours. This is reflected and
reinforced in various sections of this statement as well as our Annual Report.
SUSTAINABILITY REPORT
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The United Nations Sustainable Development Goals (SDGs) 2030

The SDGs provide a clear imperative for inclusive growth, i.e., ‘leave no one
behind’. The SDGs provide us focus areas to strategise, monitor and measure
our sustainability development impact.
During the year under review, we underwent a comprehensive assessment and mapping exercise to align the 17 SDGs at
programme-level, making it both pragmatic and prudent for us to track and report tangible value delivered to
communities. All SDGs are relevant to the company, either in our business processes, or along our value chain. The criteria
for prioritisation of one or more of the SDGs includes the degree of influence we can exercise to achieve the outcomes
and the kind of impact we can create through our sustainability output.

Summary: Mapping UN SDGs to Sustainability Programmes and Business Outcomes

What Has Sime Darby Property Done to Support and Align to the UN SDGs 2030?

1 • 2,888 units of statutory housing under 5 • Code of Business Conduct – Equal opportunity
construction. About 3k more units planned and anti-discrimination Policy
• 52 percent increase in income for 30 B20 families • 22 percent female board, 42 percent women in
– collaboration with Islamic Relief at PPR Taman workforce
Putra Lembah Subang
• RM20k income in 3 month – Bukit Subang B40 6 • 2.26 percent reduction in Operational Water
Melati Community Chilli Farm. 3 tonne chilli Intensity
production. Equipment sponsored by Sime Darby • 1 Wetlands Construction and Maintenance
Property Guideline. In collaboration with Wetlands
International for City of Elmina.
2 • 1:10 Urban Farming Allotment to Home Target
7 • 513 Solar Ready Homes – 1st tranche – Ilham, F4,
– City of Elmina. CoE Sustainability Plan 2018-
Elmina. Collaboration with TNBX and Sime Darby
2030 targets
Property. 2kW PV and Net Metering/house.
• 70 Children fed – Lighthouse Children Welfare
Planning for the next 1,800 homes
Home, Bangsar. SDCC Leftover Food Programme
8 • 412 SL1M/Protégé Trainees since 2015.
3 • 28km of 190km completed of Cycling & Jogging • Sime Darby Property Code of Business Conduct
Circuits. A mix of neighbourhood and city-wide (COBC)
circuits across 3 townships (City of Elmina – 90km, – 2.4 Making Our Workplace a Safe Environment
Bandar Bukit Raja – 50km, Serenia City – 50km) – 2.5 Providing Favourable Working Conditions
to all Our Employees
4 • 2 Education Hubs (PEH and CoE) 3 Universities, – 2.6 Freedom of Association
1 Polytechnic, several schools. At KL East – Kolej – 2.7 Protecting the Rights of Children
Yayasan Saad. – 2.8 Eradicating any Form of Exploitation
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What Has Sime Darby Property Done to Support and Align to the UN SDGs 2030?

9 • 1st IBS Strata Development focused on delivering 14 • 36,000 MT biomass pelleting


B40 community – Sustainable Homes. – Converted palm oil trunks into biomass fuel
– 536 Units, 30 percent faster, zero construction pellets at BBR and Elmina West.
waste, 10 percent lower construction cost. • 2.25 percent waste intensity reduction 2019
• DTO 1st Crowd-sourced property design platform against 2016 preliminary baseline.
– Aurora, SJCC the first product developed under
this design technology innovation by Sime
Darby Property
15 • 92,680 trees planted since September 2011
10 • UN agency collaboration for an Inclusive (December 2019)
Playground Toolkit and Pilot. • 19,520 IUNC Red List Trees planted (December
– Collaboration to design an inclusive playground 2019)
and toolkit to encourage replication and • 1st Malaysian IUCN Tree Landscape Guideline
improved playground design in Malaysia. – Published 2017, covering 74 species – a tool
• Over 2,000 Multi-generational Inclusive Homes. for landscape architects and students.
Disable access.

11 • 1,362 Insulated homes completed


(since 2017. 1,503 more under construction).
16 • Over 35 RAs established in collaboration with
• 31,400 kg (as at December 2019)
Sime Darby Property. Supports strong community
– Amount of recycle household materials collected
institutions
by our communities (at BBR since 2017)
• Code Of Business Conduct (COBC)
• 10 years of SUSDEX across 20 plus townships
• Vendor Letter of Declaration
under Sime Darby Property
• No Gift Policy
12 • 600 Members – Young Sustainability • Whistleblowing Policy/SOPs
Ambassadors Programme
– Education engagement for children 7-17 yrs
about sustainable living, civil society and the
environment. 17 • 1st Rainforest Knowledge Centre and
Development of IUCN Native Tree Nursery
13 • 1st Carbon Neutral Certified Residential House in – Sime Darby Property – NGO MoU signed
SE-Asia August 2019
– Constructed in 2010, Tested 50 Sustainability – ERKC facility dedicated to ‘connecting people
Features to nature’
– BCA Greenmark Platinum, GBI Gold – Building built largely from Idea House recycled
• 1st LEED Gold & LEED SILVER Buildings in material
Malaysia – Supported by a specialised native tree IUCN
– SD Plantation and SD Property HQs nursery
• For 2019, a 42.5 percent carbon emission – Up to 50,000 IUCN trees to be produced at
intensity reduction against 2016 baseline nursery
• 7 Green Certified Projects
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Sustainability Approach

The very basis for devising and deploying sustainability strategies is


materiality, which is all about focusing our efforts on areas that matter
most to our stakeholders and where we can have a positive impact, in
terms of environmental well-being and social equity.

In preparing the content focus of this Sustainability Report, the company has reviewed multiple material matters
identified through a materiality assessment process. The methodology took into account both the issues raised by
stakeholders through various interactions during the year and the internal business priorities or focus. These were
juxtaposed against the material matters reported in previous years, to reconcile and reprioritise for better focus.

Sustainability Context

Sustainability Context Prioritisation

Stakeholder Considerations:

Most important to Highest impact on Most important to


stakeholders society and business and
environment growth

Value Creation Impact on Validation


Environment &
People

Stakeholder’ Management Value Creation


Consultation Deliberations Objectives
Business Considerations:

Review

Periodic assessment of materiality based on


Risk Assessment Impact on changing stakeholder expectations, ESG
Business Indexes and business priorities
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Based on our assessment in 2019, we identified the following material matters as critical to our sustainability programme
planning and performance, clustered into People, Planet, Prosperity and Governance.

Sustainability Model
Stakeholder’ Concerns Our Response (2019)
Purpose Elements

People • Upskilling/Reskilling • RM1,140,276.50 invested in upskilling and reskilling programmes


(Contribute to a Better • Non-discrimination • 19,230 training hours
Society) • Equal opportunities • 412 Graduate trainees trained between 2015-2018
• Conducive working • Zero work-related fatalities for the 3rd consecutive year
Material Matters: environment • Women in workforce – 42 percent women on Board 22 percent
– Diversity & Inclusion • Community welfare and • 1,386 volunteer hours by employees
– Safety and Health social responsibility • Established first purpose-built Community Urban Farm (Elmina
– Culture Valley, CoE)
– Community Adoption • Staff nursing room developed for nursing mothers

Planet • Cost of non-compliance • Achieved a target of 19,520 IUCN Tree Planting (2011-2019)
(Optimise Environmental to environmental • MoU with local biodiversity NGO for operation of Elmina
Performance) guidelines Rainforest Knowledge Centre and IUCN Native Tree Nursery
• Carbon footprint from • 92,560 total trees planted (2011-2019)
Material Matters: operations • Carbon emissions by company segment:
– Climate Action • 9,938.18tCO2-e (Building construction by contractors and Sales
Gallery operations)
• 15,486.45tCO2-e (Infrastructure construction)
• 9,014.76tCO2-e (Hospitality & Leisure)
• 1,361.97tCO2-e (Asset Management)
• Overall, carbon emissions intensity reduction against 2016
baseline, 42.5 percent
• 1 property certified with BCA GreenMark (The Ridge, KL East)
• 1 property certified with GBI Gold (Cantara Residences, Ara
Damansara)

Prosperity • Defects rate • 2,888 statutory units of Affordable housing for lower income
(Deliver Sustainable • Expensive and High community (priced from RM200-270k) under construction and/or
Development) Costs of Products due for completion in 2019/2020
• Unsustainable
Inspection Average Defects
Material Matters: infrastructure
– Product Quality • Supply Chain Structural (25%) 2 defects
– Inclusive Design Inefficiencies, Architectural (75%) 1 defect
– Affordability governance issues,
Pre-CPC 14 defects
– Security environmental impact,
– Supply Chain poor project • 99 percent of local contractors and vendors with RM1,807.9 bill
performance contract value.

Governance • Costs of non-compliance • 3 key policies (Quality, ESH and Energy Mgmt)
(Manage Sustainability • Reputational damage • 1 Code of Business Conduct (COBC) enable sustainability
Performance with • Business disruptions performance related to environmental and social
Integrity and • Poor productivity and • Whistle Blower policy
Transparency) performance • No gift policy

Material Matters:
– Policy Support
– Grievance Mechanism
–A nti-Corruption and
Integrity
– Data Security
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Additionally, we have clearly established the scope, boundary and impact metrics for each of the material matters, as
shown in the table below:

Material Issue Scope Aspect Boundary SDG

Affordability Malaysian residential • Sime Darby Property


properties • Customers/Community
• Competitors
• Authorities/Government
• Shareholders

Product Quality Malaysian residential • Sime Darby Property


properties • Customers/Community
• Professional Institution
• Authorities/Government

Economic Injection Malaysian commercial • Sime Darby Property


properties • Vendors
• Authorities/Government

Governance, Risk and All Sime Darby Property • Sime Darby Property
Integrity • Employees
• Investors
• Shareholders
• Authorities/Government
• Media

Emerging Climate All Sime Darby Property • Sime Darby Property


Change Risk • Customers/Community
• Authorities/Government
• NGOs
• Investors
• Academia
• Media

Waste Management/ All Sime Darby Property • Sime Darby Property


Recycling Malaysian residential • Customers/Community
properties • Authorities/Government
• NGOs
• Investors

Biodiversity All Sime Darby Property • Sime Darby Property


Malaysian residential • NGOs
properties • Indigenous
• Media
• Academia
• Authorities/Government
• Competitors
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Material Issue Scope Aspect Boundary SDG

Renewable Energy Malaysian residential • Sime Darby Property


properties • Customers/Community
• Authorities/Government
• Academia
• Professional Institution

Water Supply & All Sime Darby Property • Sime Darby Property
Flooding Malaysian residential • Customers/Community
properties • Authorities/Government
• Investors

Working Environment All Sime Darby Property • Sime Darby Property


• Employees
• Vendors
• Professional Institution
• Authorities/Government

Safety All Sime Darby Property • Sime Darby Property


• Employees
• Vendors
• Labourers
• Authorities/Government

Human Rights All Sime Darby Property • Sime Darby Property


• Employees
• Vendors
• Labourers
• Authorities/Government
• NGOs
• Media

Inclusive Design Malaysian residential • Sime Darby Property


properties • Customers/Community
• Competitors
• Authorities/Government
• Media

Security Malaysian residential • Sime Darby Property


properties and parks • Customers/Community
• Competitors
• Authorities/Government
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Sustainability Governance

Sustainability is guided at the highest levels of decision-making.

At Sime Darby Property, Sustainability is a cross-cutting function, where the strategic direction is guided by the Board of
Directors, with the Group Managing Director taking an executive role for effective and efficient implementation towards
positive sustainability performance year-on-year.

Board of Directors: Ensure strategic alignment of strategies on economic, environmental, safety and health, social
and governance with stakeholder’ expectations and business priorities towards long-term
value creation. The Board Charter is available on the Company’s corporate website at
www.simedarbyproperty.com/who-we-are/corporate-governance

GMD’s Office: GMD’s Office ensures direction given to the ESH Committee (ESHMC) and Human Rights Taskforce
(HRiTF) in relation to thematic focus areas of each team.

HRiTF/ESHMC: Implement specific thematic sustainability-related actions/initiatives and report on a quarterly basis
to the Group Managing Director.

HRiTF is led by the Management on a quarterly ESHMC, under the chairmanship of the COO,
basis to conduct Human Rights assessments, convenes quarterly to deliberate on matters
including risks and areas of improvement across related to legal compliance for Environment,
our value chain. Safety & Health.

Sime Darby Property 2030 Sustainability Goals Development Workshop – 25 November 2019 – translating the UN SDGs 2030 into
our business context
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Our Sustainability Governance Framework is anchored on our Corporate Core Values of Passion, Respect & Teamwork;
Integrity & Accountability; Make-it-Happen and Entrepreneurial Spirit (PRIME). We also have embedded thematic
sustainability considerations into key policies instruments, which enable us to deliver on our sustainability focus areas,
including maintaining good corporate governance.

Sustainability Elements Enabling Policies, Guidelines & Other Instruments

– Code of Business Conduct (COBC)


People
– Diversity Policy/Statement
(Contribute to a Better Society)
– Corporate Values

– Precautionary Principle/ESH Policy


Planet – Environmental Standards
(Optimise Environmental Performance) – Guidelines for Operational Carbon, Water and Waste,
inclusive of SOPs

– Quality Policy
Prosperity
– Quality Product Standards
(Deliver Sustainable Development)
– Supplier/Procurement Policy

– Code of Business Conduct (COBC)


– Whistle Blowing Policy
– Integrity Pledge
Governance
– Gift, Entertainment and Travel policy which include the
(Manage Sustainability Performance with
No gift policy
Integrity and Transparency)
– Anti-Bribery & Corruption Policy
– Sponsorship and Donation policy
– Conflict of Interest policy

Our Sustainability Performance also relies on the leadership that we demonstrate by participating in various industry- and
stakeholder-driven platforms, dialogues, and conversations on shaping a sustainable future. Our participation goes beyond
memberships to associations, working groups and taskforces, and regulatory obligations. We encourage exchange of
knowledge, skills, experience and expertise that will empower our people and enhance their ability to accelerate
sustainability performance and impact.

In November 2019, Acting Group Chief Executive Officer


Dato’ Wan Hashimi Albakri participated in the Malaysia
SDG Summit as a panelist and speaker at the Business
Leaders Forum.

The table below includes some of the key memberships


held by Sime Darby Property but does not include the
multiple various ad-hoc engagement activities with various
related industry group and professional bodies.

Membership Body/Platform Our Role/Contribution (2019)

Malaysian Green Building Council (MGBC) Corporate Member

Real Estate and Housing Developers’ Association Member

Commonwealth Enterprise & Investment Council Member


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Contributing to a Better Society

Contributing to a Better Society is one of the three (3) One key exercise conducted was to take stock of our
spheres of our sustainability purpose and hence embedded functional capabilities where we assessed our Project
into the company’s Vision, i.e., ‘Leader in Developing Managers. This provided us insight into key areas of
Sustainable Communities’. We embedded this principle development that would ensure current and potential
into how we manage our people so that they are able to Project Managers are continuously fit-for-the-role.
work to their best capacity, lead a healthy quality life, and
contribute meaningfully to build a stable economy. It is We have also formalised our critical talent pool,
with this belief that we invest in the power and potential putting in place succession targets and also launching
of our people, to include our employees, customers, and our development planning for the critical talent
other critical stakeholders. groups to further improve our pipeline health.

This section covers our effort in developing and uplifting Soft skills and leadership programmes were also
our stakeholders through our value chain through creating introduced to align to our new Leadership
a conducive working environment, enhancing work Competencies. Feedback about the in-house
practices, developing inclusive design paired with reliable programmes have been encouraging with an average
security in our customer products, and our status and satisfaction score of “above average”. Given our
progress in improving human rights orientation in our value emphasis on building capabilities, we offered 135
chain. All this culminates into how we contribute to a programmes for our employees in 2019, an increase by
better society, which is also central to the objectives of 50 percent from 2018. Given the push and interest
the SDGs – in particular ‘to leave no one behind’. shown in the developments offered, our learning and
development budget utilisation also increased
CONDUCIVE WORKING ENVIRONMENT significantly from 2018. Our online employee portal
provides details of training opportunities for
Our company’s key asset is its people. Therefore, we’ve
employees to further improve their skills and
designed and implemented incremental strategies for
capabilities to keep up with the constantly changing
human capital development, mainly to unlock their
business environment. A total of 19,230 training hours
potential, to ensure a sustainable talent and leadership
were delivered in 2019 across all categories of
pipeline. At the core is the reinforcement of capabilities
employees.
through continuous learning, development and ongoing
engagement to instill within our team our corporate values
to drive results.

Building Capabilities: Developing Talents

We strive to instill strong leadership values and an Cost Spent by Level


effective rewards strategy to retain and attract high-
performing talents. We designed a targeted Total Rewards
Framework to drive performance and to strengthen our 401,763.94
leadership pipeline. During the financial period under 323,339.51
review, our development areas were as follows:
259,811.18
a) Our PEOPLE development
Our focus in 2019 was to strengthen our foundation 131,175.14
by building core functional capabilities, with 90
24,186.82
percent of our development offering focused on
functional and technical skills. We introduced new and
NE E-SE AVP VP SVP
updated programmes to ensure that our employees
received updated concepts and content to help them
in their roles.
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Cost Spent by Gender Cost Spent by Gender

628,545.50 Female
511,731.09 45%

Male
55%
Female Male

Cost Spent by Level


SVP
NE
2%
12%
VP
23%

E-SE
AVP 28%
35%

Training Done According to Age Group:

Technical/Functional Leadership
Age Group
(no of employees) (no of employees)
Baby Boomer (>54 years old) 52 8
Gen X (39-54 years old) 343 89
Gen Y (<39 year old) 432 48

b) Talent Retention and Attraction


In Sime Darby Property, we established a rewards
framework that drives the Company’s performance
agenda while assuring that it is agile in adapting to
changes. Towards strengthening the foundation, a job
evaluation exercise was conducted to ensure that roles
are properly established and sized. Following this, a
rewards benchmarking exercise was also conducted
that helped us to understand our current
competitiveness level and where the gaps are against
benchmark companies. This in turn proved to be a
valuable input for charting Sime Darby Property’s
Total Rewards Strategy as well as the rewards
philosophy, as part of our overall employee value
proposition that is clear and attractive to internal and
external talents.
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Motivated Workforce issues that meant the most to the employees. Among the
initiatives and engagement activities held were Chairman’s
High staff engagement result in higher productivity,
Roadshow, Senior Management walkabout in township
accountability and due care in undertaking respective
operations and business units, Leadership Series, festival
functions. Accordingly, the company utilises several
celebrations, office enhancement projects, Lunch and Learn
methods to solicit staff feedback to improve the working
Series, digitalisation of HR processes via HR-On-Cloud,
environment and business processes.
sports month and annual dinner.

In 2019, many of the initiatives, frameworks and practices


Based on the Your Voice Survey results in 2018, our
established in Sime Darby Property are to help embrace
engagement score was recorded at 80 percent.
and to continue creating awareness on PRIME values.
Through the PRIME values our initiatives will promote and
Our commitment to deliver meaningful HR services to our
support diversity and inclusion in the workplace. It is about
employees, prompted the creation of a dedicated
valuing everyone in the organisation as an individual to
Employee Engagement Unit and the overall restructuring
promote an innovative, entrepreneurial, collaborative and
of the HR Department with the introduction of the HR
high-energy work environment. Together, we recognise
Business Partner (“HRBP”) model.
that each person has unique strengths, and by embracing
those strengths, we perform @ PEAK.
Subsequently, we rolled-out the Employee Engagement
Fund (“EEF”) (RM150/employee) to empower business
To ensure we are on the right track, the Company
leaders to fund and organise engagement related initiatives
administered the Sime Darby Property “Your Voice” Survey
within their respective departments. These mechanisms
to give a platform for employees’ voices to be heard. The
were put in place to help foster better teamwork and
objectives were:
collaboration among employees. The said EEF would help
• To measure the degree to which employees connect to the Heads of Department to organise engagement
their work, the Company, and its goals. activities within their departments/business units such as
• To obtain employees’ perception of the Company’s teambuilding, monthly birthday celebration, team lunches
brand, strengths and reputation. and department retreat.
• To identify areas impacting the Company’s performance
in terms of profitability, productivity and services.
• To provide leaders and managers with enough
information and insights to guide them in developing
effective action plans.

Based on the findings, the overall key priority areas were


– Leadership, Communication and Learning &
Development. During the year, HR began prioritising
initiatives and engagement activities to tackle head-on
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Enhancing Practices in The Workplace • We launched Phase 1 of HR On Cloud (HROC) and


introduced an integrated, cloud-based solution for
human resource management with the capabilities and
tools to carry-out comprehensive HR work processes and
Employee Empowerment activities in the areas of HR
Service Delivery, Talent Management, Workforce
Management and Administrative HR.
• Among our other workplace initiatives, we also focused
on work-life balance, implementation of flexi-hours,
rewards and recognition system, scholarships for further
education and diversity and fairness at the workplace.
Additionally, we upgraded our facilities, including rolling-
To create a better working environment where our people out the Clean Desk policy as part of Kaizan 5S
feel a sense of belonging and remain efficient, we looked methodology, upgrading the coffee machines at all our
at several improvements surrounding our workplace premises, enhancing the Staff Café’ and also providing a
practices and spaces. Nursing Room at our HQ for our working mothers.

• As a company, we uphold the principles of respecting


human rights, equality and fairness through non-
discrimination based on gender, race, religion or
impairments not relevant to employment.
• We also do not tolerate workplace practices that
condone physical or verbal harassment based on one’s
race, gender, nationality or social origin, religious beliefs,
age, disability, political opinion or any other status that
are governed by applicable laws.
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Diversity and Inclusion: Our People

As with many policy decisions, inclusion and non-


discrimination have been embedded into our Code of *1,515 total employees across our operations in
Business Conduct (COBC) which in-turn is reflected in our Property Development, Property Investment, Leisure and
internal Group Policies and Authorities (“GPA”) on Human Hospitality (*As at December 2019).
Resource. Effectively, the policy is about promoting
diversity in the workplace. Sime Darby Property is in a unique position to have a
multi-generational workforce comprising Baby Boomers
Hence, valuing diversity encourages participation and (6 percent), Gen-X (43 percent) and Gen-Y (51 percent),
contribution of all employees to create an ideal, respectful with Gen-Z poised to join the workforce in the next few
and a positive workplace. While we embraced our diverse years. Realising that this is a force to be reckoned with
talent background without prejudice, we also support our and in keeping with the company’s aspiration of
women in closing the gender gap and bridging the gap establishing a strong employer brand and a culture that
within different working age group. embraces diversity and inclusion, we are collaborating
closely with business leaders across the company to
Breakdown by Gender create better employee experience by prioritising our
initiatives based on what is meaningful and impactful for
635 (42%) 880 (58%) the employees.
Female Male

Occupational Safety and Health (OSH)

We value the life and safety of every person involved in


our township developments and operations, and those
working with our vendors in our value chain. In keeping
with our efforts, we constantly communicate the
importance of safe workplaces, work practices and the
associated risks through regular safety briefings, training
Breakdown by Generation
and competency enhancement for all involved in or
90 (6%) working within our townships, integrated developments,
Baby Boomer
655 (43%) Asset Management and Hospitality & Leisure businesses.
Gen-X
Our Policy on Occupational Safety & Health (OSH)

We have laid-out a clear set of multiple Standard


Operating Procedures (SOPs) that enable the OSH
management system to be increasingly effective. All our
suppliers, contractors and subcontractors are required to
770 (51%) provide details of their OSH management plans. Similarly,
Gen-Y they are required to comply with all applicable legislative
Breakdown of employees according to gender, generation. requirements as stated in the Occupational Safety and
Health Act 1994; the Factories and Machinery Act 1967;
and the Construction Industry Development Board Act
1994; as well as the specified contractual terms stated in

22%
Women represent the OSH Requirements for Contractors. We conduct

women representation
42%
of our workforce as at
periodic checks, internal and external audits and assurance
activities such as the frequent OSH Risk-Based
on our Board as at Assessments, Site Safety Evaluation Verification and
31 December 2019
31 December 2019 Surprise Checks to determine the level of compliance at
our project sites.
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5-Year OSH Performance

According to the Fatal Accident Rate graph during the year For Loss Time Injury Frequency Rate (LTI-FR), we have seen
under review, the performance has been positive and an increase from 0.24 to 0.31^* (29 percent increase). This
consistent, with a zero-fatality rate. In recognising this is due to the increase of Loss Time Injury incidents for FY
outcome, we know that continual safety engagement, 2019 – six (6) Loss Time Injury incidents against two (2)
training and surveillance are necessary to reduce the risks Loss Time Injury incidents in FY2018. All Loss Time Injury
of workplace accidents and fatalities. incidents reported are from Hospitality and Leisure
operations – four (4) incidents from TPC KL and two (2)
There have been no fatal accident cases for almost four (4) from Impian Golf & Country Club (IGCC). The numbers
years, with the last fatal accident reported in May 2016. were notified on the back of our efforts to raise awareness
Therefore, the Fatal Accident Rate remained zero (0) for among employees to closely monitor and report accidents
FY2019. and incidents within Sime Darby Property’s own operations.

Fatal Accident Rate, FAR Loss Time Injury – Frequency Rate,LTI-FR


No. of Fatalities/100 million work-hours No. of Incidents/1,000,000 work-hours

12 11.15 0.7
0.63
0.6
10
0.5
8 0.43
0.4
6 0.31 0.31*
4.3 0.3
0.24
4 0.2 0.19

2 0.1
0 0 0 0
0 0.0
FY14/15 FY15/16 FY16/17 FY17/18 FY2018 FY2019 FY14/15 FY15/16 FY16/17 FY17/18 FY2018 FY2019

^ Total number of hours worked’ denominator used for the calculation of LTIFR is based on the estimation of total number of employees x 22
days x 8 hours (for employees) and the actual hours submitted by contractors and vendors (non-employees).
* The data has been externally assured. Please refer to Independent Assurance report from pages 379 to 380.

INCLUSIVE DESIGN & SAFETY

At Elmina West, City of Elmina, the company started the development of a new type of township, where the principles of
wellness and inclusiveness are built into the development from planning. The residential products are branded Lifestyle
Homes. At the heart of this inclusive design approach, has been the realisation that as our urban community demographics
have gradually aged – often with three (3) and sometimes four (4) generations in the urban family unit, the multi-
generational needs of the home need to be met more effectively. This approach has also been embedded into our design
thinking process, when building recreation, commercial and community amenities in this township.

The implementation of this concept will result in:

Improved accessibility and


Reduction in future
convenience for everyone.
costs either for
adaptations or for
Higher adaptability to residential care.
long-term needs.
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Lifestyle Home Features

No Features Explanation
1 Car Porch Column-less car porch with long span car porch roof. Cars can be parked side by
side conveniently, with ample space for wheelchair bound users to manoeuvre.
Unobstructed outdoor ‘play area’ for kids with big glass panel, good surveillance
by parents from inside the house.
2 Open Floor Plan Seamless layout for living, dining and kitchen to encourage interaction between
parents and kids. No drop/obstruction between dining & kitchen and ease of
movement for wheelchairs.
3 Ramp at entrance and Ramp to ease the movement for wheelchairs within external and internal parts of
Ground Floor Bathroom the home.
4 Ground Floor Bathroom Spacious bathroom layout that able to make 1500mm diameter for wheelchair
turning.
5 Doors to Ground Floor Minimum internal clearance of 900mm width for ease of wheelchairs to access,
Bedroom & Bathroom sliding door for bathroom.
6 Universal Height of sockets, Positioned at low level between 450mm to 1200mm , easily reachable by kids and
controls wheelchair-bound users.
7 Adaptable Space Multigenerational – allow flexible layout arrangement to suit lager families with
different needs and live under one roof and to create moment of togetherness.
8 Enhanced Backlane and Designed to promote interaction between neighbours and healthy lifestyle e.g..,
Planter area at the back of gardening.
each house
9 Wide pedestrian walkway 2000mm wide shared walk way and bicycle lane connected within the development.

Inclusive design features incorporated in our Elmina township.

The same principle of inclusive design has been embedded


into the streetscape between homes and the recreational
spaces with gentle slope paths and driveways and within
the recreational spaces (phase parks and the Community
Park), with the inclusion of separate roads, wide cycle
pathways, walking and jogging track networks etc. In total,
the full cycling and jogging track network will be 90km
once the township is complete and to date, more than
25km has been completed.

Malaysia’s first Inclusive Playground – Local authority’s


approval was obtained in the second quarter of 2019 for
the development of Malaysia’s first purpose-built Inclusive
Playground at City of Elmina within the Community Park
Precinct of the 300-acre Central Park. This inclusive
playground is scheduled for completion in second half of
2020. The playground is the result of an MoU-based
collaborative between Sime Darby Property Berhad and a
UN Agency. A Best Business Practice Circular and Guidance Architectural Impression of inclusive playground due for completion
Toolkit is also in preparation for this project. in 2020
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CASE STUDY: URBAN FARMING

Sime Darby Property aims to establish community edible gardening and urban farming as part of our developments to
promote sustainable living.

a) In January 2019 we launched the Elmina Valley Farm, a community run allotment system offering about 100
allotments within the City of Elmina a 5,000-acre themed township development.
o The urban farm is one of the township’s sustainability features that was included in the development’s master
plan.

b) The Chili Farm at Bukit Subang was launched in July 2018. During the year under review, the project continued to
supplement this low cost housing community’s income and benefited 30 families from the Melati Apartments in Bukit
Subang. During the year under review, the families continued to harvest about 2-3 tonnes of chillies, about 2 to 3
times a year with a value of RM15-20,000 per harvest. They were sold to the local markets and local wholesalers.

Elmina Valley Farm Launch and Community Handover January 2019

Bukit Subang Community Chili Farm


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HUMAN RIGHTS

We have a responsibility to respect, support and uphold Through our Human Rights Taskforce (HRiTF), we have
fundamental human rights as expressed in the Universal progressed in achieving the following:
Declaration for Human Rights and the United Nations
1. Integration of human rights indicator in SUSDEX v4.1;
Guiding Principles on Business and Human Rights. The
responsibility to respect human rights is embedded into 2. Review on the consistency of implementing human
our Code of Business Conduct (COBC) which includes rights-related clauses in our contract documents;
among others, the prevention of modern-day slavery and
3. Revision of Human Rights 5-year (2019-2023)
human trafficking, and the fostering and support of
Performance Planning;
appropriate behaviours, beliefs and values.
4. Staff briefing by the Human Rights Commission of
During the year under review, we continued in our efforts Malaysia (“Suruhanjaya Hak Asasi Malaysia/
to raise awareness of the importance of basic human rights SUHAKAM”);
through constant engagement within our people, our
5. Site visits to assess Site Workers’ Amenities &
communities and our partners in our multi-layered and
Accommodation as part of Human Right best practices
complex supply chain. The Human rights indicator in our
at site(s) in reference to the Laws of Malaysia (Act
internal Sustainability Index (SUSDEX) has incorporated
446) – Workers’ Minimum Standards Of Housing And
percentage of active agreements and contracts (collective
Amenities Act 1990, incorporating all amendments up
bargaining agreements) with primary contractors
to 1 January 2006; Garis Panduan Penetapan Standard
integrating Human Rights criteria into the guidelines.
Minimum Pekerja Asing (GPPPA) 2018; and Malaysian
Standard – Temporary construction site workers‘
amenities and accommodation – Code of practice (MS
2593:2015).

UPLIFTING THE COMMUNITY

We approached the community through several core thematic areas – societal engagement and economic inclusion;
empowering cities and communities by building resilience; enhancing lives through education & healthcare; enhancing
practices in the workplace.

36
Amount of quality
edible surplus food

RM117,173
CSR initiatives
conducted >750 saved
>450 kg
donated items (products,
Amount of charitable
contribution 13 organisations supported
through donations
clothes, school supplies,
personal hygiene, etc) 27
commercial
initiatives

>7,500kg
Amount of community
corporate

18
investment & partnership
sponsorships/
unwanted fabrics
partnerships
RM131,862 collected

1,386hrs
volunteer hours
contributed 17 Amount of commercial initiatives
volunteer Masjid Ara Damansara

310
volunteers
engaged
initiatives
conducted
RM1,851,330
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Societal Engagement and Economic Inclusion o TPC Kuala Lumpur collaborated with Kechara Soup
Kitchen (KSK), a non-profit organisation for the
Ramadan #zerofoodwastage project. This charity
project aims to reach out to the homeless people of
Kuala Lumpur by providing free meals during festive
seasons. For the entire month of Ramadan 2019, more
than 450 kilos of quality edible surplus food were
distributed by TPC KL via KSK to the homeless and
underprivileged families in Klang Valley.

Empowering Cities and Communities by Building Resilience


• Due to rising cases of depression and how it may affect
lives, Sime Darby Property collaborated with Yayasan • ‘Sinar Harapan’ Project – Sime Darby Property
Sime Darby (Sime Darby Foundation) to roll-out a collaborated with YSD to carry out a few initiatives
programme dedicated to raising mental health under the ‘Sinar Harapan’ Project. This flagship
awareness, named the Great Minds Campaign. This was programme aims to assist underprivileged communities
in collaboration with the Malaysian Mental Health with various critical needs. Through the programme Sime
Association (MMHA) and Mental Illness Awareness and Darby Property provided school supplies to
Support Association (MIASA). The campaign aimed to underprivileged children via the ‘Back to School’
focus on three (3) critical areas; raising awareness, programme and gave food assistance to those in need.
educating society on the early identification of mental The Project also actively assists the communities during
health issues and engaging stakeholders on how to care festive season.
for their mental health through workshops, forums,
partnership engagements, awareness programmes and Festive Assistance – During the holy month of Ramadan,
sporting activities. 30 children from Pertubuhan Kebajikan Anak-Anak Yatim
Ummi, Selangor; and 211 indigenous families from Kg
Tekir and Kg Sebir, Labu, Negeri Sembilan received food
and other essential items as a gesture of goodwill.
Monetary contribution was also made to Pertubuhan
Kebajikan Anak-Anak Yatim Ummi by Impian Golf &
Country Club, Kajang through the sales of iftar buffet
vouchers.

• Back to School Programme – New sets of uniforms,


school supplies and backpacks were distributed to 698
underprivileged students from nine (9) selected schools
located within and nearby Sime Darby Property
townships in Kuala Lumpur, Klang, Shah Alam, Labu and
• During the year under review, 17 volunteer projects were
Pagoh.
implemented with a total of 1,386 volunteer hours,
contributed by 310 volunteers.
• Fabric Recycling Movement Campaign – During the year
o The Sime Darby Property Volunteers Programme under review, about 7,500 kilos of unwanted fabric were
(SDPVP) efforts range from assisting the community, collected. Sime Darby Property collaborated with Kloth
to efforts that promote care for the environment. Malaysia Sdn Bhd as the “Fabric Recycling Partner” and
o Through the ‘Drop Everything and Roll (D.E.A.R) Lifeline Clothing Malaysia Sdn Bhd as the “Fabric
Programme’ – Four (4) welfare homes namely Pusat Recycling Operator” in September 2018. This initiative
Jagaan Chik Sin Thong Klang, Rumah Orang Tua Seri aims to educate Sime Darby Property’s employees to
Setia/Sungai Way Old Folks Homes, Rumah Kebajikan recycle unwanted fabric that will ultimately end up in
Anbu Illam Kuala Lumpur, Persatuan Kebajikan Ci landfills. Clothes collected from this initiative are
Hang-Chempaka Selangor received items collected segregated at the collection center and those that are
from a donation drive in 2019. still in good condition are sent to charitable
organisations locally and abroad.
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Optimising Environmental Performance The initiative has a two-pronged objective – to reduce the
climate change impact from our business and to reduce
We monitor and manage the environmental performance operational costs. This is important in the context of the
across the value chain via the Eco-Efficiency programme global climate change agenda and in support of Malaysia’s
(carbon, water and waste intensity reduction from internal pledge to cut emissions intensity (against GDP) by 45
operations). We engaged with our customers at township percent by 2030.
and Hospitality & Leisure with initiatives focusing on
environmental awareness and performance, including During the year under review, the company’s total carbon
embedding specific environmental performance emissions were 35,801 tCO2-e*, a 4.95 percent decrease over
enhancement features into the township products, e.g., the previous year. The carbon intensity reduction target was
improved energy efficiency, water efficient homes etc. 2.5 percent against the 2016 baseline of 19.57 tCO2-e/RM
Promoting environmental performance is also a priority in Mil of Revenue. The carbon intensity reduction achieved was
the township community areas, e.g., Urban Farming 42.5 percent or 11.26 tCO2-e/RM Mil of Revenue.
allotment, flood management, improved recreational areas
*T
 otal Carbon data has been externally assured. Please refer to
through dedicated cycling and jogging track networks,
Independent Assurance report from pages 379 to 380.
planting of rare and threatened species (IUCN Red List
trees) in parks and community areas. For the last 3-years, we saw positive trends from the
overall decrease in total carbon emissions and achievement
CLIMATE CHANGE RISK, MITIGATION AND of intensity reduction targets for Hospitality & Leisure and
OPPORTUNITIES Property Development. Asset Management achieved a
Climate Change risk analysis, mitigation and leveraging on marginal reduction.
the related opportunities is the new norm with business
and stakeholders. As such, we have been continuously Key Contributors to Carbon Emissions
Reduction in FY2019
applying intensity reduction targets for carbon emissions,
water use and waste production to minimise our Climate
Change impact, via our own Operational Eco-Efficiency Motorcycle usage
Programme. This is implemented at 23 operating units in 54%
Property Development, Hospitality & Leisure, and Asset Back-up Generator
Management. The programme has shown positive results Set
use 97.3%
(detailed below). Electricity for
Car usage Building Process
Operational Eco-Efficiency 9.7% 8.7%
The overall results demonstrate continuous adoption of
best practices in implementing Operational Eco-Efficiency
Key Contributors to Carbon Emissions
across our operating units. Reduction for PD (Building Works) Segment

From the assessment in 2019, the implementation of some Welding &


best practices such as changes in energy, waste and water Motorcycles Cars Oxygen Cutting
habits resulted in significant reductions in Carbon, and 69.8% 54.2% 61.3%
some Water and Waste intensity reduction.
Building Electricity
Carbon Management Programme Electricity Generation -
Carbon management has been a key priority in Sime Darby 56.7% Process 15.9%
Property since 2010. Under the Carbon Footprint Project
(CFP), we track and monitor our carbon emissions (total The Hospitality & Leisure segment contributed to the
and intensity) as well as identify and implement key reduction of Carbon mostly by divestment of assets in
emissions reduction opportunities. Singapore and Australia.
214 A N N U A L R E P OR T 2 0 1 9

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Total Carbon Emissions and Intensity by Segment of Business (FY2016 – 2019)

80000 0.25

70000
0.20
Total Carbon Emissions (tC02-e)

Carbon Intensity (tC02-e)/m2


60000

50000
0.15

40000

0.10
30000

20000
0.05
10000

0 0.00
‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Total Carbon Emission(tC02-e) 45667 51860 47134 76023 69105 37324 49700 55768 37666 35801*

Result _ PD Carbon Intensity (tC02-e/m2) 0.0150 0.0070 0.0120 0.0330 0.0170 0.0300 0.0720 0.0165 0.0300 0.0200

Reduction Target - PD Carbon Intensity (tC02-e/m2) 0.0720 0.0716 0.0702 0.0702

Result AM Carbon Intensity (tC02-e/m2) 0.0500 0.0470 0.0380 0.0530 0.0490 0.0460 0.0150 0.0500 0.0200 0.0200

Reduction Target - Am Carbon Intensity (tC02-e/m2) 0.0150 0.0149 0.0146 0.0146

Result- H&L Carbon Intensity (tC02-e/m2) 0.1330 0.1420 0.1370 0.2090 0.1760 0.1600 0.1980 0.1710 0.1500 0.1300

Reduction Target - H&L Carbon Intensity (tC02-e/m2) 0.1980 0.1970 0.1931 0.1931

Total Carbon Emission and Intensity by Segment of Business (FY2010 – FY2019)


*Total Carbon has been externally assured. Please refer to Independent Assurance report from pages 379 to 380

Total Carbon Emissions tC02-e Breakdown by Segment of Business for FY2016 – 2019

60000
Carbon Emission tC02-e

50000

40000

30000

20000

10000

0
‘16 ‘17 ‘18 ‘19

FY2016 FY2017 FY2018 FY2019


Asset Management 8245.08 6851.78 1744.15 1361.97

Hospitality 11990.31 12417.30 14626.85 9014.76

PD- INFRA WORKS 21696.31 23901.96 9834.77 15486.45

PD - BUILDING WORKS 7768.76 12597.25 11460.70 9938.18

Total Carbon Emissions (tCO2-e) Breakdown by Business Segment for FY2016-FY2019


SUSTAINABILITY REPORT
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In the communities we develop, our key focus has been the The scope of waste data that we monitor include solid
development of more energy efficient (EE) homes. Most non-hazardous waste under the categories of domestic
recently, we also launched a new initiative to install PV waste, construction waste, food waste, paper, boxes,
Solar Panels (Renewable Energy – RE) in homes at City of plastics and metal etc. Other areas of focus include
Elmina under an MoU agreement with TNBX, a subsidiary increasing our operational recycling rate and encouraging a
of our national energy company. Information on the latter higher level of IBS (Industrial Building System) application
will be updated in more detail in the next report, while in construction.
more description on EE residential products is below.
Moving forward, Sime Darby Property will be focusing on
Energy Efficient (EE) Homes: EE Homes have been featured customer-oriented waste management programme,
across our townships, helping customers to reduce their including a community recycling programme.
electrical energy consumption in their homes. The EE
Homes take into account industry requirements including Water Management Programme
site-orientation planning, optimum natural cooling and
The impact of climate change and the way it transforms
daylighting design (reflect the façade/fenestration design),
our planet’s water cycle can have profound and far
thermal efficient material selection, indoor lighting
reaching consequences. Our Water intensity reduction
planning, renewable energy and energy efficient features.
target was set at 10 percent by 2022. The same target was
All of the stated requirement will help customers in
also set for waste. For the year under review, we achieved
reducing the electrical energy demand and costs.
a reduction of 2.26 percent in water intensity compared to
the preliminary 2016 baseline. However, it is lower than
Waste Management Programme
the targeted 5 percent decrease. Similarly, as per waste
Sustainable management of construction waste is not just a intensity, the company now has an improved data set over
national priority, but a business imperative. In response, 4 years and the baseline will be restated to replace the
we have launched and implemented an organisation-wide preliminary 2016 baseline. The water intensity reduction is
Waste Management Programme. At the outset, the Group mostly due to Hospitality & Leisure divestment of assets in
has established a preliminary waste intensity baseline in Singapore & Australia, but also partially due to an overall
2016 and set reduction targets of up to 10 percent by the reduction in potable water use.
year 2022.
During the year, we continued to place emphasis on
For the year under review, we achieved a reduction of 2.25 installing low water use fittings (WEPL/WELPS accredited)
percent in waste intensity compared to the baseline year in our residential products, mostly for landed residential, in
2016. However, it is lower than the targeted 5 percent addition to installing rainwater harvesting in strata
decrease. As the company now has an improved data set developments.
over 4-years, the baseline will be restated to replace the
preliminary 2016 baseline. During the year in review, Sime Darby Property has also
been focusing on improving water quality (through a
Overall, the waste intensity reduction is due to a collaboration with a specialist NGO), by creating a
combination of an increase in recycling practices and a Constructed Wetlands Development and Maintenance
reduction in waste generation’. Guideline . This will be further elaborated in the future.

In addition to that, the ongoing Community Recycling in


Bandar Bukit Raja township has achieved 17.2 tonne of
recyclables in 2019, in addition to the 14.20 tonne
previously achieved by this community.
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Sime Darby Property Waste Intensity Result vs. Baseline & Reduction Target (kg/m2) from FY2016 – FY2019

12.2
11.9
11.6
11.3
11.0
10.7
10.4
10.1
9.8
9.5
Waste Intensity (kg/m2)

9.2
8.9
8.6
8.3
8.0
7.7
7.4 2016 2017 2108 2019
7.1
6.8 Waste Intensity
6.5 Baseline 2016 4.490 4.490 4.490 4.490
6.2
5.9 (kg/m2)
5.6
Waste Intensity
5.3 4.490 6.459 12.118 4.389
5.0 (kg/m2)
4.7
4.4 Waste Intensity
4.1 Reduction Target 4.490 4.445 4.400 4.266
3.8
(kg/m2)
3.5

Sime Darby Property Waste Intensity Result vs. Baseline & Reduction Target (kg/m2) from FY2016-FY2019

Sime Darby Property Water Intensity Result vs. Baseline & Reduction Target (m3/m2) from FY2016 – FY2019

0.975

0.950

0.925

0.900

0.875

0.850
Water Intensity (m3/m2)

0.825

0.800

0.775

0.750
2016 2017 2108 2019
0.725
Water Intensity
0.700
Baseline 2016 0.618 0.618 0.618 0.618
0.675 (kg/m2)
0.650 Water Intensity
0.618 0.686 0.954 0.604
0.625 (kg/m2)

0.600 Water Intensity


0.575 Reduction Target 0.618 0.612 0.606 0.587
(kg/m2)
0.550

Sime Darby Property Water Intensity Result vs. Baseline & Reduction Target (m3/m2) from FY2016-FY2019
SUSTAINABILITY REPORT
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CASE STUDY: THE RIDGE – BCA GREEN MARK AWARD GREEN SPACE & BIODIVERSITY CONSERVATION

Objective: Tree Replacement Policy: 1 to 1

To recognise design achievement in promoting In 2011 the company’s senior leadership decided to ensure
sustainability in the built environment. that for every palm oil tree removed (on average 55 per
acre), it would be replaced with at least one tree. We refer
Addressing: to this as the Tree-to-Tree Policy (i.e., 1:1). At the time of
the decision, the company started comprehensive tracking
1. Sustainable Development Goals (SDGs):
of the Tree-to-Tree policy through our Tree-to-Tree
calculator. The calculator indicates how many palm oil
trees are removed during the conversion from monoculture
agricultural to urban land use and keeps track of the

replanting by phase.

The Ridge has attained the Provisional BCA Green Mark


To calculate if the company is on track, the total result
Certification from Building and Construction Authority
achieved is contrasted against the total completed
(BCA), Singapore. The Ridge sits on the foothills of the
landscaping each year. As at 2019, the ratio achieved
Klang Gates quartz ridge – the longest quartz ridge in the
across the 21 township developments in progress (2 are in
world. More than half the development is enveloped in
planning) is 1:08, equivalent to 92,560 trees. The reason it
secondary regenerating rainforest, parks and gardens.
appears below target is due to the lagging nature of the
process.
The benefits of the BCA Green Mark include:
• Reduction in the usage of energy, water and material
resources.
• Minimisation of negative environmental impact.
• Improvement of indoor environmental quality for better
health and well-being and,
• Provision of clearer direction for continual improvement.
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Also linked to the tree-to-tree calculator is a more recent effort of planting IUCN Red List Malaysian species with our
landscaping efforts. Trees from the IUCN Red List are those classified as rare, endangered or threatened for extinction.
Sime Darby Property aims to provide green spaces within our landscapes and township parks for the purpose of IUCN Red
List conservation. As at December 2019, we had planted 19,520 IUCN Red List trees across 21 of our townships.

Elmina Rainforest Knowledge Centre (ERKC) & Native Tree Nursery

In 2019, Sime Darby Property strengthened its relationship with a Malaysian-based environmental non-governmental
organisation through a Memorandum of Understanding (MoU). Under this collaboration, the said NGO will operate the
Elmina Rainforest Knowledge Centre (built in 2019) to provide conservation and biodiversity education as well as produce
Native Trees listed mostly in the IUCN Red List trees for the use of the company in our landscaping works.

Elmina Rainforest Knowledge Centre at Elmina West

Overall, the nursery has two sections, a seedling nursery of As part of its ongoing biodiversity programme, Sime Darby
about 2 acres and a grow-on nursery about 5-6 acres. The Property has also published ‘The Malaysian Threatened and
trees will be planted in our 84-acre Forest Park district, Rare Tree Identification and Landscape Guideline’ (https://
within the 300-acre Elmina Central Park, which will www.simedarbyproperty.com/who-we-are/sustainability).
eventually become an extension of the neighbouring The guideline is a reference source for students and
2,700-acre forest reserve. landscape architects to identify and understand various
species as well as the environmental conditions they
This conservation effort will also help mitigate local require to thrive. The guideline is also available for free
impacts of climate change by sequestering carbon. The through ILAM, UPM, Forest Research Institute of Malaysia
reforestation project will enable communities to connect (FRIM) and Yayasan Sime Darby’s websites.
with nature and provide R&D opportunities in
reforestration.
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Delivering Sustainable Development


In the context of our business and our continuous effort to create value for multiple stakeholders, efficient systems and
processes, meaningful economic growth, innovation, and partnerships contribute towards creating impact. We emphasise
the economic value generated and distributed through our value chain (partners and vendors) to the society, as well as
focus on the affordable homes built for the community.

This section covers the following topics:


a. Affordability
b. Economic Injection
c. Job Creation
d. Product Quality

AFFORDABILITY

There has been a shift of behaviours in home ownership among millennials in many parts of the world, including Malaysia.
The decision to buy a property is highly attributed to affordability which is heavily influenced by the increasing cost of
living as well as poor spending and saving habits. Affordable housing continues to be the Malaysian property market
focus and expectations of a special housing loan scheme for first-home buyers in the low to middle income group may
improve sentiments further.

Affordability in Sime Darby Property is defined as products priced RM600,000 and below. As of 2019, the total number of
units under this price bracket were 1,335.

1,335 units
Affordable Homes

Township Product Name No Unit Launch Product Type Average Selling Price
Date (RM) per unit

Bandar Residential Landed Double


Harmoni Permai 112 Mar-19 385,839
Universiti Pagoh Storey Link House

Residential Landed Double


Serenia City Serenia Adiva 2 226 Mar-19 553,744
Storey Link House

Bandar Bukit Residential Landed Double


Elsa 165 Apr-19 468,852
Raja Storey Link House

Residential Strata Type C (200,000)


Elmina West Harmoni Elmina 1 562 Apr-19
Apartment - Statutory Type D (270,000)

Bandar Bukit Residential Landed Double


Kyra 194 Jun-19 559,171
Raja 2 & 3 Storey Link House

Residential Landed Double


Bandar Ainsdale Embun 76 Sep-19 463,306
Storey Link House

Totals 6 Products 1,335 - - 414,416


Affordable Housing (below RM600k price) by Sime Darby Property in FY2019

The company also provides high-quality homes for low-income households. This is aligned with the Government’s mission
under Dasar Perumahan Negara 2018 – 2025 to guide the private sector to provide systematic, quality, inclusive, efficient
and affordable housing for the people to create sustainable and resilient communities.
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CASE STUDY: IMPLEMENTATION OF RUMAH SELANGORKU

Led by Lembaga Perumahan dan Hartanah Selangor (LPHS), Rumah Selangorku was first introduced in 2014. It is a housing
scheme based in Selangor with the aim to build quality homes that are within the financial reach of citizens, helping them
to realise the “One Family, One Perfect Home” aspiration across established developments in the state.

As of 2019, the company’s statutory units currently under development and planning are 6,137 in various locations e.g.,
Bandar Bukit Raja, Putra Heights, City of Elmina, and more. At the end of 2019, of this number, 2,888 statutory housing
units were either constructed or were near completion.

Seruling (Bandar Bukit Raja) Serunai (Bandar Bukit Raja)


[618 units] [570 units]

Developed under the Rumah Selangorku scheme within BBR, Seruling Apartment (launched in May 2016) and Serunai
Apartment (launched in January 2017) are equipped with ample space and built using quality materials. Amenities
within the township include retail shops, police station, fire station, mall, parks, playgrounds and the upcoming
Columbia Asia Hospital Klang.

ECONOMIC INJECTION 3000


2,458.30
Our operations and activities have indirect economic 2500
2,108.50
impacts on the society at large. Through our procurement 1,810.10
2000
procedures with our suppliers, we ensure the provision of
sustainable employment and value chain prosperity 1500
throughout the project lifecycle. The income generated
along the supply chain throughout the project lifecycle is 1000
also subsequently redistributed.
500

0
As at December 2019, economic ‘17 ‘18 ‘19
injection to our contractors and
Yearly Procurement Spend (RM million) from 2017 to 2019
vendors stood at

RM1,810.10 million,
Job Creation
a 14.2%

reduction compared to the previous year


(2018).
15,463
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In terms of job creation, we estimate a total of 15,463 jobs were created as at end 2019. This figure is based on total
built-up area from the commercial and industrial lots that we have developed during the year.

Jobs Created
Type Areas (ft2) Square feet/staff
(Area X sq./staff)

Office 1,568,000.00 150 10,453

Shops 1,002,000.00 200 5,010

Total Jobs Created 15,463

PRODUCT QUALITY

Quality is directly associated with our capability as a reliable and sustainable developer. As the market matures and
customers become more sophisticated, it is paramount to ensure that we are able to meet this expectation. During the
year under review, we strengthened our Quality Assurance (QA) process by expanding its scope from Pre-Construction and
Construction, to include Design, Planning and Post-Construction.

During Pre-Construction, an audit of our material suppliers allows us to ensure that chosen materials are reliable, lasting
and suitable for the product. Findings from our internal inspections are compiled and documented as lessons learnt. This
continuous improvement cycle aims to further reduce defects and brings us closer towards the goal of minimising defects.

During the Construction stage, the frequency, scope and intensity of our inspections increased from 5 inspections to 9
inspections. In addition to the existing inspection activities, we included architectural stage quality checks, common area
facilities inspection (for stratified development), in-phase infra inspection (for landed development), and a pre-mock-up
unit inspection. Requirements were also made more stringent with the introduction of compulsory material testing
on-site, rationalisation of requirements for the construction of mock-up units by contractors to ensure timely completion
for benchmarking purposes and enhancing the quality construction checklist to ensure all construction activities are
carried out in accordance to specifications. These various assurance activities were implemented with the aim to reduce
defects and improve the overall quality of the product, which in turn have contributed to the enhancement of our brand
value as well as customer satisfaction.

PRE-CONSTRUCTION CONSTRUCTION POST-CONSTRUCTION

7 8 9 10

INTERNAL 11 12 13 22
1 2 3
(SDP) 14 15 16 23

4 5 6 17 18 19 20 21 24

QLASSIC
EXTERNAL Assessment
PARTIES (CIDB)

QUALITY GOVERNANCE
Quality Steering Committee
Quality Governance (Quality Steering Committee)

1. Quality at Source 10. Common Facilities Quality Inspection 17. Structural Inspection
Continuous 2. Enhance Design Review Process (Stratified Development) 18. Mock Up Unit Assessment
Improvement 3. Enhanced Project Quality Plan (PQP) 11. In-phase Infra and M&E Site Inspection 19. Architectural Inspection
Programmes (New) 4. Site Visit (for new contractors) 12. Rationalisation of mock-up unit 20. Pre-CPC Inspection
5. Tender clarification requirement 21. Merit Demerit System
Engagement 6. Sharing of Lesson Learnt 13. Pre-Mock-Up Unit Inspection 22. Pre-VP Inspection
7. Compulsory Material Testing 14. Training & Awareness Briefings 23. Pre-Handing Over Inspection
Assurance 8. Enhanced Quality Inspection Checklist 15. Vendor Engagement 24. Defects Management
9. Additional Architectural Stage Quality Checks 16. Campaigns Monitoring & Reporting
222 A N N U A L R E P OR T 2 0 1 9

SUSTAINABILITY REPORT

100

90
81 82
80 80 80
80 77 76
75 73
72
70
70 72.5 72.4 72.4 74.0
61 71.4 72.0
70 69.4 69.5 69.9

60
61

‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19

Sime Darby Property Average score National Average score

Sime Darby Property vs CIDB QLASSIC Score (%) trends from 2008 to 2019

While we have strengthened our internal quality control Our company’s QLASSIC score dropped from an average of
and assessment processes, CIDB QLASSIC quality 82 percent in 2018 to 80 percent last year. Our lowest
assessment framework has also been improved, effectively score charted was 75 percent while the highest QLASSIC
making this third-party assessment more stringent. score was 84 percent, well above the industry average of
74 percent in the year before (2018).

No. Phase Township QLASSIC


Score Inspection Average No. of Defects

1. Harmoni Permai 2 BUP 84% Structural (25%) 2 defects

2. Casira 1 Bandar Bukit 81% Architectural (75%) 1 defect


Raja
Pre-CPC 14 defects
3. Cipta 1 Serenia City 81%
Defects identified in FY2019 by stage of inspection
4. Casira 2 Bandar Bukit 75%
Raja

Average Score 80%

List of QLASSIC scores achieved in FY2019 by Townships


SUSTAINABILITY REPORT
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 < SEC 7 SEC 8 SEC 9 SEC 10 223

CASE STUDY: JOB CREATION

In January 2019, the Ministry of Entrepreneur Development


(MED) launched the Professional Training and Education for
Growing Entrepreneurs Programme (PROTEGE), a
rebranding of Skim Latihan 1 Malaysia (SL1M). The
programme aims to reduce the unemployment rate among
graduates, and emphasises on entrepreneurship training.
The Company has participated in both schemes.

PROTEGE is designed to guide and equip graduates with


the necessary job skills with the support of various industry
experts. For some who complete their programme in Sime
Darby Property, they are given the opportunity to fill
vacancies within the company or its subsidiaries.

In August 2019, 52 trainees were recruited for a duration of PROTEGE On-Job-Training, October 2019
8 months. As at December 2019, at least 48 percent of the
SL1M/PROTEGE trainees from year 2015 to 2018, were
employed by Sime Darby Property or other companies. As
for the 2019 SL1M/PROTEGE intake, their on-job training
ended in April 2020.

To provide a learning platform for young graduates to learn and develop


Short Term Target
themselves with Sime Darby Property and industry.

To support the nation in ensuring sufficient pool of well-equipped and trained


Long Term Target
graduates with entrepreneurial skills and corporate capabilities.

Sime Darby Property’s Protégé Short-Term & Long-Term Targets

196

38 412
29
72
57
72 100 117 123

2015 2016 2017 2018 Total


Recruited Secured Job

No. of SL1M/Protégé Recruited and Secured Job from 2015 to 2018


Note: To date, Sime Darby Property Bhd has trained 412 graduates through these training programmes (2015-2018) with a 48 percent
employment success rate.
224 A N N U A L R E P OR T 2 0 1 9

STATEMENT OF RESPONSIBILITY BY THE BOARD OF DIRECTORS


In Respect of the Audited Financial Statements for the Financial Year Ended 31 December 2019

The Directors are responsible for the preparation, integrity and fair representation of the annual financial statements
of Sime Darby Property Berhad Group. As required by the Companies Act 2016 (the Act) in Malaysia and the Main
Market Listing Requirements of Bursa Malaysia Securities Berhad, the financial statements for the financial year ended
31 December 2019, as presented on pages 240 to 348, have been prepared in accordance with the Malaysian Financial
Reporting Standards, International Financial Reporting Standards and the requirements of the Act.

The Directors consider that in preparing the financial statements, the Group and the Company have:

• used the appropriate accounting policies; and

• consistently applied and supported by reasonable and prudent judgement and estimates

The Directors are satisfied that the information contained in the financial statements give a true and fair view of the
financial position of the Group and of the Company at the end of the financial year and of the financial performance
and cash flows for the financial year.

The Directors have responsibility for ensuring that proper accounting records are kept. The accounting records should
disclose with reasonable accuracy the financial position of the Group and the Company and to enable the Directors
to ensure that the financial statements comply with the Act. The Directors have the general responsibility for taking
such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and
other irregularities.

This statement is made in accordance with a resolution of the Board of Directors dated 10 April 2020.

Board Approval of Financial Statements


The annual financial statements for the financial year ended 31 December 2019 are set out in pages 240 to 348. The
preparation thereof was supervised by the Group Chief Financial Officer and approved by the Board of Directors on
10 April 2020.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 225

REPORTS AND
FINANCIAL STATEMENTS
For the financial year ended 31 December 2019

226 Directors’ Report FINANCIAL STATEMENTS


231 Statement by Directors 240 Statements of Profit or Loss
231 Statutory Declaration 241 Statements of Comprehensive Income
232 Independent Auditors’ Report 242 Statements of Financial Position
246 Statements of Changes in Equity
248 Statements of Cash Flows
251 Notes to the Financial Statements
226 A N N U A L R E P OR T 2 0 1 9

DIRECTORS’ REPORT
For the financial year ended 31 December 2019

The Directors hereby present their report together with the audited financial statements of the Group and of the Company
for the financial year ended 31 December 2019.

Principal Activities
The Company is principally engaged in the business of investment holding, property development and provision of management
services. The principal activities of the Group are divided into three segments namely property development, property
investment, and leisure and hospitality. The principal activities of the subsidiaries, joint ventures and associates are as stated
in Note 44.

There has been no significant change in the principal activities of the Group and of the Company during the financial year.

Financial Results
The results of the Group and of the Company for the financial year ended 31 December 2019 are as follows:

Group Company
RM thousand RM thousand

Profit before taxation 665,670 560,359


Taxation (74,789) (5,662)

Profit for the financial year 590,881 554,697

Profit for the financial year attributable to:


– owners of the Company 598,531 554,697
– non-controlling interests (7,650) –

Profit for the financial year 590,881 554,697

In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year
were not substantially affected by any item, transaction or event of a material and unusual nature, except as disclosed in
the notes to the financial statements.

Dividends
Since the end of the previous financial period, the Company had declared and paid the following dividends:

RM thousand

a. In respect of the financial period ended 31 December 2018, an interim single tier dividend
of 1.0 sen per ordinary share which was paid on 26 April 2019. 68,008

b. In respect of the financial year ended 31 December 2019, a first interim single tier dividend
of 1.0 sen per ordinary share which was paid on 22 October 2019. 68,009

136,017
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 227

Dividends (continued)
The Board of Directors had on 26 February 2020, declared a second interim single tier dividend in respect of the financial
year ended 31 December 2019 of 2.0 sen per ordinary share amounting to RM136.0 million. The second interim dividend is
payable on 20 April 2020 to shareholders whose names appeared in the Record of Depositors and Register of Members of
the Company at the close of business on 31 March 2020.

The Board of Directors do not recommend the payment of any final dividend for the financial year ended 31 December 2019.

Reserves and Provisions


All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.

Share Capital and Debentures


There were no issuances of shares and debentures during the financial year.

Directors
The Directors who have held office since the end of the previous financial period are as follows:

Tan Sri Dr. Zeti Akhtar Aziz (Chairman)


Dato’ Jaganath Derek Steven Sabapathy
Tengku Datuk Seri Ahmad Shah Alhaj ibni Almarhum
Sultan Salahuddin Abdul Aziz Shah Alhaj
Dato’ Johan Ariffin
Datuk Dr. Mohd Daud Bakar
Dato’ Seri Ahmad Johan Mohammad Raslan
Datin Norazah Mohamed Razali
Rizal Rickman Ramli
Datuk Poh Pai Kong
Dato’ Sri Amrin Awaluddin (Resigned on 3 May 2019)
Datuk Tong Poh Keow (Resigned on 31 May 2019)

By way of relief order dated 31 January 2020, granted by the Companies Commission of Malaysia, the names of directors
of subsidiary companies as required under Section 253(2) of the Companies Act 2016 in Malaysia are not disclosed in this
Report. Their names are set out in the respective subsidiaries directors’ report for the financial year ended 31 December
2019 and the said information is deemed incorporated herein by such reference and shall form part hereof.

In accordance with Rule 111 of the Company’s Constitution, Dato’ Jaganath Derek Steven Sabapathy, Dato’ Johan Ariffin
and Encik Rizal Rickman Ramli will retire by rotation at the forthcoming Annual General Meeting. Dato’ Jaganath Derek
Steven Sabapathy and Encik Rizal Rickman Ramli being eligible, have offered themselves for re-election.
228 A N N U A L R E P OR T 2 0 1 9

DIRECTORS’ REPORT
For the financial year ended 31 December 2019

Directors (continued)
Dato’ Johan Ariffin, who had informed the Board in writing of his intention not to seek re-election at the forthcoming Annual
General Meeting, will retire upon the conclusion of the said Annual General Meeting in accordance with Rule 111 of the
Company’s Constitution.

Any new Directors appointed prior to the convening of the forthcoming Annual General Meeting will also be subjected to
re-election at the said Annual General Meeting pursuant to Rule 92.3 of the Company’s Constitution.

Directors’ Benefits
Since the end of the previous financial period, no Director of the Company has received or become entitled to receive any
benefit (other than benefits disclosed as Directors’ remuneration in Note 11 to the financial statements) by reason of a
contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member,
or with a company in which the Director has a substantial financial interest except for any benefits which may be deemed
to have arisen from the transactions disclosed in Note 40 to the financial statements.

During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the object or
objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of
the Company or any other body corporate.

The Directors and Officers of the Group and the Company are covered by Directors and Officers liability insurance for any
liability incurred in the discharge of their duties, provided that they have not acted fraudulently or dishonestly or derived
any personal profit or advantage. The insurance is maintained on a group basis by the Company and the total premium
incurred during the financial year amounted to RM140,145.

Directors’ Interest in Shares


According to the Register of Directors’ Shareholdings, particulars of interests of Directors, who held office at the end of
the financial year, in shares of the Company during the financial year are as follows:

Number of ordinary shares

As at As at
1.1.2019 Acquired Disposed 31.12.2019

Dato’ Johan Ariffin (indirect interest) 880 – – 880

Other than as disclosed above, none of the Directors in office at the end of the financial year had any interest in shares in,
or debentures of, the Company during the financial year.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 229

Statutory Information on the Financial Statements


a. Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps:

i. to ascertain that proper action had been taken in relation to the writing off of bad debts and the impairment for
doubtful debts, and satisfied themselves that all known bad debts had been written off and adequate impairment
had been made for doubtful debts; and

ii. to ensure that any current assets, which were unlikely to realise in the ordinary course of business, their values as
shown in the accounting records of the Group and of the Company, have been written down to amounts which
they might be expected so to realise.

b. At the date of this Report, the Directors are not aware of any circumstances:

i. which would render the amounts written off for bad debts or the amounts of impairment for doubtful debts in the
financial statements of the Group and of the Company inadequate to any substantial extent; or

ii. which would render the values attributed to current assets in the financial statements of the Group and of the
Company misleading; or

iii. which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group
and of the Company misleading or inappropriate.

c. As at the date of this Report:

i. there are no charges on the assets of the Group and of the Company which have arisen since the end of the financial
year to secure the liability of any other person; and

ii. there are no contingent liabilities in the Group and in the Company which have arisen since the end of the financial
year other than those arising in the ordinary course of business.

d. At the date of this Report, the Directors are not aware of any circumstances not otherwise dealt with in the Report or
financial statements which would render any amount stated in the financial statements misleading.

e. In the opinion of the Directors:

i. no contingent or other liability has become enforceable or is likely to become enforceable within the period of
twelve months after the end of the financial year which will or may affect the ability of the Group and of the
Company to meet their obligations as and when they fall due; and

ii. except as disclosed in Note 48 to the financial statements, no item, transaction or event of a material and unusual
nature has arisen in the interval between the end of the financial year and the date of this Report which is likely
to affect substantially the results of the operations of the Group and of the Company for the financial year in which
this Report is made.

Immediate and Ultimate Holding Companies


The Directors regard Permodalan Nasional Berhad as the Company’s immediate holding company and Yayasan Pelaburan
Bumiputra as its ultimate holding company. Both companies are incorporated in Malaysia.
230 A N N U A L R E P OR T 2 0 1 9

DIRECTORS’ REPORT
For the financial year ended 31 December 2019

Auditors
The audit fees for services rendered by the auditors to the Group and the Company for the financial year ended 31 December
2019 are disclosed in Note 10 to the financial statements.

The auditors, PricewaterhouseCoopers PLT have expressed their willingness to continue in office.

This Report was approved by the Board of Directors on 10 April 2020.

Tan Sri Dr. Zeti Akhtar Aziz Dato’ Jaganath Derek Steven Sabapathy
Chairman Senior Independent Non-Executive Director

Kuala Lumpur
10 April 2020
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 231

STATEMENT BY DIRECTORS
Pursuant to Section 251(2) of the Companies Act 2016

We, Tan Sri Dr. Zeti Akhtar Aziz and Dato’ Jaganath Derek Steven Sabapathy, two of the Directors of Sime Darby Property
Berhad, do hereby state that, in the opinion of the Directors, the financial statements set out on pages 240 to 348 are drawn
up in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act, 2016 in Malaysia so as to give a true and fair view of the financial position of the Group
and of the Company as at 31 December 2019 and of the financial performance of the Group and of the Company for the
financial year ended on that date.

Signed on behalf of the Board of Directors of Sime Darby Property Berhad and dated on 10 April 2020.

Tan Sri Dr. Zeti Akhtar Aziz Dato’ Jaganath Derek Steven Sabapathy
Chairman Senior Independent Non-Executive Director

Kuala Lumpur

STATUTORY DECLARATION
Pursuant to Section 251(1)(b) of the Companies Act 2016

I, Betty Lau Sui Hing, the officer primarily responsible for the financial management of Sime Darby Property Berhad, do
solemnly and sincerely declare that, the financial statements set out on pages 240 to 348 are, to the best of my knowledge
and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the
provisions of the Statutory Declarations Act, 1960.

Betty Lau Sui Hing


(MIA No. 8511)
Group Chief Financial Officer

Subscribed and solemnly declared by the abovenamed Betty Lau Sui Hing, at Kuala Lumpur in the state of Wilayah Persekutuan
on 10 April 2020.

Before me:

Kapt. (B) Jasni Yusoff (No. W465)


Commissioner for Oaths
232 A N N U A L R E P OR T 2 0 1 9

INDEPENDENT AUDITORS’ REPORT


To the members of Sime Darby Property Berhad
(Incorporated in Malaysia)
(Registration No.197301002148 (15631-P))

Report on the Audit of the Financial Statements


OUR OPINION

In our opinion, the financial statements of Sime Darby Property Berhad (“the Company”) and its subsidiaries (“the Group”)
give a true and fair view of the financial position of the Group and of the Company as at 31 December 2019, and of their
financial performance and their cash flows for the financial year then ended in accordance with Malaysian Financial Reporting
Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.

WHAT WE HAVE AUDITED

We have audited the financial statements of the Group and of the Company, which comprise the statements of financial
position as at 31 December 2019 of the Group and of the Company, and the statements of profit or loss, statements of
comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for
the financial year then ended, and notes to the financial statements, including a summary of significant accounting policies,
as set out on pages 240 to 348.

BASIS FOR OPINION

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing. Our responsibilities under those standards are further described in the “Auditors’ responsibilities for the audit of
the financial statements” section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

INDEPENDENCE AND OTHER ETHICAL RESPONSIBILITIES

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and
Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’
Code of Ethics for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in
accordance with the By-Laws and the IESBA Code.

OUR AUDIT APPROACH

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements of the Group and of the Company. In particular, we considered where the Directors made subjective judgements;
for example, in respect of significant accounting estimates that involved making assumptions and considering future events
that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls,
including among other matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial
statements as a whole, taking into account the structure of the Group and of the Company, the accounting processes and
controls, and the industry in which the Group and the Company operate.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 233

Report on the Audit of the Financial Statements (continued)


KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the Group and of the Company for the current financial year. These matters were addressed in the context
of our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.

Key audit matters How our audit addressed the key audit matters

Revenue and cost recognition – property


development activities

The Group and the Company recognise revenue We tested the operating effectiveness of the key controls in respect of
and costs arising from the property development the review and approval of project cost budgets to assess the reliability
activities using the stage of completion method. of these budgets and the determination of the extent of costs incurred
The stage of completion is measured using the to-date.
output method, which is based on the level of
completion of the development phase of the We checked the stage of completion of property development projects,
project as certified by professional consultants. on a sample basis, to internal or external quantity surveyors’ certifications.

The Group and the Company recognised revenue We corroborated the certified stage of completion with the level of
of RM2,239.5 million and RM220.0 million completion based on actual costs incurred to-date over the estimated
respectively and costs of RM1,730.2 million and total property development costs.
RM154.3 million respectively from property
development activities recognised over time for We agreed, on a sample basis, costs incurred to supporting documentation
the financial year ended 31 December 2019. such as contractor claim certificates and invoices from vendors.

Revenue and cost recognised on property We checked the reasonableness of the estimated total property
development activities have an inherent risk as development costs of major projects, allocation of costs and subsequent
it involves judgement and estimates. We focused changes to the costs by agreeing to supporting documentation such as
on this area because there is key judgement approved budgets, letter of awards, contracts, quotations, correspondences,
involved in determining the following: contracts and variation orders with contractors.
• Stage of completion;
Based on the above procedures performed, we noted no material
• Extent of property development costs incurred
exceptions.
to date; and
• Estimated total property development costs.

Refer to Notes 5(a), 7 and 8 to the financial


statements.
234 A N N U A L R E P OR T 2 0 1 9

Independent Auditors’ Report


To the members of Sime Darby Property Berhad
(Incorporated in Malaysia)
(Registration No.197301002148 (15631-P))

Report on the Audit of the Financial Statements (continued)


KEY AUDIT MATTERS (CONTINUED)
Key audit matters How our audit addressed the key audit matters

Recoverability of the carrying amount of


inventories (completed development units)

The Group’s and the Company’s carrying amount For those completed development units which have recent sale transactions,
of completed development units as at 31 we compared the carrying amount of these development units, on a
December 2019 amounted to RM532.8 million sample basis, to the selling prices stated in the signed sale and purchase
and RM20.5 million respectively. The carrying agreements, net of discounts given.
amount of completed development units are
written down where the net realisable value is For those completed development units which did not have recent sale
expected to be below the carrying amount. transactions, on a sample basis, we obtained the recent transacted prices
of comparable development units in similar or nearby locations, and
We focused on the recoverability of the carrying adjusted for the size of the units.
amount of inventories (completed development
units) because of the estimates made by We discussed with management on the basis used to write-down certain
management in determining the net realisable slow moving inventories balance at period end to its net realisable value.
values of unsold completed development units.
For those completed development units which are slow moving, the
Management performed an assessment on the basis used by management to determine net realisable value was to
carrying amount of completed development units consider the Group’s latest sales plan and campaign and expected costs
to determine the net realisable values of the to complete the sale to be incurred. On a sample basis, we assessed the
completed development units, based on estimates reasonableness of the assumptions used in calculation of the net realisable
derived from recent transacted prices, net of value.
expected discounts to be given which was
approved by the Directors. Based on the above procedures performed, we noted no material
exceptions.
Based on management’s assessment, the Group’s
long outstanding unsold completed development
units were written down by RM20.5 million during
the financial year.

Refer to Notes 5(b) and 27 to the financial


statements.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 235

Report on the Audit of the Financial Statements (continued)


KEY AUDIT MATTERS (CONTINUED)
Key audit matters How our audit addressed the key audit matters

Taxation matters

The Group and the Company are subject to We evaluated the related accounting policy for provisioning for tax
periodic challenges by tax authorities on a range exposure and found it to be appropriate.
of tax matters during the normal course of
business, including transfer pricing, direct and We gained an understanding of the current status of tax assessments
indirect taxes, and transaction related tax matters. and audits as well as developments in ongoing disputes.

As at 31 December 2019, the Group has current We read recent rulings and correspondence with tax authorities, as well
taxes recoverable and payable of RM23.3 million as external advice received by the Group where relevant, to satisfy
and RM158.7 million respectively, as well as ourselves that the tax provisions had been appropriately recorded or
deferred tax assets and liabilities of RM579.4 adjusted to reflect the latest regulatory developments.
million and RM163.7 million respectively. At the
Company level, the related deferred tax assets We assessed management’s key assumptions, in particular on cases
and tax payable amounted to RM22.7 million where there had been significant developments with tax authorities.
and RM11.4 million respectively. We have obtained and evaluated responses to our audit inquiry from
the Group’s tax advisors in relation to existing or potential tax proceedings
Evaluation of the outcome of the tax uncertainty, and assessing the Group’s position in relation to specific matters disputed.
and whether the risk of loss is remote, possible
or probable, requires significant judgements We assessed the appropriateness of the related disclosures in Notes 17
given the complexities involved. As such, the and 25 of the financial statements, and considered these reasonable.
Group and the Company have engaged external
specialist, where necessary, to advise management Based on the above procedures performed, we believe that the position
on its tax position and including objections to taken by the Group is appropriate.
the amended assessments.

We focused on the judgements made by


management in assessing the quantification and
likelihood of potentially material exposures and
therefore the level of provision required. In
particular, we focused on the impact of changes
in tax regulations and ongoing assessments and
audits by tax authorities, which could materially
impact the amounts recorded in the Group’s and
in the Company’s financial statements.

Refer to Notes 5(d), 5(e), 17 and 25 to the


financial statements.
236 A N N U A L R E P OR T 2 0 1 9

Independent Auditors’ Report


To the members of Sime Darby Property Berhad
(Incorporated in Malaysia)
(Registration No.197301002148 (15631-P))

Report on the Audit of the Financial Statements (continued)


KEY AUDIT MATTERS (CONTINUED)
Key audit matters How our audit addressed the key audit matters

Provision for onerous commitment


The Group recorded a provision of RM99.3 million We assessed the appropriateness of the projections by taking into
relating to a single onerous commitment on a consideration the expected property disposal value, the rental income
property previously disposed. expected to be received from the third party and the rental rate for the
commitment period set out in the rental agreement.
The onerous commitment is assessed by
management to determine whether an onerous We tested the accuracy of the information used within the onerous
provision is required. commitment calculation by agreeing the inputs back to the source data,
which includes rental rates, sub-lease income, expected disposal value,
Given the cash flows generated is not adequate commitment period and the net lettable area.
to cover future commitments, this resulted in
the requirement to recognise an onerous We assessed the appropriateness of the discount rate used through
commitment in respect of the unavoidable net comparison to appropriate external benchmarks (i.e. published interest
cash outflows. rates).

Management judgement was applied in relation We assessed the appropriateness of the related disclosures in Note 37
to future disposal value and rental commitment, of the financial statements.
commitment period and discount rate used when
assessing the level of provision required. Based on the above procedures performed, we noted no material
exceptions.
We focused on valuation and completeness of
the onerous commitment provision by assessing
the judgements used in arriving at the level of
provision made.

Refer to Notes 5(f) and 37 to the financial


statements.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 237

Report on the Audit of the Financial Statements (continued)


INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS’ REPORT THEREON

The Directors of the Company are responsible for the other information. The other information comprises the Audit Committee
Report, Corporate Governance Overview Statement, Sustainability Report, Statement on Risk Management and Internal
Control, Risk Management Committee Report, Directors’ Report, Chairman’s Message, Acting Group Chief Executive Officer’s
Review, Management Discussion and Analysis and other sections of the 2019 Annual Report, but does not include the financial
statements of the Group and of the Company and our auditors’ report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do
not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially
misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS

The Directors of the Company are responsible for the preparation of the financial statements of the Group and of the
Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial
Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for
such internal control as the Directors determine is necessary to enable the preparation of financial statements of the Group
and of the Company that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the
Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company
or to cease operations, or have no realistic alternative but to do so.

AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
238 A N N U A L R E P OR T 2 0 1 9

Independent Auditors’ Report


To the members of Sime Darby Property Berhad
(Incorporated in Malaysia)
(Registration No.197301002148 (15631-P))

Report on the Audit of the Financial Statements (continued)


AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing,
we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.

(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and of the
Company’s internal control.

(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Directors.

(d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Group’s or on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements
of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may
cause the Group or the Company to cease to continue as a going concern.

(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company,
including the disclosures, and whether the financial statements of the Group and of the Company represent the underlying
transactions and events in a manner that achieves fair presentation.

(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, related safeguards.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit
of the financial statements of the Group and of the Company for the current financial year and are therefore the key audit
matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 239

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS


In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we
have not acted as auditors, are disclosed in Note 44 to the financial statements.

OTHER MATTER
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act
2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this
report.

Pricewaterhousecoopers PLT Nurul A’in Binti Abdul Latif


LLP0014401-LCA & AF 1146 02910/02/2021 J
Chartered Accountants Chartered Accountant

Kuala Lumpur
10 April 2020
240 A N N U A L R E P OR T 2 0 1 9

STATEMENTS OF PROFIT OR LOSS


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
Note 31.12.2019 31.12.2018 31.12.2019 31.12.2018

Revenue 7 3,179,994 1,269,145 1,001,627 414,274


Cost of sales 8 (2,387,730) (1,077,445) (220,753) (99,255)

Gross profit 792,264 191,700 780,874 315,019


Other operating income 9 9,700 4,799 1,514 710
Selling and marketing expenses 10 (119,763) (45,261) (5,181) (3,997)
Administrative and other expenses 10 (241,647) (137,374) (191,279) (92,754)

Operating profit 440,554 13,864 585,928 218,978


Other gains/(losses) 12 156,633 (18,321) (93,599) (203,173)
Share of results of joint ventures 13 (29,901) (48,306) – –
Share of results of associates 14 53 940 – –

Profit/(Loss) before interest and taxation 567,339 (51,823) 492,329 15,805


Finance income 15 121,242 65,475 96,296 106,792
Finance costs 16 (22,911) (51,798) (28,266) (24,479)

Profit/(Loss) before taxation 665,670 (38,146) 560,359 98,118


Taxation 17 (74,789) (273,033) (5,662) (55,984)

Profit/(Loss) for the financial year/period 590,881 (311,179) 554,697 42,134

Profit/(Loss) for the financial year/period


attributable to:
– owners of the Company 598,531 (318,700) 554,697 42,134
– non-controlling interests (7,650) 7,521 – –

590,881 (311,179) 554,697 42,134

Basic earnings/(loss) per share attributable to


owners of the Company (Sen) 18 8.8 (4.7)

The notes on pages 251 to 348 form an integral part of these financial statements.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 241

STATEMENTS OF COMPREHENSIVE INCOME


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
Note 31.12.2019 31.12.2018 31.12.2019 31.12.2018

Profit/(Loss) for the financial year/period 590,881 (311,179) 554,697 42,134

Other comprehensive income/(loss)

Items which will subsequently be reclassified


to profit or loss (net of tax):
Currency translation differences 49,513 (11,980) – –
Net changes in fair value of investments 23 (420) 21,411 (420) 21,411
Share of other comprehensive (loss)/income
of associates 14 (351) 776 – –
Total other comprehensive income/(loss) for
the financial year/period 48,742 10,207 (420) 21,411

Total comprehensive income/(loss) for the


financial year/period 639,623 (300,972) 554,277 63,545

Total comprehensive income/(loss) for the


financial year/period attributable to:
– owners of the Company 648,208 (307,776) 554,277 63,545
– non-controlling interests (8,585) 6,804 – –

639,623 (300,972) 554,277 63,545

The notes on pages 251 to 348 form an integral part of these financial statements.
242 A N N U A L R E P OR T 2 0 1 9

STATEMENTS OF FINANCIAL POSITION


As at 31 December 2019

Amounts in RM thousand unless otherwise stated

Group

31.12.2019 31.12.2018 1.7.2018


Note (Restated) (Restated)

NON-CURRENT ASSETS
Property, plant and equipment 20 636,284 640,445 735,159
Investment properties 21 745,785 644,206 605,961
Inventories 27 4,542,929 4,178,104 4,144,058
Joint ventures 13 2,805,001 2,574,020 2,223,949
Associates 14 139,137 140,492 140,575
Investments 23 58,788 59,239 39,451
Intangible assets 24 4,143 3,454 3,964
Deferred tax assets 25 579,376 487,225 462,337
Receivables 26 50,790 88,000 73,000
Contract assets 28 1,318,352 1,409,083 1,413,417

10,880,585 10,224,268 9,841,871

CURRENT ASSETS
Inventories 27 1,989,843 2,574,517 2,635,405
Receivables 26 628,711 736,579 738,791
Contract assets 28 1,198,933 773,602 687,869
Prepayments 17,549 18,556 26,696
Tax recoverable 23,334 60,226 55,924
Cash held under Housing Development Accounts 29 456,706 343,518 492,969
Bank balances, deposits and cash 30 286,632 305,572 256,426

4,601,708 4,812,570 4,894,080

Non-current assets held for sale 31 – 79,519 –

TOTAL ASSETS 15,482,293 15,116,357 14,735,951


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 243

Group

31.12.2019 31.12.2018 1.7.2018


Note (Restated) (Restated)

EQUITY
Share capital 32 6,800,839 6,800,839 6,800,839
Fair value reserve 36,375 38,063 15,876
Exchange reserve (11,679) (63,044) (51,781)
Retained profits 2,896,175 2,433,661 2,956,386

ATTRIBUTABLE TO OWNERS OF THE COMPANY 9,721,710 9,209,519 9,721,320


Non-controlling interests 33 228,296 236,881 230,077

TOTAL EQUITY 9,950,006 9,446,400 9,951,397

NON-CURRENT LIABILITIES
Payables 34 81,375 86,767 87,321
Borrowings 35 2,408,140 1,925,221 2,046,521
Lease liabilities 36 74,042 – –
Provisions 37 99,332 – 29,609
Contract liabilities 28 251,623 256,231 255,552
Deferred tax liabilities 25 163,713 170,175 144,429

3,078,225 2,438,394 2,563,432

CURRENT LIABILITIES
Payables 34 1,304,027 1,303,408 1,343,306
Borrowings 35 796,147 1,347,816 495,831
Lease liabilities 36 17,670 – –
Provisions 37 76,569 108,823 45,894
Contract liabilities 28 100,902 210,532 297,930
Tax provision 158,747 260,984 38,161

2,454,062 3,231,563 2,221,122

TOTAL LIABILITIES 5,532,287 5,669,957 4,784,554

TOTAL EQUITY AND LIABILITIES 15,482,293 15,116,357 14,735,951


244 A N N U A L R E P OR T 2 0 1 9

Statements of Financial Position


As at 31 December 2019

Amounts in RM thousand unless otherwise stated

Company

31.12.2019 31.12.2018 1.7.2018


Note (Restated) (Restated)

NON-CURRENT ASSETS
Property, plant and equipment 20 14,450 3,301 3,498
Inventories 27 1,094,867 1,011,427 1,008,999
Subsidiaries 22 6,762,433 4,600,816 4,413,994
Joint ventures 13 – 28,910 28,910
Associates 14 45,017 44,393 44,760
Investments 23 58,788 59,239 39,451
Intangible assets 24 3,865 3,104 3,539
Deferred tax assets 25 22,677 13,347 12,685
Receivables 26 1,289,342 2,951,201 3,477,191

9,291,439 8,715,738 9,033,027

CURRENT ASSETS
Inventories 27 96,082 120,970 155,423
Receivables 26 339,894 701,901 892,075
Contract assets 28 101,215 83,430 8,005
Prepayments 1,833 1,833 –
Cash held under Housing Development Accounts 29 90,294 62,966 63,735
Bank balances, deposits and cash 30 99,308 145,614 59,476
728,626 1,116,714 1,178,714

TOTAL ASSETS 10,020,065 9,832,452 10,211,741


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 245

Company

31.12.2019 31.12.2018 1.7.2018


Note (Restated) (Restated)

EQUITY
Share capital 32 6,800,839 6,800,839 6,800,839
Fair value reserve 20,991 21,411 –
Retained profits 2,410,126 1,991,446 2,153,337

ATTRIBUTABLE TO OWNERS OF THE COMPANY 9,231,956 8,813,696 8,954,176

NON-CURRENT LIABILITIES
Borrowings 35 497,092 500,000 545,365

497,092 500,000 545,365

CURRENT LIABILITIES
Payables 34 251,614 368,055 434,573
Borrowings 35 1,272 95,760 262,056
Lease liabilities 36 9,725 – –
Contract liabilities 28 16,989 7,362 8,881
Tax provision 11,417 47,579 6,690

291,017 518,756 712,200

TOTAL LIABILITIES 788,109 1,018,756 1,257,565

TOTAL EQUITY AND LIABILITIES 10,020,065 9,832,452 10,211,741

The notes on pages 251 to 348 form an integral part of these financial statements.
246 A N N U A L R E P OR T 2 0 1 9

STATEMENTS OF CHANGES IN EQUITY


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

Attributable
to owners Non-
Share Fair value Exchange Retained of the controlling Total
Group Note capital reserve reserve profits Company interests equity

Financial year ended 31.12.2019

At the beginning of the financial year 6,800,839 38,063 (63,044) 2,433,661 9,209,519 236,881 9,446,400

Profit/(Loss) for the financial year – – – 598,531 598,531 (7,650) 590,881


Other comprehensive (loss)/income
for the financial year – (1,688) 51,365 – 49,677 (935) 48,742
Total comprehensive (loss)/income
for the financial year – (1,688) 51,365 598,531 648,208 (8,585) 639,623
Transactions with owners:
– dividends paid 19 – – – (136,017) (136,017) – (136,017)

At the end of the financial year 6,800,839 36,375 (11,679) 2,896,175 9,721,710 228,296 9,950,006

Financial period ended 31.12.2018

At the beginning of the financial


period 6,800,839 15,876 (51,781) 2,956,386 9,721,320 230,077 9,951,397

(Loss)/Profit for the financial period – – – (318,700) (318,700) 7,521 (311,179)


Other comprehensive income/(loss)
for the financial period – 22,187 (11,263) – 10,924 (717) 10,207
Total comprehensive income/(loss)
for the financial period – 22,187 (11,263) (318,700) (307,776) 6,804 (300,972)
Transactions with owners:
– dividend paid 19 – – – (204,025) (204,025) – (204,025)

At the end of the financial period 6,800,839 38,063 (63,044) 2,433,661 9,209,519 236,881 9,446,400
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 247

Share Fair value Retained Total


Company Note capital reserve profits equity

Financial year ended 31.12.2019

At the beginning of the financial year 6,800,839 21,411 1,991,446 8,813,696

Profit for the financial year – – 554,697 554,697


Other comprehensive loss for the financial year – (420) – (420)
Total comprehensive (loss)/income for the
financial year – (420) 554,697 554,277
Transactions with owners:
– dividend paid 19 – – (136,017) (136,017)

At the end of the financial year 6,800,839 20,991 2,410,126 9,231,956

Financial period ended 31.12.2018

At the beginning of the financial period 6,800,839 – 2,153,337 8,954,176

Profit for the financial period – – 42,134 42,134


Other comprehensive income for the financial
period – 21,411 – 21,411
Total comprehensive income for the financial
period – 21,411 42,134 63,545
Transactions with owners:
– dividend paid 19 – – (204,025) (204,025)

At the end of the financial period 6,800,839 21,411 1,991,446 8,813,696

The notes on pages 251 to 348 form an integral part of these financial statements.
248 A N N U A L R E P OR T 2 0 1 9

STATEMENTS OF CASH FLOWS


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
Note 31.12.2019 31.12.2018 31.12.2019 31.12.2018

CASH FLOWS FROM OPERATING ACTIVITIES


Profit/(Loss) for the financial year/period 590,881 (311,179) 554,697 42,134
Adjustments
Share of results of:
– joint ventures 29,901 48,306 – –
– associates (53) (940) – –
Amortisation of intangible assets 1,558 936 1,477 883
Depreciation of:
– property, plant and equipment 35,288 18,216 10,959 631
– investment properties 16,279 3,038 – –
Impairment losses on investment properties 9,811 1,223 – –
Net write-down of inventories 43,318 110,871 – 4,701
Write-off of:
– property, plant and equipment 109 303 – –
– intangible assets – 22 – –
– property development cost 9,723 99,766 – –
Net gain on disposal of:
– property, plant and equipment (246,232) (3,168) (2) (1)
– investment properties – (5,640) – –
Changes in fair value of quoted investments 31 1,623 31 1,623
Provisions 89,557 33,826 – –
Other items [note (a)] 20,014 26,060 93,973 201,715
Finance income (121,242) (65,475) (96,296) (106,792)
Finance costs 22,911 51,798 28,266 24,479
Taxation 74,789 273,033 5,662 55,984
Unrealised foreign currency exchange gain (983) (3) – –

575,660 282,616 598,767 225,357


Changes in working capital:
– inventories 320,518 (150,763) (58,552) 27,324
– trade and other receivables 65,764 (21,504) 1,322 5,845
– contract assets and contract liabilities (336,196) (139,325) (8,158) (78,777)
– trade and other payables 9,543 13,637 8,584 7,463

Cash generated from/(used in) operations 635,289 (15,339) 541,963 187,212


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 249

Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
Note 31.12.2019 31.12.2018 31.12.2019 31.12.2018

Cash generated from/(used in) operations 635,289 (15,339) 541,963 187,212


Tax paid (233,407) (53,660) (51,154) (15,757)
Dividends received from joint ventures and
associates 9,759 2,658 – –

Net cash from/(used in) operating activities 411,641 (66,341) 490,809 171,455

CASH FLOWS FROM INVESTING ACTIVITIES


Finance income received 16,085 10,527 95,524 106,792
Proceeds from sale of:
– property, plant and equipment 333,971 6,019 2 1
– investment properties – 16,325 – –
Purchase of:
– property, plant and equipment (11,712) (3,528) (3,055) (434)
– investment properties (75,269) (53,084) – –
– intangible assets (2,247) (448) (2,238) (448)
Advances to joint ventures and associates (4,244) (38,000) (744) (9,000)
Repayment from subsidiaries – – 183,365 716,702
Subscription of shares in subsidiaries – – (436,546) (385,553)
Proceeds from capital reduction by a subsidiary – – 32,498 –
Subscription of shares in joint ventures (187,212) (414,721) – –

Net cash from/(used in) investing activities 69,372 (476,910) (131,194) 428,060

CASH FLOW FROM FINANCING ACTIVITIES


Finance costs paid (169,209) (83,400) (28,254) (24,275)
Borrowings raised 35 717,498 115,934 – –
Repayments of borrowings 35 (404,590) (110,376) – (41,865)
Revolving credits (net) 35 (380,000) 724,500 (94,500) (170,000)
Repayments of lease liabilities 36 (14,164) – (9,328) –
Repayments to subsidiaries 34 – – (110,494) (73,981)
Dividends paid on ordinary shares (136,017) (204,025) (136,017) (204,025)

Net cash (used in)/from financing activities (386,482) 442,633 (378,593) (514,146)
250 A N N U A L R E P OR T 2 0 1 9

Statements of Cash Flows


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
Note 31.12.2019 31.12.2018 31.12.2019 31.12.2018

Net increase/(decrease) in cash and cash


equivalents 94,531 (100,618) (18,978) 85,369
Foreign exchange differences (283) 313 – –
Cash and cash equivalents at the beginning of
the financial year/period 649,090 749,395 208,580 123,211

Cash and cash equivalents at the end of the


financial year/period [note (b)] 743,338 649,090 189,602 208,580

a. Other items:
Net impairment losses on:
– investment in subsidiaries – – 28,102 198,731
– investment in joint venture – – 28,910 –
– investment in associates – – 120 367
– trade and other receivables 9,381 25,470 409 209
– amounts due from subsidiaries – – 926 2,411
– amounts due from a joint venture 14,921 – 37,210 –
Others (4,288) 590 (1,704) (3)

20,014 26,060 93,973 201,715

b. Cash and cash equivalents at the end of


the financial year/period:
Cash held under Housing Development
Accounts 29 456,706 343,518 90,294 62,966
Bank balances, deposits and cash 30 286,632 305,572 99,308 145,614

743,338 649,090 189,602 208,580

The notes on pages 251 to 348 form an integral part of these financial statements.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 251

NOTES TO THE FINANCIAL STATEMENTS


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

1 General Information
The Company is principally engaged in the business of investment holding, property development and provision of
management services. The principal activities of the Group are divided into three segments namely property development,
property investment, and leisure and hospitality. The principal activities of the subsidiaries, joint ventures and associates
are as stated in Note 44.

There has been no significant change in the principal activities of the Group and of the Company during the financial year.

2 Change of Financial Year End


In the previous financial period, the Group and the Company have changed their financial year from 30 June to 31
December and have prepared their financial statements for a period of six (6) months from 1 July 2018 to 31 December
2018. Therefore, the figures for the previous financial period presented as comparatives in this financial statements are
not comparable to the current financial year, which are prepared for a period of twelve (12) months from 1 January
2019 to 31 December 2019.

3 Basis of Preparation
The financial statements of the Group and of the Company are prepared in accordance with the provisions of the
Companies Act 2016 in Malaysia and comply with the Malaysian Financial Reporting Standards (“MFRS”) and International
Financial Reporting Standards (“IFRS”).

The financial statements have been prepared under the historical cost convention except as disclosed in the significant
accounting policies in Note 4. The financial statements are presented in Ringgit Malaysia in thousands (RM thousand)
unless otherwise stated.

The preparation of financial statements in conformity with MFRS and IFRS requires the use of certain critical accounting
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during
the reported period.

The areas involving a higher degree of judgement or complexity or areas where assumptions and estimates are significant
to the financial statements are disclosed in Note 5.
252 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

3 Basis of Preparation (continued)


The Group and the Company have also considered the new accounting pronouncements in the preparation of the financial
statements.

a. Accounting pronouncements that are effective and adopted during the financial year

MFRS 16 Leases
IC Interpretation 23 Uncertainty over Income Tax Treatments
Amendments to MFRS 9 Prepayment Features with Negative Compensation
Amendments to MFRS 119 Plan Amendment, Curtailment or Settlement
Amendments to MFRS 128 Long-term Interests in Associates and Joint Ventures
Annual Improvements to MFRS 3 and MFRS 11 Previously Held Interest in a Joint Operation
Annual Improvements to MFRS 112 Income Tax Consequences of Payments on Financial Instruments
Classified as Equity
Annual Improvements to MFRS 123 Borrowing Costs Eligible for Capitalisation

The adoption of the above did not result in any significant changes to the Group’s and to the Company’s results
and financial position other than MFRS 16 and Annual Improvements to MFRS 123. The impact of adoption is shown
in Note 45.

b. Accounting pronouncements that are not yet effective and have not been early adopted

i. New standard and amendments that are effective on or after 1 January 2020, where their adoption is not
expected to result in any significant changes to the Group’s and to the Company’s results or financial position.

MFRS 17 Insurance Contracts


Amendments to MFRS 3 Definition of a Business
Amendments to MFRS 101 and MFRS 108 Definition of Material
Amendments to MFRS 7, MFRS 9 Interest Rate Benchmark Reform
and MFRS 139
Amendments to MFRS 101 Classification of Liabilities as Current or Non-current
Amendments to References to the Conceptual Framework in MFRS Standard

ii. Agenda Decision on IAS 23 Borrowing Costs relating to over time transfer of constructed good

In March 2019, IFRS Interpretations Committee (“IFRIC”) published an agenda decision on borrowing costs
confirming receivables, contract assets and inventories for which revenue is recognised over time are non-
qualifying assets. On 20 March 2019, the Malaysian Accounting Standards Board (“MASB”) decided that an
entity shall apply the change in accounting policy as a result of the IFRIC Agenda Decision to financial statements
of annual periods beginning on or after 1 July 2020.

The Group is assessing the impact on the change in accounting policy pursuant to IFRIC Agenda Decision on
borrowing costs incurred on property under construction where control is transferred over time.

iii. The effective date for the amendment to Sale or Contribution of Assets between an Investor and its Associate
or Joint Venture (Amendments to MFRS 10 and MFRS 128) has been deferred to a date to be determined
by MASB.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 253

4 Significant Accounting Policies


These significant accounting policies have been applied consistently in dealing with items that are considered material
in relation to the financial statements, and to all the financial year/period presented, unless otherwise stated.

a. Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and all its subsidiaries
made up to the end of the financial year/period and are prepared using uniform accounting policies for like
transactions and other events in similar circumstances.

i. Subsidiaries

Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group has
power over the entity, has exposure to or rights to variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity.

Subsidiaries are consolidated using the acquisition method except for those subsidiaries acquired under common
control. Under the acquisition method, subsidiaries are consolidated from the date on which control is transferred
to the Group and de-consolidated from the date when control ceases. The consideration is measured at the
fair value of the assets given, equity instruments issued and liabilities incurred at the date of exchange.

Contingent consideration is recorded at fair value as component of the purchase consideration with subsequent
adjustment resulting from events after the acquisition date taken to profit or loss. Acquisition related costs
are recognised as expenses when incurred.

In a business combination achieved in stages, previously held equity interests in the acquiree are remeasured
to fair value at the date of acquisition and any corresponding gain or loss is recognised in the profit or loss.

Identifiable assets, liabilities and contingent liabilities assumed in a business combination are measured at
their fair values, at the date of acquisition. The excess of the consideration and the fair value of previously
held equity interests over the Group’s share of the fair value of the identifiable net assets acquired at the
date of acquisition is reflected as goodwill. Any gain from bargain purchase is recognised directly in the profit
or loss.

Intercompany transactions and balances are eliminated on consolidation, but unrealised losses arising therefrom
are eliminated on consolidation to the extent of the cost of the asset that can be recovered, and the balance
is recognised in the profit or loss as reduction in net realisable value or as impairment loss.

Non-controlling interests in the results and net assets of non-wholly owned subsidiaries are presented separately
in the financial statements. Transactions with owners of non-controlling interests without a change in control
are treated as equity transactions in the statements of changes in equity.

When control ceases, the disposal proceeds and the fair value of any retained investment are compared to the
Group’s share of its net assets disposed. The difference together with the carrying amount of allocated goodwill
and the exchange reserve that relate to the subsidiary is recognised as gain or loss on disposal.
254 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

4 Significant Accounting Policies (continued)


a. Basis of consolidation (continued)

ii. Business combinations under common control

Business combinations under common control are accounted using the predecessor method of merger accounting.
Under the predecessor method of merger accounting, the profit or loss and other comprehensive income
include the results of each of the combining entities from the earliest date presented or from the date when
these entities came under the control of the common controlling party (if later).

The assets and liabilities of the combining entities are accounted for based on the carrying amounts from the
perspective of the common controlling party, or the combining entities if the common controlling party does
not prepare consolidated financial statements.

The difference in cost of acquisition over the aggregate carrying amount of the assets and liabilities of the
combining entities as of the date of the combination is taken to equity. Transaction cost for the combination
is recognised in the profit or loss.

iii. Joint ventures

Joint ventures are separate vehicles in which the Group has rights to its net assets and where its strategic,
financial and operating decisions require unanimous consent of the Group and one or more parties sharing the
control.

Joint ventures are accounted using the equity method. Equity method is a method of accounting whereby the
investment is recorded at cost inclusive of goodwill and adjusted thereafter for the Group’s share of the post-
acquisition results and other changes in the net assets of the joint ventures based on their latest audited
financial statements or management accounts. Dividends received or receivable from a joint venture are
recognised as a reduction in the carrying amount of the investment. Where necessary, adjustments are made
to the financial statements of joint ventures used by the Group in applying the equity method to ensure
consistency of accounting policies with those of the Group.

After application of the equity method, the carrying amount of the joint ventures will be assessed for impairment.
Equity method is discontinued when the carrying amount of the joint venture reaches zero, or reaches the
limit of the obligations in the case where the Group has incurred legal or constructive obligations in respect
of the joint venture.

Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the
Group’s interest in the joint ventures. Unrealised losses are also eliminated on the same basis but only to the
extent of the costs that can be recovered, and the balance that provides evidence of reduction in net realisable
value or an impairment loss on the assets transferred are recognised in profit or loss.

When joint control ceases, the disposal proceeds and the fair value of any retained investment are compared
to the carrying amount of the joint venture. The difference together with the exchange reserve that relate to
the joint venture is recognised in the profit or loss as gain or loss on disposal. In the case of partial disposal
without losing joint control, the difference between the proceeds and the carrying amount disposed, and the
proportionate exchange reserve is recognised as gain or loss on disposal. Shareholder’s advances to joint
ventures of which the Group does not expect repayment in the foreseeable future are considered as part of
the Group’s investments in the joint ventures.
.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 255

4 Significant Accounting Policies (continued)


a. Basis of consolidation (continued)

iv. Associates

Associates are entities in which the Group is in a position to exercise significant influence. Significant influence
is the power to participate in the financial and operating policy decisions, but not control over those policies.

Investment in associates are accounted for using the equity method, similar to Note 4(a)(iii) above.

b. Foreign currencies

i. Presentation and functional currency

Ringgit Malaysia is the presentation currency of the Group and of the Company. Ringgit Malaysia is also the
functional currency of the Company. The functional currency is the currency of the primary economic environment
in which the Company operates. The Group’s foreign operations have different functional currencies.

ii. Transactions and balances


Foreign currency transactions and monetary items are translated into the functional currency using the exchange
rates prevailing at the transaction dates and at the end of the reporting period, respectively. Foreign exchange
differences arising therefrom and on settlement are recognised in the profit or loss.

iii. Translation of foreign currency financial statements

For consolidation purposes, foreign operations’ results are translated into the Group’s presentation currency
at average exchange rates for the financial year/period whilst the assets and liabilities, including goodwill and
fair value adjustments arising on consolidation, are translated at exchange rates ruling at the end of the
reporting period. The resulting translation differences are recognised in other comprehensive income and
accumulated in exchange reserve.

Intercompany loans where settlement is neither planned nor likely to occur in the foreseeable future, are
treated as part of the parent’s net investment. Translation differences arising therefrom are recognised in
other comprehensive income and reclassified from equity to profit or loss upon repayment or disposal of the
relevant entity.

Exchange reserve in respect of a foreign operation is recognised to profit or loss when control, joint control
or significant influence over the foreign operation is lost. On partial disposal without losing control, a proportion
of the exchange reserve in respect of the subsidiary is reattributed to the non-controlling interest. The
proportionate share of the cumulative translation differences is reclassified to profit or loss in respect of all
other partial disposals.
256 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

4 Significant Accounting Policies (continued)


c. Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Cost of property, plant and equipment includes expenditure that is directly attributable to the acquisition of an
asset. The carrying amount of the replaced part is derecognised and all repairs and maintenance costs are charged
to the profit or loss.

Freehold land is not depreciated as it has indefinite life. Assets in the course of construction are shown as work in
progress. Depreciation on these assets commences when they are ready for use. Other property, plant and equipment
are depreciated on a straight-line basis to write-down the cost of each asset to their residual values over their
estimated useful lives.

The principal annual depreciation rates are:

Leasehold land over the lease period ranging from 50 to 99 years


Buildings 2% to 5%, or over the lease term if shorter
Plant and machinery 20% to 33.3%
Vehicles, equipment and fixtures 20% to 33.3%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, annually.

d. Investment properties

Investment properties are land and buildings held for rental income and/or capital appreciation and, which are not
substantially occupied or intended to be occupied for use by, or in the operations of the Group.

Investment properties are stated at cost less accumulated depreciation and accumulated impairment losses. Freehold
land and buildings under construction are not depreciated. Other investment properties are depreciated on a
straight-line basis to write-down the cost of each asset to their residual values over their estimated useful lives.

The principal annual depreciation rates are:

Leasehold land over the lease period ranging from 50 to 99 years


Buildings 2% to 5%, or over the lease term if shorter

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, annually.

e. Right-of-use assets

The right to use an underlying asset for the lease term is recognised as a right-of-use asset (“ROU”). ROUs are
presented under property, plant and equipment and investment properties and are stated at cost less accumulated
amortisation and accumulated impairment losses.

The cost of ROU includes an amount equal to the lease liability at the inception of the lease, lease payments made
at or before commencement date less lease incentives received, initial direct costs incurred and an estimate of
costs to restore, dismantle and remove the underlying asset or to restore the site on which it is located.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 257

4 Significant Accounting Policies (continued)


f. Investments in subsidiaries, joint ventures and associates

Investments in subsidiaries, joint ventures and associates and intercompany loans, which are treated as part of the
parent’s net investment, are recorded at costs less accumulated impairment losses, if any, in the Company’s financial
statements.

g. Intangible assets

Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. They are
amortised on a straight-line basis over their contractual periods or estimated useful lives once they are available
for use. The annual amortisation rates are 5% to 33.3%. Intangible assets that is in progress are not amortised as
these assets are not yet available for use.

h. Inventories

i. Land held for property development

Land held for property development where development activities are not expected to be completed within
the normal operating cycle, is classified as non-current and carried at the lower of cost and net realisable value.

The cost includes cost of land and development costs common to the whole project.

Land held for property development is transferred to property development costs under current assets when
development activities have commenced and are expected to be completed within the normal operating cycle.

ii. Property development costs

Property development costs are stated at the lower of cost and net realisable value. The cost includes cost of
land, related development costs common to whole project and direct building costs less cumulative amounts
recognised as cost of sales in the profit or loss.

Property development cost of unsold unit is transferred to completed development unit once the property is
completed.

iii. Completed development units

Units of development properties completed and held for sale are stated at the lower of cost and net realisable
value.

iv. Finished goods, raw materials and consumable stores

Finished goods, raw materials and consumable stores are stated at the lower of cost and net realisable value.
Cost includes cost of purchase plus incidental cost and other costs of bringing the inventories to their present
location and condition. The cost of inventories is determined on a weighted average basis.

Net realisable value is the estimate of the selling price in the ordinary course of business, less costs to completion
and selling expenses.
258 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

4 Significant Accounting Policies (continued)


i. Financial assets
The Group’s and the Company’s financial assets are classified into three categories and the accounting policy for
each of these categories are as follows:

i. Amortised cost
Receivables, amounts due from subsidiaries, cash held under Housing Development Accounts and bank balances,
deposits and cash are held for collection of contractual cash flows. Their contractual terms give rise on specified
dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
These financial assets are measured at fair value at inception plus transaction cost and thereafter at amortised
cost less accumulated impairment losses.

Interest income from these financial assets is calculated using the effective interest rate method. Any gain or
loss arising on derecognition is recognised directly in profit or loss.

ii. Fair value through profit or loss (“FVTPL”) and Fair value through other comprehensive income (“FVOCI”)
Investments in quoted equity instruments are measured at FVTPL. The investments are recorded initially at
fair value plus transaction cost and thereafter, they are measured at fair value. Changes in the fair value and
dividend income from the investment are recognised in profit or loss.

At initial recognition, the Group and the Company elected to designate the investments in unquoted equity
instruments as financial assets measured at FVOCI. The investments are recorded initially at fair value plus
transaction costs and thereafter, they are measured at fair value. Changes in fair value of the investments are
recognised in other comprehensive income, whilst dividend income are recognised in profit or loss. On
derecognition of the investment measured at FVOCI, the fair value reserve is transferred to retained profits.

Financial assets are classified as current assets for those having maturity dates of not more than 12 months after
the end of the reporting period, otherwise the balance is classified as non-current. For financial assets measured
at FVTPL and FVOCI, the classification is based on expected date of realisation of the assets.

Regular way of purchase or sale of a financial asset is recognised on the settlement date i.e. the date that an asset
is delivered to or by the Group and the Company. A contract that requires or permits net settlement of the change
in the value of the contract is not a regular way contract. Such contract is accounted for as a derivative in the
period between the trade date and the settlement date.

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have
been transferred and the Group and the Company have transferred substantially all risks and rewards of ownership.

j. Assets (or disposal groups) held for sale


Assets or groups of assets are classified as “held for sale” if their carrying amounts will be recovered principally
through a sale transaction rather than through continuing use. Depreciation ceases when an asset is classified as
asset held for sale. Assets held for sale are stated at the lower of carrying amount and fair value less cost to sell.

A discontinuing operation is a component of the entity that has been disposed of or is classified as held for sale
and that represents a separate major line of business or geographical area of operations, is part of a single co-
ordinated plan to dispose of such a line of business or area of operations or is a subsidiary acquired exclusively
with a view to resale. The results of discontinuing operations are presented separately in the statement of profit
or loss and statement of comprehensive income.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 259

4 Significant Accounting Policies (continued)


k. Contract assets and contract liabilities

Contract asset is the right to consideration for goods or services transferred to the customers. In the case of
property development and concession arrangement, contract asset is the excess of cumulative revenue earned over
the billings to date, for which the billings to-date are based on progress milestone set out in the contract or
agreement with the customers. Contract asset is stated at cost less accumulated impairment losses.

Contract liability is the obligation to transfer goods or services to customer for which the Group and the Company
have received the consideration or has billed the customer. In the case of property development and concession
arrangement, contract liability is the excess of the billings to date over the cumulative revenue earned. Contract
liabilities include the golf club membership fees, down payments received from customers and other deferred
income where the Group and the Company have billed or collected the payment before the goods are delivered or
services are provided to the customers.

l. Impairment

Intangible assets that have an indefinite useful life or are not yet available for use are tested for impairment. Other
non-financial assets, investment in subsidiaries and interest in joint ventures and associates are assessed for indication
of impairment. If an indication exists, an impairment test is performed. In the case of financial assets and contract
assets, impairment loss is recognised based on expected credit losses.

This exercise is performed annually and whenever events or circumstances occur indicating that impairment may exist.

The recognition and measurement of impairment losses are as follows:

i. Non-financial assets

An impairment loss is recognised for the amount by which the carrying amount of the non-financial asset
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell
and value in use. Impairment loss on non-financial assets is charged to profit or loss.

Assets that were previously impaired are reviewed for possible reversal of the impairment losses at the end
of each reporting period. Any subsequent increase in recoverable amount is recognised in the profit or loss.
Reversal of impairment loss is restricted by the carrying amount that would have been determined had no
impairment loss been recognised for the asset in prior financial years.

ii. Subsidiaries, joint ventures and associates

An impairment loss is recognised for the amount by which the carrying amount of the subsidiary, joint venture
or associate exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less
costs to sell and present value of the estimated future cash flows expected to be derived from the investment
including the proceeds from its disposal.

Any subsequent increase in recoverable amount is recognised in the profit or loss.


260 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

4 Significant Accounting Policies (continued)


l. Impairment (continued)

iii. Financial assets and contract assets

An impairment loss is recognised based on expected credit losses and is charged to profit or loss. Reversal of
impairment loss to profit or loss, if any, is restricted to not exceeding what the amortised cost would have
been had the impairment loss not been recognised previously.

The Group and the Company apply the simplified approach to measure the impairment losses on trade receivables
and contract assets at lifetime expected credit losses (“Lifetime ECL”). Expected credit losses of all other
financial assets are measured at an amount equal to 12 month expected credit losses (“12 – month ECL”) if
credit risk on a financial asset has not increased significantly. The Group and the Company compare the risk
of default occurring on the asset as at the reporting date with the risk of default as at the date of initial
recognition to ascertain whether there is a significant increase in credit risk. The assessment takes into
consideration the macroeconomic information, credit rating and other supportable forward-looking information.

A significant increase in credit risk is presumed if a debt is more than 180 days past due. Where the credit
risk has increased significantly, the impairment loss is measured at an amount equal to lifetime expected credit
losses (“Lifetime ECL – Underperforming”).

Full impairment losses are made for financial assets and contract assets that are determined to be credit-
impaired (“Lifetime ECL – Credit Impaired”). These are debtor who have defaulted on payments and are in
financial difficulties.

Expected credit losses represent a probability-weighted estimate of the difference between present value of
cash flows according to contract and present value of cash flows the Group and the Company expect to receive
over the lifetime of the financial instrument.

m. Share capital

Proceeds from shares issued are accounted for in equity. Cost directly attributable to the issuance of new equity
shares are deducted from equity.

Dividends to owners of the Company and non-controlling interests are recognised in the statements of changes in
equity in the financial year/period in which they are paid or declared.

n. Provisions

Provisions are recognised when the Group and the Company have a legal or constructive obligation, where the
outflow of resources is probable and can be reliably estimated. Provisions are measured at the present value of
the obligation. The increase in the provisions due to the passage of time is recognised as interest expense.

The Group and the Company recognise provision for onerous contracts when the expected benefits to be derived
from a contract are less than the unavoidable costs of meeting the obligations under the contract.
REPORTS AND FINANCIAL STATEMENTS
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4 Significant Accounting Policies (continued)


o. Employee costs

i. Short-term employee benefits

Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period
in which the services are rendered by employees.

ii. Defined contribution plans

A defined contribution pension plan is a pension plan under which the Group and the Company pay fixed
contributions into a separate entity. The Group and the Company have no legal or constructive obligations to
pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating
to employee service in the current and prior periods.

The Group has various defined contribution plans in accordance with local conditions and practices in the
countries in which it operates. The Group’s and the Company’s contributions to defined contribution plans are
charged to the profit or loss in the financial year/period in which they relate.

iii. Termination benefits

Termination benefits are payable whenever an employee’s employment is terminated in exchange for these
benefits. The Group and the Company recognise termination benefits when it is demonstrably committed to
either terminate the employment of current employees according to a detailed formal plan without possibility
of withdrawal or to provide termination benefits as a result of a proposal to encourage voluntary separation.

p. Financial liabilities

The Group’s and the Company’s borrowings and payables are classified as financial liabilities measured at amortised
cost. They are measured initially at fair value plus transaction costs and thereafter, at amortised cost using the
effective interest method. Amortisation is charged to profit or loss.

Financial liabilities are classified as current liabilities for those having maturity dates of not more than 12 months
after the end of the reporting period, otherwise the balance is classified as non-current. Financial liabilities are
derecognised when the obligation specified in the contract is discharged, cancelled or expired.
262 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

4 Significant Accounting Policies (continued)


q. Leases
i. Lease liabilities
Lease liabilities are initially measured at the present value of future lease payments, discounted using the
interest rate implicit in the lease.

Lease liabilities are remeasured when there is a change in the lease term, a revision to the in-substance fixed
lease payments or a change in the assessment to purchase the underlying asset. The amount of remeasurement
of the lease liability is adjusted to the ROU. If the carrying amount of ROU is reduced to zero, any further
reduction in the measurement of the lease liability is recognised in the profit or loss.

Interest on the lease liability and variable lease payments not included in the measurement of the lease liability
are recognised in profit or loss.

Short-term leases of 12 months or less at the commencement date and leases for which the underlying asset
is of low value are not recognised as ROU and lease liabilities. Lease payments associated with those leases
are charged to the profit or loss on a straight-line basis over the lease term.

ii. Operating leases


For the financial period ended 31 December 2018, operating leases of the Group and of the Company were
classified and measured under MFRS 117.

Under MFRS 117, leases where substantially all the rewards and risks of ownership of assets remain with the
lessor were accounted for as operating leases. Rentals on operating leases were charged to the profit or loss
on a straight line basis over the lease term.

r. Cash and cash equivalents


For the purpose of the statements of cash flows, cash and cash equivalents include cash in hand and at bank,
deposits held at call with banks and cash held under Housing Development Accounts. Bank overdrafts, if any, are
included within borrowings in current liabilities on the statements of financial position.

s. Revenue recognition
i. Revenue from property development
Contracts with customers may include multiple promises to customers and therefore accounted for as separate
performance obligations. In this case, the transaction price will be allocated to each performance obligation
based on the stand-alone selling prices. When these are not directly observable, they are estimated based on
expected cost plus margin.

The revenue from property development is measured at the fixed transaction price agreed under the sale and
purchase agreement.

Revenue from property development is recognised as and when the control of the asset is transferred to the
customer and it is probable that the Group and the Company will collect the consideration to which it will be
entitled in exchange for the asset that will be transferred to the customer. Depending on the terms of the
contract and the laws that apply to the contract, control of the asset may transfer over time or at a point in
time. Control of the asset is transferred over time if the Group’s and the Company’s performance do not create
an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance
completed to date.
REPORTS AND FINANCIAL STATEMENTS
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4 Significant Accounting Policies (continued)


s. Revenue recognition (continued)

i. Revenue from property development (continued)

If control of the asset transfers over time, revenue is recognised over the period of the contract by reference
to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognised
at a point in time when the customer obtains control of the asset.

The Group and the Company recognise revenue over time using the output method, which is based on the
level of completion of the physical proportion of contract work to date, certified by professional consultants.

The promised properties are specifically identified by its plot, lot and parcel number and its attributes (such
as its size and location) in the sale and purchase agreements. The purchasers could enforce its rights to the
promised properties if the Group and the Company seek to sell the unit to another purchaser. The contractual
restriction on the Group’s and the Company’s ability to direct the promised property for another use is
substantive and the promised properties sold to the purchasers do not have an alternative use to the Group
and the Company. The Group and the Company have the right to payment for performance completed to date,
are entitled to continue to transfer to the customer the development units promised, and have the rights to
complete the construction of the properties and enforce its rights to full payment.

The Group and the Company recognises sales at a point in time for the sale of completed properties, when
the control of the properties has been transferred to the purchasers, being when the properties have been
delivered to the customers and it is probable that the Group and the Company will collect the consideration
to which it will be entitled to in exchange for the assets sold.

ii. Revenue from concession arrangement

Revenue from the supply of teaching equipment is recognised when:

• the Group has delivered and transferred the physical possession of the asset and has a present right to
payment for the asset; and

• the customer has accepted the assets after these assets have been tested and commissioned and the
customer has significant risks and rewards of ownership of the asset.

Maintenance service charges are recognised over the period which the services are rendered.

iii. Revenue from golf club activities

Revenue from golf club activities consist of golfing, golf club membership fees, driving range, sports and other
recreation facilities and sale of golfing equipment, which are separate performance obligation. The transaction
price will be allocated to each of the separate performance obligations. When these are not directly observable,
they are estimated based on expected cost plus margin and net of discounts, allowance and indirect taxes.

Revenue from golf club activities except for golf club membership fees is recognised when the services are
rendered or goods are delivered. The payment of the transaction price is due immediately upon delivery of
the services or sale of goods. Golf club membership fees is received upfront and recognised on a straight-line
basis over the tenure of the membership.
264 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

4 Significant Accounting Policies (continued)


s. Revenue recognition (continued)
iv. Rental income
Rental income is recognised on an accrual basis in accordance with the substance of the relevant agreements.
Other rent related income is recognised in the accounting period in which the services have been rendered.

v. Interest income
Interest income is recognised on an accrual basis, using the effective interest method, unless collectability is
in doubt, in which case it is recognised on a cash receipt basis.

vi. Dividend income


Dividend income is recognised when the right to receive payment is established.

vii. Management fees


Management fee is recognised over time during the period in which the services are rendered.

t. Borrowing costs
Borrowing costs incurred on qualifying assets under construction are capitalised to the carrying value of the asset
and capitalisation ceases when the assets are substantially ready for their intended use or sale.

Other borrowing costs are recognised as an expense in the period in which they are incurred.

u. Taxation
The tax expense for the financial year/period comprises current and deferred tax. Tax is recognised in the profit
or loss, except to the extent that it relates to items recognised directly in other comprehensive income. In this
case, the tax is recognised in other comprehensive income.

The current income tax charge for the Group and for the Company is the expected income taxes payable in respect
of the taxable profit for the financial year/period and is measured using the tax rates that have been enacted at
the end of the reporting year/period. Management periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to interpretation. Provisions are established where
appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is recognised on temporary difference arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available
against which the temporary differences can be utilised. Deferred tax is recognised on temporary differences arising
on investments in subsidiaries, joint ventures and associates except where the timing of the reversal of the temporary
difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable
future.

Deferred tax is measured at the tax rates (and laws) that have been enacted or substantively enacted at the end
of the reporting date and are expected to apply when the related deferred income tax asset is realised or the
deferred income tax liability is settled.

Deferred tax assets and liabilities are offset when the enterprise has a legally enforceable right to offset and intends
to settle either on a net basis or to realise the asset and settle the liability simultaneously.
REPORTS AND FINANCIAL STATEMENTS
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4 Significant Accounting Policies (continued)


v. Segment reporting
Segment information is presented in a manner that is consistent with the internal reporting provided to management
for the allocation of resources and assessment of its performance. The Group’s operating businesses are organised
and managed separately according to the nature of the products and services provided, with each segment
representing a strategic business unit that offers different products and serves different markets.

Segment revenue, expense, assets and liabilities are those amounts resulting from operating activities of a segment
that are directly attributable to the segment and the relevant portion that can be allocated on a reasonable basis
to the segment. Segment revenue, expense, assets and liabilities are determined before intragroup balances and
intragroup transactions are eliminated as part of the consolidation process, except to the extent that such balances
and transactions are between Group companies within a single segment. Inter-segment pricing is based on similar
terms as those available to external parties.

w. Contingent liabilities
The Group and the Company do not recognise contingent liabilities, but discloses their existence in the notes to
the financial statements. A contingent liability is a possible obligation that arises from past events which existence
will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control
of the Group and the Company or a present obligation that is not recognised because it is not probable that an
outflow of resources will be required to settle the obligation. A contingent liability also arises in the extremely
rare circumstances where there is a liability that is not recognised because it cannot be measured reliably.

5 Critical Accounting Estimates and Judgement in Applying Accounting Policies


The preparation of financial statements in conforming to MFRS and IFRS require the use of certain critical accounting
estimates that involve complex and subjective judgements and the use of assumptions, some of which may be for matters
that are inherently uncertain and susceptible to change. The Directors exercise their judgement in the process of applying
the Group’s accounting policies. Estimates and assumptions are based on the Directors’ best knowledge of current
events. Such estimates and judgement could change from period to period and have a material impact on the results,
financial position, cash flows and other disclosures.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are outlined below:

a. Revenue and cost recognition from property development activities


Revenue is recognised as and when the control of the asset is transferred to customers and it is probable that the
Group and the Company will collect the consideration to which it will be entitled in exchange for the asset that
will be transferred to the customer. Depending on the terms of the contract and the applicable laws governing the
contract, control of the asset may transfer over time or at a point in time.

If control of the asset transfers over time, revenue is recognised over the period of the contract by reference to
the progress towards complete satisfaction of that performance obligation based on the physical proportion of
contract work-to-date certified by professional consultants. Significant judgement is required in determining the
progress towards complete satisfaction of that performance obligation based on the certified work-to-date
corroborated by the level of completion of the development based on actual costs incurred to date over the
estimated total property development costs. The total estimated costs are based on approved budgets, which
require assessments and judgements to be made on changes in, for example, work scope, changes in costs and
costs to completion. In making these judgements, management relies on past experience and the work of specialists.

For the financial year ended 31 December 2019, for activities recognised over time using the stage of completion
method, the Group and the Company recognised revenue of RM2,239.5 million and RM220.0 million respectively
and cost of RM1,730.2 million and RM154.3 million respectively. For the financial period ended 31 December 2018,
the Group and the Company recognised revenue of RM834.5 million and RM110.3 million respectively and cost of
RM619.7 million and RM75.7 million respectively.
266 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

5 Critical Accounting Estimates and Judgement in Applying Accounting Policies (continued)


The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are outlined below: (continued)

b. Write-down of inventories to net realisable value


The Group and the Company write-down the inventories to their net realisable values based on the estimated selling
prices by reference to recent sales transactions of similar properties or comparable properties in similar or nearby
locations net of the estimated cost necessary to complete the sale. The estimation of the selling price in particular
is subject to significant inherent uncertainties, in particular the property market.

Whilst the Directors exercise due care and attention to make reasonable estimates, taking into account all available
information in estimating the selling price and the related cost to complete the sale, the estimates will, in all
likelihood, differ from the actual transactions achieved in future periods and these differences may, in certain
circumstances, be significant.

During the financial year, the Group has written down unsold completed development units and land held for
property development by RM20.5 million and RM25.0 million, respectively, and reversed the write-down of property
development cost by RM2.2 million. For the financial period ended 31 December 2018, the Group and the Company
have written down unsold completed development units by RM110.9 million and RM4.7 million, respectively.

c. Capitalisation of borrowing costs


The Group capitalises borrowing costs that are directly attributable to the property development activities. On
completion of each phase of development, the Group ceases capitalisation for those phases and continues capitalisation
of borrowing costs on other phases which are under-going development.

Significant judgement is involved in determining whether the development activities carried out meet the criteria
for capitalisation of borrowing costs and, management is also required to estimate the appropriate apportionment
of borrowing costs eligible for capitalisation to the various development phases.

During the financial year ended 31 December 2019, the Group capitalised RM152.4 million (financial period ended
31 December 2018: RM34.7 million) borrowing costs into inventories.

d. Deferred tax assets


Deferred tax assets arose mainly from property development, unutilised tax losses, unabsorbed capital allowances
and other deductible temporary differences. Deferred tax assets are recognised to the extent that it is probable
that future taxable profits will be available against which temporary differences or unutilised tax losses and tax
credits can be utilised. This involves judgement regarding the future taxable profits of a particular entity in which
the deferred tax asset has been recognised.

Deferred tax assets relating to property development are mainly attributable to unrealised profits reversed at the
Group level, which arose from disposal of lands within the Group. Deferred taxation on unrealised profits are
charged to the profit or loss upon sales of developed units to the customers.

The future taxable profits are determined based on the expected future profits arising from the Group’s property
development projects including other income expected to be generated from these projects. In evaluating whether
it is probable that future taxable profits will be available, all available evidences were considered, including the
approved budgets and analysis of historical operating results. These forecasts are consistent with those prepared
and used internally for business planning and measurement of the Group’s performance.

The deferred tax assets recognised are disclosed in Note 25.


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 267

5 Critical Accounting Estimates and Judgement in Applying Accounting Policies (continued)


The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are outlined below: (continued)

e. Income tax

The Group is subjected to income taxes in various jurisdictions where it operates. Significant judgement is required
in determining the estimated taxable income based on the contractual arrangements entered into by the Group,
the amount of capital allowances claimed, tax provisions for the purpose of complying with relevant accounting
standards and deductibility of certain expenses based on the interpretation of the tax laws and legislations.

Where the final tax outcome is different from the amounts that were initially recorded, such differences may result
in significant impact on the income tax and deferred income tax provisions, where applicable, in the period in which
such determination is made.

f. Provisions
Provision has been made in respect of an undertaking arrangement entered on the disposal of a property in financial
year 2017.

The provision is calculated based on future rental obligations net of estimated sub-lease income and discounted
to present value using an appropriate discount rate. Significant assumptions are used in the calculations and changes
in assumptions and future events could cause the value of these provisions to change.

The provision for this undertaking is disclosed in Note 37.

g. Impairment losses on cost of investment in subsidiaries and recoverability of amount due from subsidiaries
The Company assesses whether there is any indication that the cost of investment in subsidiaries are impaired at
the end of each reporting date. Impairment loss is measured by comparing the carrying amount of an asset with
its recoverable amount. Recoverable amount is measured at the higher of the fair value less cost to sell and value-
in-use for that asset.

As at 31 December 2019, the accumulated impairment losses on investment in subsidiaries and amount due from
subsidiaries amounted to RM1,195.8 million (31 December 2018: RM1,100.4 million) and RM160.8 million (31
December 2018: RM232.2 million) respectively.
268 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

6 Financial Risk and Capital Management Policies


a. Financial risk management

The Group’s and the Company’s operations expose them to a variety of financial risks, including foreign currency
exchange risk, price risk, interest rate risk, credit risk and liquidity and cash flow risk. The Group’s overall financial
risk management policies seek to manage and minimise the potential adverse effects of these risks on the financial
performance of the Group.

The Group’s and the Company’s exposure to these financial risks are managed through risk reviews, internal control
systems, insurance programmes and adherence to Group Policies and Authorities which are implemented on a
group-wide basis. The Board regularly reviews these risks and approves the policies covering the management of
these risks.

i. Foreign currency exchange risk

The Group has minimal exposure to foreign currency transaction risk as the Group’s financial assets and liabilities
are largely denominated in the Group’s functional currencies. However, the Group has significant exposure to
foreign currency translation risk due to its 40% interest in Battersea Project Holding Company Limited group
in the United Kingdom. The Group does not hedge its long term investment in foreign operations but hedges
planned capital injection, where necessary, to minimise adverse impact arising from short term fluctuation in
foreign currency exchange rates.

ii. Price risk

The Group and the Company are exposed to securities price risk arising from investments held which are
classified in the statements of financial position as investments. The Group and the Company consider the
impact of changes in prices of equity securities on the statements of profit or loss and the statements of
comprehensive income to be insignificant.

iii. Interest rate risk

The Group’s and the Company’s interest rate risk arises primarily from interest bearing borrowings. The Group
and the Company manage their interest rate risk by maintaining a mix of fixed and floating rate borrowings.

The interest-bearing assets are primarily the amounts due from joint ventures, associates and subsidiaries and
short-term bank deposits with financial institutions. All interest-bearing amounts due to the Group and the
Company bear interest at floating rate except those under negotiated terms where fixed rates are used after
taking into account the borrower’s risk profile. The interest rates on short-term bank deposits are monitored
closely to ensure that the deposits are maintained at favourable rates and placements are made at varying
maturities. The Group and the Company consider the risk of significant changes to interest rates to be low.

iv. Credit risk

Financial assets that are primarily exposed to credit risk are receivables and bank balances.

Credit risk arising from sales made on credit terms

The Group and the Company seek to control credit risk by dealing with counterparties with appropriate credit
histories. Customers’ most recent financial statements, payment history and other relevant information are
considered in the determination of credit risk. Counterparties are assessed at least annually and more frequently
when information on significant changes in their financial position becomes known. Credit terms and limit are
set based on this assessment, and where appropriate, guarantees or securities are obtained to limit credit risk.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 269

6 Financial Risk and Capital Management Policies (continued)


a. Financial risk management (continued)

iv. Credit risk (continued)

Credit risk arising from property development

The Group and the Company do not have any significant credit risk as its services and products are predominantly
rendered and sold to a large number of customers comprise substantially property purchasers with financing
facilities from reputable end-financiers. Credit risks with respect to property purchasers with no end-financing
facilities are limited as the ownership and rights to the properties revert to the Group and the Company in
the event of default. The Group and the Company do not have any significant exposure to any individual or
counterparty nor any major concentration of credit risk related to any financial instruments.

Credit risk arising from property investment

Credit risk arising from outstanding receivables from tenants is minimised by closely monitoring the limit of
the Group’s associations to business partners and their credit worthiness. In addition, the tenants have placed
security deposits with the Group which act as collateral.

Credit risk arising from golfing and sporting activities

Concentration of credit risk with respect to amounts due from members is limited due to the large number of
members, the security deposits paid by members and advance payment of annual licence fees for individual
members. Sales to members are usually suspended when outstanding amounts are overdue exceeding 180 days.

Credit risk arising from deposits with licensed banks

Credit risk also arises from deposits with licensed banks. The deposits are placed with credit worthy financial
institutions. The Group and the Company consider the risk of material loss in the event of non-performance
by a financial counterparty to be unlikely.

Credit risk arising from other receivables

The Group’s and the Company’s historical experience in collection of other receivables fall within the recorded
allowances. No additional credit risk beyond amounts allowed for collection losses is inherent in the Group’s
and in the Company’s other receivables.

Credit risk arising from subsidiaries, joint ventures and associates

The amounts due from subsidiaries, joint ventures and associates are monitored closely by the Group and the
Company. The Group and the Company are of the view that the carrying amounts as at the reporting date are
fully recoverable.
270 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

6 Financial Risk and Capital Management Policies (continued)


a. Financial risk management (continued)

v. Liquidity and cash flow risks

Liquidity risk refers to the risk that the Group or the Company will encounter difficulty in meeting financial
obligations when they fall due. The Group maintains a prudent borrowing policy which is aimed towards
maintaining sufficient cash for all cash flow requirements, managing debt and investment portfolio within the
relevant time buckets to maturity, obtaining a diverse range of funding sources and keeping an adequate
amount of credit facilities to provide an ample liquidity cushion.

The Group and the Company perform quarterly twelve-months rolling cash flow projections to ensure that
requirements are identified as early as possible so that the Group and the Company have sufficient cash to
meet operational needs. Such projections take into consideration the Group’s and the Company’s financing
plans and are also used for monitoring of covenant compliance.

The Group and the Company maintain centralised treasury functions where all funding requirements are
managed. As at 31 December 2019, the Group has an existing unutilised RM4.5 billion Islamic Medium Term
Notes and unutilised bank credit facilities of RM1,378.3 million which it can tap upon at an appropriate time.

Cash and cash equivalents of the Group and of the Company comprise the following:

Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Cash held under Housing Development


Accounts [Note 29] 456,706 343,518 90,294 62,966
Bank balances, deposits and cash
[Note 30] 286,632 305,572 99,308 145,614

743,338 649,090 189,602 208,580

The Group believes that its contractual obligations, including those shown in contingent liabilities and capital
commitments in Note 38 can be met from existing cash and investments, operating cash flows, credit lines
available and other financing that the Group reasonably expects to be able to secure shall the need arises.

Further details on the undiscounted contractual cash flows of the Group’s and of the Company’s financial
liabilities as at the reporting date are disclosed in Note 42(b).
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 271

6 Financial Risk and Capital Management Policies (continued)


b. Capital management

Capital management refers to implementing measures to maintain sufficient capital to support its businesses. The
Group’s and the Company’s capital management objectives are to ensure its ability to continue as a going concern,
provide a competitive cost of capital and to maximise shareholders’ value. The Group and the Company are committed
towards optimising their capital structure, which includes balancing between debt and equity, and putting in place
appropriate dividend and financing policies which influence the level of debt and equity.

The Group and the Company use the gearing ratio to assess the appropriateness of their debt levels, hence
determining their capital structure. The Group and the Company maintain a debt to equity ratio that complies with
debt covenants and regulatory requirements. The ratio is calculated as total external debt divided by total equity.

The Group’s and the Company’s gearing ratios are as follows:

Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Borrowings
– principal 3,191,583 3,261,583 497,092 594,500
– interest 12,704 11,454 1,272 1,260

Total borrowings 3,204,287 3,273,037 498,364 595,760


Lease liabilities 91,712 – 9,725 –

Total debt 3,295,999 3,273,037 508,089 595,760

Total equity 9,950,006 9,446,400 9,231,956 8,813,696

Gearing ratio 33.1% 34.6% 5.5% 6.8%

During the financial year, the Group and the Company adopted MFRS 16 and recognised right-of-use assets and
lease liabilities. See Note 45(a).

The recognition of lease liabilities have increased the Group’s and the Company’s gearing ratio as at 31 December
2019 from 32.2% to 33.1% and from 5.4% to 5.5%, respectively.

Given the moderate gearing level, the Group and the Company still have the capacity to borrow for expansion,
provided an acceptable level of gearing ratio is maintained.
272 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

7 Revenue
Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Revenue from contracts with customers 3,129,928 1,243,660 408,997 193,768


Revenue from other sources
– rental income from investment properties and
other assets 50,066 25,485 2,300 1,306
– dividend income from subsidiaries – – 588,530 217,400
– dividend income from associates – – 1,800 1,800

3,179,994 1,269,145 1,001,627 414,274

Disaggregation of the revenue from contract with


customers:

Property development 2,989,353 1,159,268 283,061 140,306


Property investment
– maintenance service charges 28,981 13,446 – –
– supply of teaching equipment 16,911 21,124 – –
– others 7,308 4,406 – –
Leisure and hospitality
– golf club activities 63,372 27,149 – –
– others 24,003 18,267 – –
Management fee charged to subsidiaries – – 125,936 53,462

3,129,928 1,243,660 408,997 193,768

Geographical markets
Malaysia 3,119,669 1,212,266 408,122 193,345
Australia 9,334 29,399 50 96
Vietnam 880 489 – –
Singapore 45 1,506 685 289
United Kingdom – – 140 38

3,129,928 1,243,660 408,997 193,768

Timing of revenue
At a point in time 855,470 388,325 63,072 30,031
Over time 2,274,458 855,335 345,925 163,737

3,129,928 1,243,660 408,997 193,768

Revenue from contracts with customers of the Group and of the Company include RM210.5 million (financial period
ended 31 December 2018: RM297.9 million) and RM7.4 million (financial period ended 31 December 2018: RM8.9 million)
respectively that were included in contract liabilities at the beginning of the reporting period.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 273

8 Cost of Sales
Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Property development costs 1,730,186 619,694 154,324 75,740


Cost of completed development units sold 325,015 115,557 48,773 10,290
Write-down of inventories 65,687 110,871 – 4,701
Reversal of write-down of inventories (22,369) – – –
Write-off of property development expenditure 9,723 99,766 – –
Finished goods and other direct expenses 145,926 61,715 15,362 7,397
Cost under concession arrangement 32,240 23,427 – –
Employee costs 73,482 35,000 2,035 997
Hire of plant and machinery 2,618 1,161 – –
Rental of land and buildings 84 558 – –
Amortisation of intangible assets 13 12 – –
Depreciation of:
– property, plant and equipment 9,133 6,869 259 130
– investment properties 15,992 2,815 – –

2,387,730 1,077,445 220,753 99,255

Hire of plant and machinery and rental of land and buildings for the current financial year comprise short term leases
and leases of low value assets which are not included in lease liabilities (see Note 36). The comparatives include expenses
for leases that are accounted for as right-of-use assets with effect from 1 January 2019 in accordance with MFRS 16.

9 Other Operating Income


Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Non-refundable tender deposits 1,386 302 46 6


Other rental income 1,836 791 297 26
Maintenance charges 451 103 – –
Forfeiture of deposits 359 1,392 16 66
Royalty income 215 186 – –
Recoveries and other miscellaneous income 5,453 2,025 1,155 612

9,700 4,799 1,514 710


274 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

10 Selling, Marketing, Administrative and Other Expenses


Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Selling and marketing expenses 119,763 45,261 5,181 3,997


Administrative and other expenses 241,647 137,374 191,279 92,754

361,410 182,635 196,460 96,751

Selling, marketing, administrative and other


expenses comprise the following:

Depreciation, amortisation, impairment losses


and write-off
Amortisation of intangible assets 1,545 924 1,477 883
Depreciation of:
– property, plant and equipment 26,155 11,347 10,700 501
– investment properties 287 223 – –
Impairment losses on receivables 10,779 26,513 409 209
Reversal of impairment losses on receivables (1,398) (1,043) – –
Write-off of:
– property, plant and equipment 109 303 – –
– intangible assets – 22 – –
Bad debt (recovered)/written off (4,288) 590 – –

33,189 38,879 12,586 1,593

Auditors’ remuneration
Fees for statutory audits
– PricewaterhouseCoopers PLT, Malaysia 1,390 1,023 347 260
– member firms of PricewaterhouseCoopers
International Limited 908 905 – –
Fees for other assurance related
– PricewaterhouseCoopers PLT, Malaysia 310 120 261 65

2,608 2,048 608 325


Fees for non-audit services
– PricewaterhouseCoopers PLT, Malaysia 1,800 – 800 –
– member
 firms of PricewaterhouseCoopers
International Limited 224 111 – –

4,632 2,159 1,408 325


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 275

10 Selling, Marketing, Administrative and Other Expenses (continued)


Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Selling, marketing, administrative and other


expenses comprise the following: (continued)

Employee and Directors costs


Employee costs 134,363 65,451 118,548 58,860
Directors’ fees 3,300 1,513 3,300 1,513

137,663 66,964 121,848 60,373

Others
Advertising and promotion 60,519 29,600 4,307 3,594
Sales commission and other selling expenses 27,364 4,263 874 403
Hire of plant and machinery 1,695 499 1,483 422
Rental of land and buildings
– a subsidiary – – – 4,973
– others 1,403 1,765 – 59
Contribution payable to Yayasan Sime Darby 20,000 10,000 13,000 10,000
Other operating expenses 74,945 28,506 40,954 15,009

185,926 74,633 60,618 34,460

Total 361,410 182,635 196,460 96,751

Hire of plant and machinery and rental of land and buildings for the current financial year comprise short term leases
and leases of low value assets which are not included in lease liabilities (see Note 36). The comparatives include expenses
for leases that are accounted for as right-of-use assets with effect from 1 January 2019 in accordance with MFRS 16.

Non-audit services provided by the Company’s auditors and its member firms comprise tax related and other advisory
services. Included in the non-audit services fees in respect of the current financial year is an amount of RM435,000
which was paid in respect of services provided to the Group and to the Company in prior years.

The Audit Committee reviews on a quarterly basis, the engagement of the external auditors for non-audit services.
Non-audit services can be offered by the external auditors if there are efficiency and value added benefits to the Group,
without compromising auditor independence.
276 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

11 Employee and Directors Costs


Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Employee and Directors costs included in:


– cost of sales 73,482 35,000 2,035 997
– selling, marketing, administrative and other
expenses 137,663 66,964 121,848 60,373

211,145 101,964 123,883 61,370

Staff:
– salaries, allowances, overtime and bonus 163,620 74,429 92,828 46,516
– defined contribution plan 22,342 10,930 14,421 7,149
– training, insurance and other benefits 20,004 12,139 11,455 3,239

205,966 97,498 118,704 56,904

Executive Directors:
– salaries, allowances and bonus 1,671 2,546 1,671 2,546
– defined contribution plan 208 407 208 407

1,879 2,953 1,879 2,953

Non-Executive Directors
– fees 3,300 1,513 3,300 1,513

Total 211,145 101,964 123,883 61,370

Estimated monetary value of benefits received by the Executive and Non-Executive Directors from the Company amounted
to RM131,161 (financial period ended 31 December 2018: RM27,251) and RM85,650 (financial period ended 31 December
2018: RM37,713) respectively. The Directors did not receive any benefits from the subsidiaries.

During the financial year, Directors and key management personnel of the Group and the Company purchased properties
of the Group amounting to RM4.5 million (financial period ended 31 December 2018: RM0.8 million).

Other than as disclosed above, there were no compensation to Directors for loss of office, no loans, quasi-loans and
other dealings in favour of Directors and no material contracts subsisting as at 31 December 2019 or if not then subsisting,
entered into since the end of the previous financial year by the Company or its subsidiaries which involved the interests
of Directors.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 277

12 Other Gains and Losses


Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Gain on disposal of:


– property, plant and equipment 246,232 3,168 2 1
– investment properties – 5,640 – –
Net impairment losses on:
– investment properties (9,811) (1,223) – –
– investment in subsidiaries – – (28,102) (198,731)
– investment in a joint venture – – (28,910) –
– investment in associates – – (120) (367)
– amounts due from subsidiaries [Note 26(c)] – – (926) (2,411)
– amounts due from a joint venture [Note 26(c)] (14,921) – (37,210) –
Surplus from liquidation of subsidiaries – – 1,704 –
Changes in fair value of quoted investments (31) (1,623) (31) (1,623)
Provision on obligation in relation to a property
disposed [Note 37] (65,801) (24,142) – –
Foreign currency exchange (losses)/gain:
– realised (18) (144) (6) (42)
– unrealised 983 3 – –

156,633 (18,321) (93,599) (203,173)

13 Joint Ventures
The Group’s interest in the joint ventures, their respective principal activities and countries of incorporation are shown
in Note 44.

The Directors are of the opinion that Battersea Project Holding Company Limited (“Battersea”), a property company
incorporated and domiciled in Jersey, is material to the Group. Other joint ventures are individually immaterial to the
Group.

Battersea is a joint venture between Setia International Limited, a subsidiary of SP Setia Berhad, Kwasa Global (Jersey)
Limited and Sime Darby Property (Hong Kong) Limited. Battersea was formed to acquire and develop the Battersea
Power Station site in London, United Kingdom, which is a strategic investment for the Group to expand its footprint
into a key international market for property development and investment.
278 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

13 Joint Ventures (continued)


The Group’s investments in joint ventures are as follows:

Group Battersea Others Total

31.12.2019

Share of results for the financial year (29,134) (767) (29,901)

Unquoted shares, at costs 2,614,685 89,252 2,703,937


Unrealised profit – (46,614) (46,614)
Share of post-acquisition reserves 73,114 (13,617) 59,497
Shareholder’s advances – 88,181 88,181

Carrying amount at the end of the financial year 2,687,799 117,202 2,805,001

31.12.2018

Share of results for the financial period (7,710) (40,596) (48,306)

Unquoted shares, at costs 2,391,230 72,465 2,463,695


Unrealised profit – (46,614) (46,614)
Share of post-acquisition reserves 100,957 (28,699) 72,258
Shareholder’s advances – 84,681 84,681

Carrying amount at the end of the financial period 2,492,187 81,833 2,574,020

Share of post-acquisition losses in excess of the cost of investment in a joint venture amounting to RM23.6 million was
reclassified to accumulated impairment losses on amount due from the joint venture (see Note 26(a)).

The Company’s investments in joint ventures are as follows:

Company

31.12.2019 31.12.2018

Unquoted shares, at costs 125 125


Shareholder’s advance 28,785 28,785
Accumulated impairment losses (28,910) –

Carrying amount at the end of the financial year/period – 28,910

The shareholder’s advance to joint venture is unsecured and interest free with no fixed term of repayment.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 279

13 Joint Ventures (continued)


a. Material joint venture to the Group

Summarised financial information

The information below reflects the amounts presented in the consolidated financial statements of Battersea, adjusted
for differences in accounting policies between the Group and the joint venture.

i. The summarised consolidated statements of comprehensive income of Battersea are as follows:

Financial Financial
year ended period ended
31.12.2019 31.12.2018

Revenue 1,732,586 113,300


Depreciation and amortisation (11,504) (5,976)
Finance income 977 374
Finance cost (5,254) (2,411)

Loss before taxation (92,923) (11,993)


Taxation 20,088 (7,282)

Loss for the financial year/period (72,835) (19,275)

Share of results (29,134) (7,710)

Revenue for the current financial year include a major transaction where the variable consideration element
has yet to meet the revenue recognition criteria.

ii. The summarised consolidated statements of financial position of Battersea are as follows:

31.12.2019 31.12.2018

Non-current assets 369,596 291,642

Current assets
Cash and cash equivalents 947,068 285,857
Inventories 10,174,789 11,365,418
Other current assets 753,956 541,848

11,875,813 12,193,123

Non-current liabilities
Financial liabilities (excluding payables) 3,455,499 4,248,226
Other non-current liabilities 35,421 34,681

3,490,920 4,282,907
280 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

13 Joint Ventures (continued)


a. Material joint venture to the Group (continued)

Summarised financial information (continued)

ii. The summarised consolidated statements of financial position of Battersea are as follows: (continued)

31.12.2019 31.12.2018

Current liabilities
Financial liabilities (excluding payables) 444,322 8,184
Other current liabilities 1,590,670 1,963,206

2,034,992 1,971,390

Net assets 6,719,497 6,230,468

iii. Reconciliation of the summarised financial information presented to the carrying amount of the Group’s interest
in Battersea is as below:

31.12.2019 31.12.2018

Net assets
At the beginning of the financial year/period 6,230,468 5,320,904
Total comprehensive income/(loss) for the financial year/period (72,835) (19,275)
Additional allotment during the financial year/period 426,155 973,677
Exchange differences 135,709 (44,838)

At the end of the financial year/period 6,719,497 6,230,468

Group’s interest in the joint venture 40% 40%

Carrying amount at the end of the financial year/period 2,687,799 2,492,187

b. Share of capital commitments and contingent liabilities

The Group’s share of capital commitments are as follows:

31.12.2019 31.12.2018

Approved and contracted for purchase of land for property development 114,063 111,679

There are no contingent liabilities relating to the Group’s interest in the joint ventures. The Group’s commitments
in relation to its joint ventures are disclosed in Note 38(b)(ii).
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 281

14 Associates
The Group’s interest in the associates, their respective principal activities and countries of incorporation are shown in
Note 44.

In the opinion of the Directors, the Group has no associate which is individually material as at 31 December 2019.

The Group’s and the Company’s investments in associates are as follows:


Group

Financial Financial
year ended period ended
31.12.2019 31.12.2018

Share of results 53 940


Share of other comprehensive (loss)/income (351) 776

Share of total comprehensive (loss)/income for the financial year/period (298) 1,716

Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Unquoted shares, at costs 36,803 36,803 36,600 36,600


Share of post-acquisition reserves 94,975 97,074 – –
Shareholder’s advance 10,163 9,419 10,163 9,419
Accumulated impairment losses (2,804) (2,804) (1,746) (1,626)

Carrying amount at the end of the financial year/


period 139,137 140,492 45,017 44,393

The shareholder’s advance to an associate is unsecured and bears interest at a rate of 7.65% (31 December 2018: 7.65%)
per annum. The advance is considered as part of the Group’s and the Company’s investment in the associate.

Share of capital commitments and contingent liabilities

There are neither capital commitment nor contingent liabilities relating to the Group’s interest in the associates.
282 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

15 Finance Income
Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Finance income arising from:


– subsidiaries – – 91,522 104,079
– a joint venture 1,425 736 – –
– an associate 772 375 772 375
– banks and other financial institutions 13,888 9,416 4,002 2,338
– accretion of interest on contract assets
[Note 28(a)] 105,157 54,948 – –

121,242 65,475 96,296 106,792

16 Finance Costs
Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Finance costs charged by:


– banks and other financial institutions 44,939 23,476 1,963 11,304
– non-controlling interest 7,315 3,939 – –
– lease liabilities 4,320 – 619 –
– subsidiaries – – 722 1,457
– others 5,928 9,685 2,608 300
Accretion of interest on payables [Note 34(a)] 4,840 2,460 – –

67,342 39,560 5,912 13,061

Islamic financing distribution payment:


– Syndicated Islamic term financing 56,821 30,005 – –
– others 51,136 16,922 22,354 11,418

107,957 46,927 22,354 11,418

Total finance costs 175,299 86,487 28,266 24,479

Less interest capitalised in:


– inventories [Note 27] (152,388) (34,689) – –

Net finance costs 22,911 51,798 28,266 24,479

The Group’s weighted average capitalisation rate is 5.0% (financial period ended 31 December 2018: 4.0%) per annum.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 283

17 Taxation
Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Income tax:
In respect of current financial year/period
– Malaysian income tax 173,616 83,137 28,005 21,937
– foreign income tax 48 942 – –

In respect of prior financial years


– Malaysian income tax (550) 188,170 (13,013) 34,709
– foreign income tax – 5 – –

Total income tax 173,114 272,254 14,992 56,646

Deferred tax: [Note 25]


– origination and reversal of temporary differences (18,088) (32,055) (9,330) (662)
– write-down due to changes in tax legislation – 26,413 – –
– (over)/under provision in prior financial years (80,237) 6,421 – –

Total deferred tax (credit)/expense (98,325) 779 (9,330) (662)

Total taxation 74,789 273,033 5,662 55,984

There was no tax on other comprehensive income/(losses) of the Group and the Company for the financial year (financial
period ended 31 December 2018: RM Nil).

Tax reconciliation
Reconciliation from tax at applicable tax rate to tax expense are as follows:

Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Profit/(Loss) before taxation 665,670 (38,146) 560,359 98,118


Less:
Share of results of:
– joint ventures [Note 13] 29,901 48,306 – –
– associates [Note 14] (53) (940) – –

695,518 9,220 560,359 98,118


284 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

17 Taxation (continued)
Tax reconciliation (continued)

Reconciliation from tax at applicable tax rate to tax expense are as follows: (continued)

Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Applicable tax 159,658 4,611 134,486 23,548


Effect of tax incentives and income not subject
to tax:
– single tier and tax exempt dividends – – (141,679) (52,608)
– gain on disposal of property, plant and
equipment (36,449) – – –
– others (236) (2,736) (409) –
Effect of expenses not deductible for tax
purposes:
– impairment losses on amounts due from
subsidiaries – – 222 578
– impairment losses on amounts due from joint
ventures 3,270 – 8,931 –
– impairment losses on investment in
subsidiaries, joint ventures and associates – – 13,712 47,695
– provision on obligation in relation to a
property disposed 11,186 4,104 –
– others 14,623 1,860 3,412 2,062
Deferred tax assets not recognised in respect of
current financial year’s/period’s tax losses 8,862 44,912 – –
Recognition of previously unrecognised temporary
differences (5,338) (727) – –
Deferred tax asset written down due to changes in
tax legislation – 26,413 – –
(Over)/Under provision in prior period/years (80,787) 194,596 (13,013) 34,709

Taxation for the financial year/period 74,789 273,033 5,662 55,984

Applicable tax rate (%) 17.0 – 30.0 17.0 – 30.0 24.0 24.0

Effective tax rate (%) 10.8 2,961.3 1.0 57.1

The applicable tax of the Group represents the applicable taxes of all companies under the Group based on their
respective domestic tax rate.

The tax expenses of the Group and of the Company include the reversal of tax provision in prior period by the Company
and certain subsidiaries following the finalisation and settlement of some of the tax audit by the Inland Revenue Board
(“IRB”) in the current financial year.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 285

18 Earnings Per Share


Basic earnings per share attributable to owners of the Company are computed as follows:

Group

Financial Financial
year ended period ended
31.12.2019 31.12.2018

Profit/(Loss) for the financial year/period 598,531 (318,700)

Number of ordinary shares in issue (thousand) 6,800,839 6,800,839

Basic earnings/(loss) per share (sen) 8.8 (4.7)

The basic and diluted earnings per share is the same as there is no potential ordinary shares in issue as at the end of
the financial year/period.

19 Dividends
Group/ Company

Financial Financial
year ended period ended
31.12.2019 31.12.2018

In respect of the financial year ended 31 December 2019, a first interim single tier
dividend of 1.0 sen per ordinary share which was paid on 22 October 2019. 68,008 –
In respect of the financial period ended 31 December 2018, an interim single tier
dividend of 1.0 sen per ordinary share which was paid on 26 April 2019. 68,009 –
In respect of the financial year ended 30 June 2018, a second interim single tier
dividend of 3.0 sen per ordinary share which was paid on 26 October 2018. – 204,025

136,017 204,025

The Board of Directors has on 26 February 2020, declared a second interim single tier dividend in respect of the financial
year ended 31 December 2019 of 2.0 sen per ordinary share amounting to RM136.0 million. The second interim dividend
is payable on 20 April 2020 to shareholders whose names appeared in the Record of Depositors and Register of Members
of the Company at the close of business on 31 March 2020.

The Board of Directors do not recommend the payment of any final dividend for the financial year ended 31 December
2019.
286 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

20 Property, Plant and Equipment


Vehicles,
Freehold Leasehold Plant and equipment Work in
Group land land Buildings machinery and fixtures progress Total

31.12.2019

At the end of the previous financial


period 58,619 31,845 494,956 4,151 49,172 1,702 640,445
Effects of the adoption of MFRS 16
[Note 45] – 22,997 99 – – – 23,096

At the beginning of the financial year 58,619 54,842 495,055 4,151 49,172 1,702 663,541
Additions – 731 4,910 639 4,792 5,818 16,890
Disposals – – (8,532) – (157) – (8,689)
Write-off – – – (21) (88) – (109)
Depreciation [Notes 8 & 10] – (1,745) (18,735) (1,889) (12,919) – (35,288)
Exchange differences – – (57) (2) (2) – (61)

At the end of the financial year 58,619 53,828 472,641 2,878 40,798 7,520 636,284

Cost 58,619 56,726 696,638 41,594 179,610 7,520 1,040,707


Accumulated depreciation – (2,898) (220,297) (38,666) (138,812) – (400,673)
Accumulated impairment losses – – (3,700) (50) – – (3,750)

Carrying amount at the end of the


financial year 58,619 53,828 472,641 2,878 40,798 7,520 636,284

31.12.2018

At the beginning of the financial


period 60,978 84,632 522,678 5,818 55,596 5,457 735,159
Additions – – 1,395 99 1,393 641 3,528
Disposals (412) – (2,158) (70) (211) – (2,851)
Write-off – – (71) – (184) (48) (303)
Transferred to non-current assets
held for sale (1,950) (53,404) (22,417) (732) (831) – (79,334)
Reclassification – – 4,347 – – (4,347) –
Depreciation [Notes 8 & 10] – (703) (9,857) (988) (6,668) – (18,216)
Exchange differences 3 1,320 1,039 24 77 (1) 2,462

At the end of the financial period 58,619 31,845 494,956 4,151 49,172 1,702 640,445

Cost 59,147 32,998 702,862 41,788 178,152 1,702 1,016,649


Accumulated depreciation – (1,153) (204,206) (37,585) (128,708) – (371,652)
Accumulated impairment losses (528) – (3,700) (52) (272) – (4,552)

Carrying amount at the end of the


financial period 58,619 31,845 494,956 4,151 49,172 1,702 640,445
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 287

20 Property, Plant and Equipment (continued)


Vehicles,
equipment Work in
Company Building and fixtures progress Total

31.12.2019

At the end of the previous financial period – 3,301 – 3,301


Effects of the adoption of MFRS 16 [Note 45] 19,053 – – 19,053

At the beginning of the financial year 19,053 3,301 – 22,354


Additions – 2,861 194 3,055
Depreciation [Notes 8 & 10] (9,526) (1,433) – (10,959)

At the end of the financial year 9,527 4,729 194 14,450

Cost 19,053 41,098 194 60,345


Accumulated depreciation (9,526) (36,369) – (45,895)

Carrying amount at the end of the financial year 9,527 4,729 194 14,450

31.12.2018

At the beginning of the financial period – 3,498 – 3,498


Additions – 434 – 434
Depreciation [Notes 8 & 10] – (631) – (631)

At the end of the financial period – 3,301 – 3,301

Cost – 38,237 – 38,237


Accumulated depreciation – (34,936) – (34,936)

Carrying amount at the end of the financial period – 3,301 – 3,301


288 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

20 Property, Plant and Equipment (continued)


a. Right-of-use assets

Right-of-use assets included in property, plant and equipment are as follows:

Group Company

Leasehold
land Buildings Total Buildings Total

31.12.2019

At the beginning of the financial year,


following the adoption of MFRS 16 54,842 306,031 360,873 19,053 19,053
Additions 731 4,447 5,178 – –
Depreciation (1,745) (9,609) (11,354) (9,526) (9,526)
Exchange differences – (58) (58) – –

At the end of the financial year 53,828 300,811 354,639 9,527 9,527

Cost 56,724 434,275 490,999 19,053 19,053


Accumulated depreciation (2,896) (129,764) (132,660) (9,526) (9,526)
Accumulated impairment losses – (3,700) (3,700) – –

Carrying amount at the end of the


financial year 53,828 300,811 354,639 9,527 9,527

The Company’s right-of-use asset is leased from a subsidiary company.

b. Assets pledged as security

As at 31 December 2019, property, plant and equipment of certain subsidiaries with a total carrying amount of
RM72.7 million (31 December 2018: RM74.6 million) were pledged as security for borrowings of the Group (see
Note 35(e)(iii)).

c. Additions of property, plant and equipment


Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Additions 16,890 3,528 3,055 434


Financed by lease liabilities (5,178) – – –

Total cash outflow 11,712 3,528 3,055 434


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 289

21 Investment Properties
Freehold Leasehold Work in
Group land land Buildings progress Total

31.12.2019

At the beginning of the financial year 47,060 16,181 254,314 326,651 644,206
Additions – – 78,103 75,269 153,372
Impairment losses – – (9,811) – (9,811)
Transferred to inventories [Note 27] (3,395) – – – (3,395)
Reclassified from provisions [Note 37] – – (22,268) – (22,268)
Reclassification – (7,712) 7,712 – –
Depreciation [Notes 8 & 10] – (207) (16,072) – (16,279)
Exchange differences – – (40) – (40)

At the end of the financial year 43,665 8,262 291,938 401,920 745,785

Cost 43,665 13,214 394,919 401,920 853,718


Accumulated depreciation – (1,586) (63,237) – (64,823)
Accumulated impairment losses – (3,366) (39,744) – (43,110)

Carrying amount at the end of the financial


year 43,665 8,262 291,938 401,920 745,785

31.12.2018

At the beginning of the financial period 45,528 8,166 206,514 345,753 605,961
Additions – – – 53,084 53,084
Disposals – – (10,685) – (10,685)
Impairment losses – – (1,223) – (1,223)
Reclassification 1,532 8,246 62,408 (72,186) –
Depreciation [Notes 8 & 10] – (231) (2,807) – (3,038)
Exchange differences – – 107 – 107

At the end of the financial period 47,060 16,181 254,314 326,651 644,206

Cost 47,060 36,135 293,938 326,651 703,784


Accumulated depreciation – (10,088) (38,401) – (48,489)
Accumulated impairment losses – (9,866) (1,223) – (11,089)

Carrying amount at the end of the financial


period 47,060 16,181 254,314 326,651 644,206
290 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

21 Investment Properties (continued)


a. Right-of-use assets

Right-of-use assets included in investment properties are as follows:

Leasehold
Group land Buildings Total

31.12.2019

At the beginning of the financial year 16,181 37,904 54,085


Additions – 78,103 78,103
Reclassified from provisions [Note 37] – (22,268) (22,268)
Reclassification (7,712) – (7,712)
Depreciation (207) (10,322) (10,529)
Exchange differences – (40) (40)

At the end of the financial year 8,262 83,377 91,639

Cost 13,214 116,582 129,796


Accumulated depreciation (1,586) (10,995) (12,581)
Accumulated impairment losses (3,366) (22,210) (25,576)

Carrying amount at the end of the financial year 8,262 83,377 91,639

b. Fair Value

The fair value of the Group’s investment properties are as follows:

31.12.2019 31.12.2018

Owned Right-of-use
assets assets Total Total

Level 2 586,651 129,073 715,724 1,514,555


Level 3 273,177 94,594 367,771 341,076

859,828 223,667 1,083,495 1,855,631

There are no quoted prices in active market for identical properties. Therefore, no property is measured at Level
1 of the fair value hierarchy. The properties measured at Level 2 and Level 3 are determined as follows:

i. Level 2 – measured by reference either to the valuation by independent professionally qualified valuers or the
open market value of properties in the vicinity. The key input under this approach is the price per square foot
from sales of comparable properties.

ii. Level 3 – valued by independent professionally qualified valuers based on the rental the properties are expected
to achieve, the location, size and condition of the properties and taking into consideration the outgoings such
as quit rent and assessment, utilities, repair and maintenance including other general expenses.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 291

21 Investment Properties (continued)


c. Assets pledged as security

As at 31 December 2019, investment properties of certain subsidiaries with a total carrying amount of RM144.6
million (31 December 2018: RM148.1 million) were pledged as security for borrowings of the Group (see Note 35(e)
(iii)).

d. Additions of investment properties


Group

Financial Financial
year ended period ended
31.12.2019 31.12.2018

Additions 153,372 53,084


Financed by lease liabilities (78,103) –

Total cash outflow 75,269 53,084

e. Operating leases
Rental income generated from and direct operating expenses incurred on the Group’s investment properties are as
follows:

Financial Financial
year ended period ended
31.12.2019 31.12.2018

Rental income 38,823 20,048


Direct operating expenses, before depreciation
and amortisation (35,406) (5,869)

The maturity analysis of the undiscounted rental payments is as follows:

31.12.2019 Group

Rental payments due


– not later than 1 year 35,906
– later than 1 year and not later than 2 years 22,738
– later than 2 years and not later than 3 years 23,588
– later than 3 years and not later than 4 years 17,262
– later than 4 years and not later than 5 years 2,820
– later than 5 years 53,363

155,677

The above rental payments exclude leases secured for an investment property currently under construction.
292 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

22 Subsidiaries
The Group’s effective equity interest in the subsidiaries, their respective principal activities and countries of incorporation
are shown in Note 44.

Company

31.12.2019 31.12.2018

Unquoted shares:
At cost 7,934,720 5,677,725
Accumulated impairment losses (1,195,772) (1,100,394)

6,738,948 4,577,331
Contribution to a subsidiary 23,485 23,485

Carrying amount at the end of the financial year/period 6,762,433 4,600,816

During the financial year ended 31 December 2019, the Company increased its investment in subsidiaries by RM2,373.5
million (financial period ended 31 December 2018: RM385.6 million) via capital injections of RM436.5 million (financial
period ended 31 December 2018: RM385.6 million) and capitalisation of amounts due from subsidiaries of RM1,937.0
million (financial period ended 31 December 2018: RM Nil).

In addition, a wholly-owned subsidiary had undertaken a capital reduction exercise in May 2019 where the following
assets of the subsidiary were distributed and novated to the Company:
a. RM32.5 million in cash; and
b. RM66.1 million in the form of amount due from another wholly-owned subsidiary of the Company.

Movements in accumulated impairment losses are as follows:

Company

31.12.2019 31.12.2018

At the beginning of the financial year/period 1,100,394 901,663


Impairment losses 28,102 198,731
Reclassified from accumulated impairment losses on amounts due from subsidiaries
following the increase in investment in those subsidiaries through debt
capitalisation [Note 26(c)] 72,351 –
Liquidation of subsidiaries (5,075) –

At the end of the financial year/period 1,195,772 1,100,394

The contribution to a subsidiary has no fixed term of repayment and any repayment is at the discretion of the subsidiary
upon notification by the subsidiary to the Company.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 293

23 Investments
Quoted Unquoted
Group/Company shares shares Total

31.12.2019

At the beginning of the financial year 2,328 56,911 59,239


Net changes in fair value:
– credited to other comprehensive income – (420) (420)
– charged to profit or loss (31) – (31)

At the end of the financial year 2,297 56,491 58,788

31.12.2018

At the beginning of the financial period 3,951 35,500 39,451


Net changes in fair value:
– credited to other comprehensive income – 21,411 21,411
– charged to profit or loss (1,623) – (1,623)

At the end of the financial period 2,328 56,911 59,239

24 Intangible Assets
Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

At the beginning of the financial year/period 3,454 3,964 3,104 3,539


Additions 2,247 448 2,238 448
Write-off – (22) – –
Amortisation [Notes 8 & 10] (1,558) (936) (1,477) (883)

At the end of the financial year/period 4,143 3,454 3,865 3,104

Cost 26,969 24,722 24,877 22,639


Accumulated amortisation (22,826) (21,268) (21,012) (19,535)

Carrying amount at the end of the financial


year/period 4,143 3,454 3,865 3,104

The intangible assets for the Group and the Company comprise mainly computer software.
294 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

25 Deferred Tax
Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Deferred tax assets 579,376 487,225 22,677 13,347


Deferred tax liabilities (163,713) (170,175) – –

415,663 317,050 22,677 13,347

The amount of deductible temporary differences, which have no expiry dates, and unutilised tax losses for which no
deferred tax asset is recognised in the statements of financial position are as follows:

Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Unutilised tax losses expiring within 6 to 7 years 234,252 109,086 – –


Deductible temporary differences 200,415 310,897 – –

434,667 419,983 – –

Deferred tax assets not recognised 104,320 100,796 – –

In accordance with the provision in Finance Act 2018 in Malaysia, the unutilised tax losses are available for utilisation
in the next seven years, for which, any excess at the end of the seventh year, will be disregarded. Deferred tax assets
have not been recognised in respect of temporary differences and unutilised tax losses because it is probable that the
future taxable profits of certain loss-making subsidiaries would not be available against which the tax losses and
temporary differences can be utilised.

The Group has recognised deferred tax assets amounting to RM87.9 million (31 December 2018: RM133.9 million) arising
from the unutilised tax losses of subsidiaries which are loss-making during the financial year, based on future taxable
profits expected to be generated by these subsidiaries. The future taxable profits are estimated based on the expected
future profits arising from these subsidiaries’ property development projects and other income.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 295

25 Deferred Tax (continued)


The components and movements of the deferred tax assets and liabilities during the financial year/period are as follows:

Tax
losses and
Property, Allowance unabsorbed
plant and Contract and capital
Group equipment Inventories assets provision allowances Others Total

31.12.2019

At the beginning of the financial year 5,777 300,864 (180,984) 53,382 118,218 19,793 317,050
Credited/(Charged) to profit or loss:
[Note 17]
– origination/(reversal) of temporary
differences 168 23,315 (11,978) 27,353 (21,342) 572 18,088
– over/(under) provision in prior
financial years (16) 60,126 – 17,733 2,394 – 80,237
Exchange differences 1 307 – – (20) – 288

At the end of the financial year 5,930 384,612 (192,962) 98,468 99,250 20,365 415,663

31.12.2018

At the beginning of the financial period (1,533) 287,729 (155,203) 42,375 125,298 19,242 317,908
Credited/(Charged) to profit or loss:
[Note 17]
– origination/(reversal) of temporary
differences 841 15,913 (15,508) 12,051 18,886 (128) 32,055
– write-down/(writeback) due to
changes in tax legislation 6,480 (7,414) – (1,043) (24,436) – (26,413)
– over/(under) provision in prior
financial years 6 4,635 (10,273) (1) (1,467) 679 (6,421)
Exchange differences (17) 1 – – (63) – (79)

At the end of the financial period 5,777 300,864 (180,984) 53,382 118,218 19,793 317,050
296 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

25 Deferred Tax (continued)


The components and movements of the deferred tax assets and liabilities during the financial year/period are as follows:
(continued)

Tax
losses and
Property, Allowance unabsorbed
plant and and capital
Company equipment Inventories provision allowances Total

31.12.2019

At the beginning of the financial year (214) 3,473 8,178 1,910 13,347
(Charged)/Credited to profit or loss:
[Note 17]
– (reversal)/origination of temporary
differences (89) 9,542 1,787 (1,910) 9,330

At the end of the financial year (303) 13,015 9,965 – 22,677

31.12.2018

At the beginning of the financial period (289) 3,850 7,555 1,569 12,685
Credited/(Charged) to profit or loss:
[Note 17]
– origination/(reversal) of temporary
differences 75 (377) 623 341 662

At the end of the financial period (214) 3,473 8,178 1,910 13,347
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 297

26 Receivables
Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Non-current
Amounts due from:
– joint ventures [note (a)] 88,000 88,000 59,000 59,000
– subsidiaries [note (b)] – – 1,275,552 2,912,773

88,000 88,000 1,334,552 2,971,773


Accumulated impairment losses on: [note (c)]
– amounts due from a joint venture (37,210) – (37,210) –
– amounts due from subsidiaries – – (8,000) (20,572)

50,790 88,000 1,289,342 2,951,201

Current
Trade receivables 521,038 590,860 25,953 29,823
Other receivables 73,681 89,690 19,456 20,690
Deposits 75,355 66,185 5,231 4,039
GST recoverable 35,826 49,245 454 454
Amounts due from:
– joint ventures [note (a)] 42,338 49,247 6,311 5,857
– subsidiaries [note (b)] – – 455,412 872,405

748,238 845,227 512,817 933,268


Accumulated impairment losses on: [note (c)]

– trade receivables (65,796) (53,714) – –


– other receivables (47,899) (50,398) (15,631) (15,222)
– amounts due from joint ventures (5,832) (4,536) (4,536) (4,536)
– amounts due from subsidiaries – – (152,756) (211,609)

(119,527) (108,648) (172,923) (231,367)

628,711 736,579 339,894 701,901

Total receivables 679,501 824,579 1,629,236 3,653,102

Credit quality of financial assets

Trade receivables that are neither past due nor impaired are amounts due from a large number of customers comprise
substantially property purchasers with financing facilities from reputable end-financiers. In respect of property purchasers
with no end-financing facilities, ownership and rights to the properties revert to the Group and to the Company in the
event of default.
298 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

26 Receivables (continued)
Trade receivables also include amounts due from tenants and golf club members. Amounts due from tenants are secured
with deposits paid by tenants prior to occupancy of premises and rentals paid in advance. Amounts due from golf club
members are those with good payment track records with the Group. The management monitors closely the trade
receivables which are past due with outstanding balances exceeding the security deposits.

Other receivables and amounts due from joint ventures and subsidiaries which are not impaired are monitored closely.

a. Amounts due from joint ventures

The amounts due from joint ventures are unsecured, repayable on demand and are non-interest bearing except for
the following:

Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Amounts due from joint ventures


Interest bearing 122,500 122,500 59,000 59,000

Accumulated impairment losses


Impairment losses [Note 12] (14,921) – (37,210) –
Reclassified from investment in joint ventures
[Note 13] (23,585) – – –

(38,506) – (37,210) –
83,994 122,500 21,790 59,000

Non-current
Due later than 1 year 50,790 88,000 21,790 59,000

Current
Due not later than 1 year 33,204 34,500 – –

83,994 122,500 21,790 59,000

The amounts due from joint ventures of the Group and the Company bear interest at fixed rates ranging from 5.0%
to 8.0% (31 December 2018: 5.0% to 8.0%) per annum.

b. Amounts due from subsidiaries

The amounts due from subsidiaries are unsecured, repayable on demand and are non-interest bearing except for
an amount of RM1,145.0 million (31 December 2018: RM3,343.1 million) which bears interest at 4.66% (31 December
2018: 5.13%) per annum.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 299

26 Receivables (continued)
c. Movements in accumulated impairment losses

Movements in accumulated impairment losses on receivables are as follows:

12 – month Lifetime
Group ECL ECL Total

31.12.2019

At the beginning of the financial year 12,128 96,520 108,648


Impairment losses on:
– trade and other receivables 410 10,369 10,779
– amounts due from a joint venture – 14,921 14,921
Reversal of impairment losses on trade and other receivables (543) (855) (1,398)
Reclassified from investment in joint venture [Note 13] – 23,585 23,585
Write-off (24) – (24)
Exchange differences 161 65 226

At the end of the financial year 12,132 144,605 156,737

Gross carrying amount at the end of the financial year 213,394 622,844 836,238

Carrying value net of ECL at the end of the financial year 201,262 478,239 679,501

31.12.2018

At the beginning of the financial period 12,465 72,018 84,483


Impairment losses on trade and other receivables 361 26,152 26,513
Reversal of impairment losses on trade and other receivables (699) (344) (1,043)
Write-off – (1,306) (1,306)
Exchange differences 1 – 1

At the end of the financial period 12,128 96,520 108,648

Gross carrying amount at the end of the financial period 299,561 633,666 933,227

Carrying value net of ECL at the end of the financial period 287,433 537,146 824,579
300 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

26 Receivables (continued)
c. Movements in accumulated impairment losses (continued)

Movements in accumulated impairment losses on receivables are as follows: (continued)

12 – month Lifetime
Company ECL ECL Total

31.12.2019

At the beginning of the financial year 773 251,166 251,939


Impairment losses on:
– trade and other receivables 409 – 409
– amounts due from subsidiaries – 926 926
– amounts due from a joint venture – 37,210 37,210
Reclassified to accumulated impairment losses on cost of
investment in subsidiaries following the capitalisation of the
amount due from those subsidiaries [Note 22] – (72,351) (72,351)

At the end of the financial year 1,182 216,951 218,133

Gross carrying amount at the end of the financial year 25,141 1,822,228 1,847,369

Carrying value net of ECL at the end of the financial year 23,959 1,605,277 1,629,236

31.12.2018

At the beginning of the financial period 564 248,755 249,319


Impairment losses on:
– trade and other receivables 209 – 209
– amounts due from subsidiaries – 2,411 2,411

At the end of the financial period 773 251,166 251,939

Gross carrying amount at the end of the financial period 71,055 3,833,986 3,905,041

Carrying value net of ECL at the end of the financial period 70,282 3,582,820 3,653,102
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 301

27 Inventories
31.12.2019 31.12.2018 1.07.2018
Group (Restated) (Restated)

Non-current
Land held for property development [note (a)] 4,542,929 4,178,104 4,144,058

Current
Cost:
– completed development units 128,200 379,730 377,117
– finished goods, raw materials and consumable stores 1,722 1,563 1,470
Net realisable value:
– completed development units 404,586 491,551 458,375

534,508 872,844 836,962


Property development costs [note(b)] 1,455,335 1,701,673 1,798,443

1,989,843 2,574,517 2,635,405

Total inventories 6,532,772 6,752,621 6,779,463

Company

Non-current
Land held for property development [note (a)] 1,094,867 1,011,427 1,008,999

Current
Cost:
– completed development units 10,973 15,678 26,305
Net realisable value:
– completed development units 9,511 51,329 –

20,484 67,007 26,305


Property development costs [note(b)] 75,598 53,963 129,118

96,082 120,970 155,423

Total inventories 1,190,949 1,132,397 1,164,422

During the financial year, the Group and the Company recognised inventories cost of RM2,254.2 million (financial period
ended 31 December 2018: RM1,007.6 million) and RM218.5 million (financial period ended 31 December 2018: RM98.1
million), respectively, as cost of sales.
302 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

27 Inventories (continued)
The cost of sales included write-down of inventories to net realisable value by the Group and the Company of RM65.7
million (financial period ended 31 December 2018: RM110.9 million) and RM Nil (financial period ended 31 December
2018: RM4.7 million), respectively. In addition, a reversal of write-down totalling RM22.4 million by the Group was
credited into cost of sales (financial period ended 31 December 2018: RM Nil). The reversal was made following the
upward revision to the estimated net realisable value of certain inventories and the contracted selling price of a piece
of land in Queensland, Australia which is higher than its previously written down value.

a. Land held for property development


Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018


(Restated) (Restated)

At the beginning of the financial year/period 4,178,104 4,144,058 1,011,427 1,008,999


Additions 743,257 235,781 156,159 2,428
Write-down (24,999) – – –
Transferred from investment properties
[Note 21] 3,395 – – –
Transferred to property development costs
[note (b)] (356,828) (201,735) (72,719) –

At the end of the financial year/period 4,542,929 4,178,104 1,094,867 1,011,427

Land held for property development is analysed as follows:

31.12.2019 31.12.2018 1.07.2018


Group (Restated) (Restated)

Freehold land, at cost 1,522,185 1,575,748 1,620,298


Leasehold land, at cost 521,259 521,452 520,849
Development costs 2,499,485 2,080,904 2,002,911

4,542,929 4,178,104 4,144,058

Company

Freehold land, at cost 920,235 936,548 936,548


Development costs 174,632 74,879 72,451

1,094,867 1,011,427 1,008,999

As at 31 December 2019, certain land held for property development of the Group and of the Company with a
total carrying amount of RM348.9 million (31 December 2018: RM335.7 million) and RM39.9 million (31 December
2018: RM39.2 million) were pledged as security for borrowings of the Group and of the Company respectively (see
Note 35(e)(iii)).
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 303

27 Inventories (continued)
b. Property development costs
Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018


(Restated) (Restated)

At the beginning of the financial year/


period 2,820,985 3,258,832 143,770 162,833
Development costs incurred during the
financial year/period 1,144,689 681,470 105,491 56,278
Transferred from/(to):
– land held for property development
[note (a)] 356,828 201,735 72,719 –
– completed development units (8,061) (258,856) (2,251) (55,693)
Cost charged out in respect of completed
development during the financial year/
period (662,599) (1,059,752) (143,863) (19,648)
Exchange differences (2,844) (2,444) – –

At the end of the financial year/period 3,648,998 2,820,985 175,866 143,770

Less: Cost recognised in profit or loss


At the beginning of the financial year/
period (1,119,312) (1,460,389) (89,807) (33,715)
Costs recognised during the financial
year/period [Note 8] (1,730,186) (619,694) (154,324) (75,740)
Reversal of write-down 2,188 – – –
Write-off (9,723) (99,766) – –
Cost charged out in respect of completed
development during the financial year/
period 662,599 1,059,752 143,863 19,648
Exchange differences 771 785 – –

At the end of the financial year/period (2,193,663) (1,119,312) (100,268) (89,807)

Carrying amount at the end of the


financial year/period 1,455,335 1,701,673 75,598 53,963
304 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

27 Inventories (continued)
b. Property development costs

Property development costs is analysed as follows:

31.12.2019 31.12.2018 1.07.2018


Group (Restated) (Restated)

Freehold land, at cost 254,436 203,767 181,722


Leasehold land, at cost 51,339 52,189 53,739

305,775 255,956 235,461


Development costs 3,343,223 2,565,029 3,023,371
Costs recognised in profit or loss (2,193,663) (1,119,312) (1,460,389)

Carrying amount at the end of the financial year/period 1,455,335 1,701,673 1,798,443

Company

Freehold land, at cost 22,531 12,579 13,560


Development costs 153,335 131,191 149,273
Costs recognised in profit or loss (100,268) (89,807) (33,715)

Carrying amount at the end of the financial year/period 75,598 53,963 129,118

As at 31 December 2019, property development projects of certain subsidiaries with a total carrying amount of
RM318.0 million (31 December 2018: RM267.1 million) were charged as security for borrowings of the Group (see
Note 35(e)(iii)).

Included in the Group’s land held for property development and property development costs incurred during the financial
year are finance costs capitalised amounting to RM152.4 million (financial period ended 31 December 2018: RM34.7
million) (see Note 16).
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 305

28 Contract Assets and Contract Liabilities


Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Contract Assets
Contract assets from customers on concession
arrangement [note (a)] 1,530,072 1,588,268 – –
Contract assets from property development
[note (b)] 987,213 594,417 101,215 83,430

Carrying amount at the end of the financial


year/period 2,517,285 2,182,685 101,215 83,430

Non-current
Due later than 1 year 1,318,352 1,409,083 – –

Current
Due not later than 1 year 1,198,933 773,602 101,215 83,430

2,517,285 2,182,685 101,215 83,430

Contract Liabilities
Contract liabilities from property development
[note (b)] 92,892 203,971 16,989 7,362
Advance annual license fees on golf club
memberships 259,086 261,756 – –
Others 547 1,036 – –

Carrying amount at the end of the financial


year/period 352,525 466,763 16,989 7,362

Non-current
Due later than 1 year 251,623 256,231 – –

Current
Due not later than 1 year 100,902 210,532 16,989 7,362

352,525 466,763 16,989 7,362


306 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

28 Contract Assets and Contract Liabilities (continued)


a. Concession arrangement
Group

31.12.2019 31.12.2018

Revenue recognised to date 1,557,813 1,557,813


Accretion of discount 397,025 291,868
Progress billings to date (424,766) (261,413)

Carrying amount at the end of the financial year/period 1,530,072 1,588,268

Non-current
Construction contract 1,256,241 1,345,240
Supply of teaching equipment 62,111 63,843

1,318,352 1,409,083

Current
Construction contract 161,706 147,814
Supply of teaching equipment 50,014 31,371

211,720 179,185

Total 1,530,072 1,588,268

Contract assets from customers on concession arrangement represent revenue attributable to the concession
arrangement entered into by Sime Darby Property Selatan Sdn Bhd and its subsidiaries for the construction and
development of the Pagoh Education Hub (“the Project”). The Project is undertaken on a concession basis under
the concept of “Build-Lease-Maintain-Transfer”.

Under the Concession Agreements entered on 7 November 2012, the Group agreed to undertake the construction
works for Government of Malaysia (“GoM”), Universiti Tun Hussein Onn Malaysia (“UTHM”), International Islamic
University Malaysia (“IIUM”) and Universiti Teknologi Malaysia (“UTM”) over a period of three years, together with
the supply of teaching equipment. The construction commenced in May 2014. Upon completion of the construction
works on 2 May 2017, the campuses were handed over to GoM, UTHM, IIUM and UTM. Under the Concession
Agreements, the Group will maintain the facilities and infrastructures of the campuses for a period of twenty (20)
years.

In consideration of the construction works and the maintenance of the facilities, the Group will receive Availability
Charges and Asset Management Services Charges over the period of 20 years. Cost of teaching equipment will be
received over the first five years of the concession period. The consideration is allocated by reference to the relative
fair values of the construction works, asset management services and costs of teaching equipment, taking into
account the deferred payment arrangement.

The contract asset is pledged as security for borrowings of the Group (see Note 35(e)(iii)).
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 307

28 Contract Assets and Contract Liabilities (continued)


b. Property Development

The Group and the Company issue progress billings to purchasers when the billing milestones are attained and
recognise revenue when the performance obligation are satisfied.

The Group’s and the Company’s contract assets and contract liabilities relating to the sale of properties as of each
reporting period are as follows:

Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Contract assets 987,213 594,417 101,215 83,430


Contract liabilities (92,892) (203,971) (16,989) (7,362)

894,321 390,446 84,226 76,068

At the beginning of the financial year/


period 390,446 234,439 76,068 (876)
Revenue recognised during the financial
year/period 2,989,353 1,159,268 283,061 140,306
Progress billings during the financial
year/period (2,485,478) (1,003,261) (274,903) (63,362)

At the end of the financial year/period 894,321 390,446 84,226 76,068

The increase in contract assets was due to substantial construction work performed. The predetermined billing
milestones for those works are only achieved after the reporting date.

c. Unsatisfied performance obligations

The unsatisfied performance obligations at the end of the reporting period are expected to be recognised in the
following periods:

Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Within 1 year 1,152,351 1,089,866 21,258 191,881


Between 1 and 4 years 403,124 409,623 – 7,077

1,555,475 1,499,489 21,258 198,958


308 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

29 Cash Held Under Housing Development Accounts


The Group’s and the Company’s cash held under the Housing Development Accounts represent receipts from purchasers
of residential properties less payments or withdrawals provided under Section 7A of the Housing Developers (Control
and Licensing) Amendment Act 2002. The utilisation of these balances is restricted before completion of the housing
development projects and fulfillment of all relevant obligations to the purchasers, such that the cash could only be
withdrawn from such accounts for the purpose of completing the particular projects.

The interest rate of bank balances under Housing Development Accounts as at the end of the financial year ranges from
2.0% to 2.9% (31 December 2018: 2.2% to 2.9%) per annum.

30 Bank Balances, Deposits and Cash


Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Deposits with licensed banks 61,543 66,594 40,000 20,000


Cash at banks and in hand 225,089 238,978 59,308 125,614

Carrying amount at the end of the financial


year/period 286,632 305,572 99,308 145,614

Effective interest rate per annum as at the


end of the financial year/period: % % % %

Deposits with licensed banks 3.06 2.57 3.10 3.20

Deposits with licensed banks of certain subsidiaries with carrying amount of RM76.4 million (31 December 2018: RM63.3
million) were pledged as security for borrowings of the Group (see Note 35(e)(iii)).

31 Non-Current Assets Held for Sale


Group 31.12.2018

Non-current assets held for sale


– property, plant and equipment 79,519

The property, plant and equipment classified as assets held for sale as at 31 December 2018 were in relation to Darby
Park Executive Suites in Singapore and two bungalows in Penang.

The sale and purchase agreement for Darby Park Executive Suites was signed on 1 November 2018 and completed on
31 January 2019 for a consideration of SGD93.0 million. The Group registered a gain on disposal of SGD67.3 million
(equivalent to RM203.4 million).

The sale and purchase agreement for the two bungalows in Penang was signed on 19 December 2018 and completed
on 9 October 2019 for a consideration of RM33.5 million. The Group registered a gain on disposal of RM31.1 million.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 309

32 Share Capital
Group/Company

Number of shares
(thousand) Share capital

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Issued and fully paid up:


Ordinary shares
At the beginning/end of the financial year/period 6,800,839 6,800,839 6,800,839 6,800,839

33 Non-controlling Interests
In the opinion of the Directors, the subsidiaries of the Group that have non-controlling interests which are material to
the Group as at 31 December 2019 are as follows:

Place of
Name of subsidiaries business

Sime Darby Brunsfield Holding Sdn Bhd (“SDBH”) Malaysia


Sime Darby Property Selatan Sdn Bhd (“SDPS”) Malaysia

The profit, comprehensive income and net assets attributable to owners of non-controlling interests are as follows:

Material
non-controlling
interests Others Total

Financial year ended 31.12.2019

(Loss)/Profit for the financial year (10,901) 3,251 (7,650)


Other comprehensive loss for the financial year (865) (70) (935)

Total comprehensive (loss)/income for the financial year (11,766) 3,181 (8,585)

Net assets 199,807 28,489 228,296

Financial period ended 31.12.2018

Profit/(Loss) for the financial period 11,032 (3,511) 7,521


Other comprehensive (loss)/income for the financial period (839) 122 (717)

Total comprehensive income/(loss) for the financial period 10,193 (3,389) 6,804

Net assets 211,573 25,308 236,881


310 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

33 Non-controlling Interests (continued)


Summarised financial information

i. The summarised consolidated statements of comprehensive income of each subsidiary that has non-controlling
interests that are material to the Group are as follows:

SDBH SDPS Total

Financial year ended 31.12.2019

Revenue 85,034 53,200 138,234

(Loss)/Profit for the financial year (58,348) 31,095 (27,253)


Other comprehensive loss for the financial year (2,162) – (2,162)

Total comprehensive (loss)/income for the financial year (60,510) 31,095 (29,415)

Attributable to non-controlling interests:


– (loss)/profit for the financial year (23,339) 12,438 (10,901)
– other comprehensive loss (865) – (865)

– total comprehensive (loss)/income (24,204) 12,438 (11,766)

Financial period ended 31.12.2018

Revenue 51,217 38,976 90,193

Profit for the financial period 21,555 6,025 27,580


Other comprehensive loss for the financial period (2,098) – (2,098)

Total comprehensive income for the financial period 19,457 6,025 25,482

Attributable to non-controlling interests:


– profit for the financial period 8,622 2,410 11,032
– other comprehensive loss (839) – (839)

– total comprehensive income 7,783 2,410 10,193


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 311

33 Non-controlling Interests (continued)


Summarised financial information (continued)

ii. The summarised consolidated statements of financial position of each subsidiary that has non-controlling interests
that are material to the Group are as follows:

SDBH SDPS Total

31.12.2019

Non-current assets 374,487 1,320,399 1,694,886


Current assets 737,232 383,147 1,120,379
Non-current liabilities (1,016,540) (854,224) (1,870,764)
Current liabilities (132,694) (312,289) (444,983)

Net (liabilities)/assets (37,515) 537,033 499,518

Proportion of equity held by non-controlling interests (%) 40% 40%

Non-controlling interests (15,006) 214,813 199,807

31.12.2018

Non-current assets 344,375 1,410,716 1,755,091


Current assets 816,687 333,030 1,149,717
Non-current liabilities (477,354) (923,919) (1,401,273)
Current liabilities (660,713) (313,890) (974,603)

Net assets 22,995 505,937 528,932

Proportion of equity held by non-controlling interests (%) 40% 40%

Non-controlling interests 9,198 202,375 211,573


312 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

33 Non-controlling Interests (continued)


Summarised financial information (continued)

iii. The summarised consolidated statements of cash flows of each subsidiary that has non-controlling interests that
are material to the Group are as follows:

SDBH SDPS Total

Financial year ended 31.12.2019

Cash (used in)/from operations (25,959) 123,165 97,206


Tax refund 864 663 1,527

Net cash (used in)/from operating activities (25,095) 123,828 98,733


Net cash from/(used in) investing activities 1,500 (169) 1,331
Net cash from/(used in) financing activities 30,746 (108,878) (78,132)

Net increase in cash and cash equivalents 7,151 14,781 21,932


Cash and cash equivalents at the beginning of the
financial year 15,725 80,115 95,840
Exchange differences (35) – (35)

Cash and cash equivalents at the end of the financial year 22,841 94,896 117,737

Financial period ended 31.12.2018

Cash (used in)/from operations (43,505) 63,436 19,931


Tax paid (1,171) (4,023) (5,194)

Net cash (used in)/from operating activities (44,676) 59,413 14,737


Net cash from investing activities 105 2,220 2,325
Net cash from/(used in) financing activities 15,567 (73,932) (58,365)

Net decrease in cash and cash equivalents (29,004) (12,299) (41,303)


Cash and cash equivalents at the beginning of the
financial period 44,771 92,414 137,185
Exchange differences (42) – (42)

Cash and cash equivalents at the end of the financial period 15,725 80,115 95,840

The information above represents amounts after Group adjustments.


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 313

34 Payables
Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Non-current
Trade payables 81,375 86,767 – –

Current
Trade payables [note (a)] 985,381 1,004,694 57,739 67,391
Other payables 152,631 177,326 9,214 7,639
Accruals 166,015 121,388 42,653 25,992
Amounts due to subsidiaries [note (b)] – – 142,008 267,033

1,304,027 1,303,408 251,614 368,055

Total payables 1,385,402 1,390,175 251,614 368,055

a. Trade payables

Credit terms of trade payables range from 30 days to 60 days (31 December 2018: 30 days to 60 days) except for
the following amount owing to a contractor of Pagoh Education Hub, which is on a deferred payment term.

Group

31.12.2019 31.12.2018

Work performed to date 99,601 99,601


Accretion of discount 12,372 7,532
Progress billing to date (22,544) (13,106)

89,429 94,027

Non-current
Due later than 1 year 81,375 86,767

Current
Due not later than 1 year 8,054 7,260

89,429 94,027
314 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

34 Payables (continued)
b. Amounts due to subsidiaries
The amounts due to subsidiaries are unsecured, interest free and repayable on demand, except for an amount of
RM67.2 million as at 31 December 2018 which bore interest at 5.13% per annum.

Movements in the amounts due to subsidiaries are as follows:

Company

31.12.2019 31.12.2018

At the beginning of the financial year/period 267,033 341,014


Set-off on liquidation of subsidiaries (14,531) –
Repayment to subsidiaries (110,494) (73,981)
Interest expense 722 1,457
Interest paid (722) (1,457)

At the end of the financial year/period 142,008 267,033


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 315

35 Borrowings (continued)
Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Non-current
Term loans [note (a)]
– secured 545,949 185,436 – –
– unsecured – 49,000 – –
Islamic financing – secured [note (b)] 968,589 744,678 497,092 500,000
Syndicated Islamic term financing
– secured [note (c)] 693,935 765,567 – –
Amounts due to non-controlling interests
– unsecured [note (d)] 199,667 180,540 – –

2,408,140 1,925,221 497,092 500,000

Current
Term loans [note (a)]
– secured 15,010 102,901 – –
– unsecured 49,155 186,119 – 94,705
Islamic financing – secured [note (b)] 90,137 52,297 1,272 1,055
Revolving credits – unsecured 560,745 940,618 – –
Syndicated Islamic term financing
– secured [note (c)] 76,624 63,572 – –
Amounts due to non-controlling interests
– unsecured [note (d)] 4,476 2,309 – –

796,147 1,347,816 1,272 95,760

Total borrowings 3,204,287 3,273,037 498,364 595,760

Secured 2,390,244 1,914,451 498,364 501,055


Unsecured 814,043 1,358,586 – 94,705

Total borrowings 3,204,287 3,273,037 498,364 595,760


316 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

35 Borrowings (continued)
Movements in the borrowings are as follows:

Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

At the beginning of the financial year/period 3,273,037 2,542,352 595,760 807,421


Long-term borrowings:
– raised 717,498 115,934 – –
– repaid (404,590) (110,376) – (41,865)
Incidental costs (2,908) – (2,908) –
Short-term borrowings (net) (380,000) 724,500 (94,500) (170,000)
Finance costs 160,211 74,342 24,317 22,722
Finance costs paid (158,961) (73,715) (24,305) (22,518)

At the end of the financial year/period 3,204,287 3,273,037 498,364 595,760

a. Term Loans
Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Secured 560,959 288,337 – –


Unsecured 49,155 235,119 – 94,705

Total 610,114 523,456 – 94,705

The maturity periods are as follows:


– Less than 1 year 64,165 289,020 – 94,705
– Between 1 and 2 years 37,000 61,000 – –
– Between 2 and 5 years 271,199 173,436 – –
– More than 5 years 237,750 – – –

Total 610,114 523,456 – 94,705

The term loans of the Group are secured by way of charges over certain property, plant and equipment, investment
properties, land held for property development and property development costs.

b. Islamic financing – Secured

Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

The maturity periods are as follows:


– Less than 1 year 90,137 52,297 1,272 1,055
– Between 1 and 2 years 239,608 64,990 66,031 –
– Between 2 and 5 years 397,466 330,296 199,546 201,000
– More than 5 years 331,515 349,392 231,515 299,000

Total 1,058,726 796,975 498,364 501,055


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 317

35 Borrowings (continued)
b. Islamic financing – Secured (continued)

The Islamic financing facilities of the Group and of the Company are secured by way of:

i. legal charge over certain land of the subsidiaries;

ii. specific debenture incorporating fixed and floating charges over project assets and properties of certain
subsidiaries;

iii. assignment of rights, titles, profits and benefits under project contracts and proceeds from projects and
insurance; and

iv. subordination of shareholders advances of certain subsidiaries.

c. Syndicated Islamic term financing – Secured

The Syndicated Islamic term financing consist of four facilities with facility limit of RM895.4 million to four
subsidiaries in which the Group has 60% equity interest. The facilities are repayable over 24 semi-annual instalments
commencing no later than 36 months from their respective first drawdown dates.

Group

31.12.2019 31.12.2018

The maturity periods are as follows:


– Less than 1 year 76,624 63,572
– Between 1 and 2 years 80,586 71,632
– Between 2 and 5 years 241,758 241,758
– More than 5 years 371,591 452,177

Total 770,559 829,139

The Syndicated Islamic term financing are secured by way of:

i. a first ranking debenture incorporating fixed and floating charges over all present and future assets of the
four subsidiaries. The carrying value of these assets including cash and bank balances as at 31 December 2019
is RM1,670.9 million (31 December 2018: RM1,706.9 million);

ii. legal assignment over all of the four subsidiaries’ rights, titles, interest and benefits of the pre-completion
and post-completion as and when executed;

iii. legal assignment over all of the four subsidiaries’ rights, titles, interest and benefits under Takaful and insurance;

iv. legal assignment over all of the four subsidiaries’ rights, titles, interests and benefits under the performance
bonds/guarantees for the project;

v. second legal charge over the shares of the four subsidiaries; and

vi. deed of subordinations to subordinate all shareholders’ present and future financing/advances to the four
subsidiaries provided that the four subsidiaries may repay the shareholders’ advances if the distribution payment
conditions are met before and after such payment or repayment.
318 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

35 Borrowings (continued)
d. Amounts due to non-controlling interests
Amounts due to non-controlling interests relate to unsecured shareholders’ advances, in proportion to their respective
shareholdings in the subsidiaries. The amount included in current is repayable on demand whilst the amount included
in non-current is repayable at the discretion of the shareholder with 12 months notice or other terms of repayment
as agreed by both the subsidiary and the shareholder.

e. Other information on borrowings


Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018


% per % per % per % per
annum annum annum annum

i. Islamic financing

The average effective distribution


payments are as follows:
– Islamic financing 4.44 4.59 4.38 4.53
– Syndicated Islamic term financing 7.00 7.00 – –

ii. Conventional financing

The average effective interest rates are


as follows:
– Term loans 4.52 4.56 – 4.16
– Revolving credits 3.84 4.18 – –
– Amounts due to non-controlling
interests 4.67 5.12 – –

iii. Secured financing


As at 31 December 2019, borrowings amounting to RM2,390.2 million (31 December 2018: RM1,914.5 million)
and RM498.4 million (31 December 2018: RM501.1 million) were secured by fixed and floating charges over
the assets of the Group and the Company, respectively.

The carrying amounts of assets that the Group and the Company have been pledged as collateral for the
borrowings are as follows:

Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Property, plant and equipment [Note 20] 72,719 74,578 – –


Investment properties [Note 21] 144,630 148,112 – –
Inventories
– Land held for property development
[Note 27(a)] 348,861 335,684 39,905 39,197
– Property development cost [Note 27(b)] 318,011 267,068 – –
Contract assets [Note 28] 1,530,072 1,588,268 – –
Other assets 140,778 118,593 – –

2,555,071 2,532,303 39,905 39,197


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 319

36 Lease liabilities
31.12.2019 Group Company

At the beginning of the financial year, following the adoption


of MFRS 16 [Note 45(a)(ii)] 23,096 19,053
Additions 83,281 –
Finance cost 4,320 619
Repaid (18,484) (9,947)
Exchange differences (501) –

At the end of the financial year 91,712 9,725

Non-current
Due later than 1 year 74,042 –

Current
Due not later than 1 year 17,670 9,725

91,712 9,725

The underlying assets of the lease liabilities are included in property, plant and equipment and investment properties
in Notes 20 and 21. Lease contracts are typically entered for fixed periods and the terms are negotiated on an individual
basis and contains a wide range of different terms and conditions. The maturity periods of the lease liabilities are shown
in Note 42(b).

The lease liabilities of the Company is in relation to a rental of office building from its subsidiary.

a. Leases not included in lease liabilities


Short-term leases, leases of low-value assets and variable lease payments are not included in lease liabilities. Details
of these leases which are charged to profit or loss in the current financial year are as follows:

Financial year ended 31.12.2019 Group Company

Short-term leases 4,970 966


Leases of the low-value assets 830 517
5,800 1,483
320 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

36 Lease liabilities (continued)


b. Total cash outflow

The total cash outflow for leases are as follows:

Financial year ended 31.12.2019 Group Company


Included in cashflow used in operating activities
Lease payments associated with
– short-term leases 4,970 966
– leases of low-value assets 830 517

Included in cashflow used in financing activities


Finance cost 4,320 619
Principal portion of the lease liabilities 14,164 9,328

Total cash outflow 24,284 11,430

37 Provisions
Obligation in Relocation,
relation to construction
a property and security Defects
Group disposed costs liability Total

31.12.2019

At the beginning of the financial year 54,627 49,435 4,761 108,823


Additions 65,801 22,939 817 89,557
Reclassified to investment properties [Note 21] (22,268) – – (22,268)
Utilised – (1,167) (238) (1,405)
Exchange differences 1,172 22 – 1,194

At the end of the financial year 99,332 71,229 5,340 175,901

Non-current 99,332 – – 99,332


Current – 71,229 5,340 76,569

99,332 71,229 5,340 175,901

31.12.2018

At the beginning of the financial period 29,609 40,501 5,393 75,503


Additions 24,142 9,684 – 33,826
Utilised – (749) (632) (1,381)
Exchange differences 876 (1) – 875

At the end of the financial period 54,627 49,435 4,762 108,823

Current 54,627 49,435 4,761 108,823


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 321

37 Provisions (continued)
a. Obligation in relation to a property disposed

The provision is in relation to an undertaking arrangement entered on the disposal of a property with the purchaser
in financial year 2017.

During the financial year, part of the undertaking has been converted into a leaseback arrangement. As such,
provision amounting to RM22.3 million has been reclassified to investment properties as impairment losses of the
right to use the underlying asset for the lease term.

b. Relocation, construction and security costs

The provision for relocation, construction and security costs are made following contractual obligations in relation
to property development projects.

c. Defects liability

The provision is in relation to the obligation to rectify defects for properties that have been handed over and are
still within the defect liability period.

38 Contingent Liabilities and Commitments


a. Contingent Liabilities

i. Claim against Sime Darby Property (Ara Damansara) Sdn Bhd (formerly known as Sime Darby Ara Damansara
Development Sdn Bhd) (“SDPAD”)

A civil suit has been commenced by 72 purchasers of Ara Hill (“Plaintiffs”) against SDPAD, claiming, general
and specific damages of approximately RM39.8 million and specific performance arising from SDPAD’s alleged
breaches of the terms of the sale and purchase agreements and the provisions of various statutes including,
the Uniform Building By-Laws 1984 and the Street, Drainage and Building Act 1974.

The Plaintiffs alleged that the breaches by SDPAD have, amongst others, caused delays in the delivery of strata
titles, which caused the Plaintiffs to suffer loss and damage, including indirect losses (which have not been
proven by the Plaintiffs). The dispute was referred to mediation and the parties explored possible settlement
proposals. However, the parties were unable to reach a global settlement. The trial commenced on 16 April
2018 and further trial dates have been fixed in May and June 2020.

The Plaintiffs’ claim is divided into various allegations leveled against SDPAD. These claims and allegations
have yet to be proven by the Plaintiffs and it would be speculative, at this juncture, to ascertain SDPAD’s
potential liability to the Plaintiffs in respect of this civil suit.
322 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

38 Contingent Liabilities and Commitments (continued)


a. Contingent Liabilities (continued)

ii. Arbitration between Bumimetro Construction Sdn Bhd (“BCSB”) v Sime Darby Property (KL East) Sdn Bhd
(formerly known as Sime Darby Melawati Development Sdn Bhd) (“SDPKE”)

BCSB (“Claimant”), the main contractor of a development in Melawati, Mukim Setapak, Wilayah Persekutuan
Kuala Lumpur (“Project”) has referred disputes arising from the Project and the construction contract (“Contract”)
with SDPKE (“Respondent”) to arbitration, pursuant to the Letter of Acceptance/Contract by issuing a notice
of arbitration (“Notice”) on 20 September 2018. In the Notice, the Claimant is claiming for specific damages
of approximately RM40 million. The Respondent had disputed the claims by the Claimant, in its written response
to the Notice (“Response”) on 22 October 2018.

The parties have filed its Statement of Claim, Statement of Defence and Counterclaim and replies thereto.

The arbitration proceedings will be held in accordance with the rules of the Asian International Arbitration
Centre before a single arbitrator. The hearing which was scheduled to commence on 2 March 2020 has been
postponed to 15 June 2020.

Solicitors for the Respondent are of the view that there are tenable grounds on the positions taken by the
Respondent in resisting the claim. However, these grounds would have to be assessed in detail when full
documentation is disclosed in the proceedings. The Respondent’s chances of success are closely linked to the
Project Architect’s advice given/position taken during their administration of the Contract as well as evidence
to be given during the proceedings.

b. Commitments

i. Capital commitments

Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Authorised capital expenditure not


provided for in the financial statements:

Contracted:
– property, plant and equipment 10,524 17 2,270 –
– investment properties 37,016 122,773 – –
– intangible assets 938 – 938 –

48,478 122,790 3,208 –


Not contracted:
– property, plant and equipment 34,338 19,377 10,895 –
– investment properties 105,960 – – –
– intangible assets 1,203 – – –

189,979 142,167 14,103 –


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 323

38 Contingent Liabilities and Commitments (continued)


b. Commitments (continued)

ii. Commitment in relation to joint venture:

Pursuant to the Subscription and Shareholders’ Agreement, which is reiterated through Letters of Undertaking
issued by the shareholders of Battersea Project Holding Company Limited (“Battersea”) to Battersea, the
shareholders are committed to subscribe for shares in Battersea in proportion to their respective shareholdings
when a capital call is made for the purpose of ensuring Battersea and its subsidiaries are able to meet their
respective funding obligations. The Group’s portion of the commitment as at 31 December 2019 is estimated
up to GBP140.0 million (equivalent to RM754.3 million) (31 December 2018: GBP143.9 million, equivalent to
RM759.1 million).

The Board of Directors has also authorised the subscription of shares in Sime Darby Property MIT Development
Sdn Bhd (formerly known as Sime Darby MIT Development Sdn Bhd) in proportion to the Group’s shareholding
in the joint venture. As at 31 December 2019, the limit of equity injection authorised is RM70.0 million
(31 December 2018: RM86.7 million).

39 Segment Information – Group


During the financial year, the Group has combined the Property Investment and Concession Arrangement which have
similar economic characteristic as a single operating segment. Following the reorganisation, the Group has there (3)
main business segments – property development, property investment and leisure and hospitality.

The strategic business units offer different products and services, and are managed separately by each Chief Operating
Officer. The Senior Management of the Group reviews the operations and performance of the respective business
segments on a regular basis and their respective performances are as follows:

Property development Development of residential, commercial and industrial properties

Property investment Leasing of properties, and provision of assets and management services

Leisure and hospitality Provision of golf, hotel and other recreational facilities and services

Transactions between segments are carried out on agreed terms between both parties. The effects of such intersegment
transactions are eliminated on consolidation. The measurement basis and classification are consistent with those adopted
in the previous financial period.
324 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

39 Segment Information – Group (continued)


a. Segment results
Leisure Corporate
Property Property and and
Financial year ended 31.12.2019 development investment hospitality elimination Total

Segment revenue:
External 3,000,970 88,389 90,635 – 3,179,994
Inter-segment 371 9,965 3,673 (14,009) –

3,001,341 98,354 94,308 (14,009) 3,179,994


Cost of sales (2,268,454) (64,395) (61,030) 6,149 (2,387,730)

Gross profit 732,887 33,959 33,278 (7,860) 792,264


Other operating income 9,228 59 413 – 9,700
Selling and marketing expenses (112,361) (5,914) (1,488) – (119,763)
Administrative and other expenses (166,539) (24,622) (58,346) 7,860 (241,647)

Operating profit/(loss) 463,215 3,482 (26,143) – 440,554


Share of results of joint ventures and
associates (31,383) 1,535 – – (29,848)

Segment result 431,832 5,017 (26,143) – 410,706


Other (losses)/gains (13,989) (34,693) 205,315 – 156,633

Profit/(loss) before interest and taxation 417,843 (29,676) 179,172 – 567,339

Included in segment result are:


Depreciation and amortisation (13,816) (18,876) (20,433) – (53,125)
Impairment losses on trade and other
receivables (4,017) (6,710) (52) – (10,779)
Reversal of impairment losses on
receivables 983 331 84 – 1,398
Write-down of inventories (65,687) – – – (65,687)
Reversal of write-down of inventories 22,369 – – – 22,369
Write-off of:
– property, plant and equipment – – (109) – (109)
– property development expenditure (9,723) – – – (9,723)

Included in other gains/(losses) are:


Gain on disposal of property, plant
and equipment 2 31,108 215,122 – 246,232
Impairment losses on
– investment properties – – (9,811) – (9,811)
– amounts due from a joint venture (14,921) – – – (14,921)
Provision on obligation for property
disposed – (65,801) – – (65,801)
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 325

39 Segment Information – Group (continued)


a. Segment results (continued)
Leisure Corporate
Property Property and and
Financial period ended 31.12.2018 development investment hospitality elimination Total

Segment revenue:
External 1,165,202 56,641 47,302 – 1,269,145
Inter-segment 122 5,089 76 (5,287) –

1,165,324 61,730 47,378 (5,287) 1,269,145


Cost of sales (1,011,795) (33,394) (32,468) 212 (1,077,445)

Gross profit 153,529 28,336 14,910 (5,075) 191,700


Other operating income 4,395 176 228 – 4,799
Selling and marketing expenses (43,882) (223) (1,156) – (45,261)
Administrative and other expenses (101,430) (12,006) (29,013) 5,075 (137,374)

Operating profit/(loss) 12,612 16,283 (15,031) – 13,864


Share of results of joint ventures and
associates (1,574) 822 – (46,614) (47,366)

Segment result 11,038 17,105 (15,031) (46,614) (33,502)


Other (losses)/gains (2,969) (18,508) 3,156 – (18,321)

Profit before interest and taxation 8,069 (1,403) (11,875) (46,614) (51,823)

Included in segment result are:


Depreciation and amortisation (7,324) (3,897) (10,969) – (22,190)
Impairment losses on receivables (26,118) (324) (71) – (26,513)
Reversal of impairment losses on
receivables 471 405 167 – 1,043
Write-down of inventories (110,871) – – – (110,871)
Write-off of:
– property, plant and equipment (239) – (64) – (303)
– property development expenditure (99,766) – – – (99,766)

Included in other gains/(losses) are:


Gain on disposal of:
– property, plant and equipment 8 – 3,160 – 3,168
– investment properties – 5,640 – – 5,640
Impairment losses on investment
properties (1,223) – – – (1,223)
Provision on obligation for property
disposed – (24,142) – – (24,142)

Included in share of results of associates


are:
Impairment losses on associates (367) – – – (367)
326 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

39 Segment Information - Group (continued)


b. Segment assets and liabilities and additions to non-current assets

Leisure Corporate
Property Property and and
development investment hospitality elimination Total

31.12.2019

Segment assets:
Operating assets 9,333,152 2,570,431 590,648 (558,786) 11,935,445
Joint ventures and associates 2,746,022 244,730 – (46,614) 2,944,138

12,079,174 2,815,161 590,648 (605,400) 14,879,583

Segment liabilities:
Liabilities 994,682 975,329 502,603 (558,786) 1,913,828

Additions to non-current assets are as


follows:
– capital expenditure 753,266 159,343 3,157 – 915,766
– additions to interests in joint ventures 170,462 16,750 – – 187,212

923,728 176,093 3,157 – 1,102,978

31.12.2018

Segment assets:
Operating assets 9,267,748 2,661,718 594,169 (748,760) 11,774,875
Joint ventures and associates 2,526,873 234,253 – (46,614) 2,714,512
Non-current assets held for sale – 1,950 77,569 – 79,519
11,794,621 2,897,921 671,738 (795,374) 14,568,906

Segment liabilities:
Liabilities 1,178,896 967,988 567,637 (748,760) 1,965,761

Additions to non-current assets are as


follows:
– capital expenditure 238,135 53,942 764 – 292,841
– additions to interests in joint ventures 389,471 25,250 – – 414,721

627,606 79,192 764 – 707,562


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 327

39 Segment Information – Group (continued)


Capital expenditure consists of the following:

Financial Financial
year ended period ended
31.12.2019 31.12.2018
(Restated)

Property, plant and equipment 16,890 3,528


Investment properties 153,372 53,084
Inventories – land held for property development 743,257 235,781
Intangible assets 2,247 448

915,766 292,841

Segment by geography

Revenue by location of customers and the Group’s operations are analysed as follows:

Financial Financial
year ended period ended
31.12.2019 31.12.2018

Malaysia 3,157,341 1,236,433


Australia 9,334 29,399
Singapore 11,919 2,519
Vietnam 880 489
United Kingdom 520 305

3,179,994 1,269,145

Non-current assets, other than financial instruments and deferred tax assets, by location of the Group’s operations are
analysed as follows:

31.12.2019 31.12.2018
(Restated)

Malaysia 7,396,530 7,024,218


United Kingdom 2,701,556 2,505,952
Singapore 86,754 51,967
Vietnam 6,675 7,424
Australia 116 243

10,191,631 9,589,804
328 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

39 Segment Information – Group (continued)


Reconciliation of non-current assets, other than financial instruments and deferred tax assets to the total non-current
assets are as follows:

31.12.2019 31.12.2018
(Restated)

Non-current assets other than financial instruments and deferred tax assets 10,191,631 9,589,804
Investments 58,788 59,239
Deferred tax assets 579,376 487,225
Receivables 50,790 88,000

10,880,585 10,224,268

Reconciliation of segment assets and liabilities to total assets and total liabilities are as follows:

Assets Liabilities

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Segment total 14,879,583 14,568,906 1,913,828 1,965,761


Tax assets/liabilities 602,710 547,451 322,460 431,159
Borrowings – – 3,204,287 3,273,037
Lease liabilities – – 91,712 –

Total 15,482,293 15,116,357 5,532,287 5,669,957

During the financial year ended 31 December 2019, included in the Group’s revenue is an one-off land sale amounting
to RM112.5 million (financial period ended 31 December 2018: RM154.1 million) to a single customer.

40 Related Parties
Significant related party transactions and balances other than as disclosed elsewhere in the financial statements are set
out below:

Group

Financial Financial
year ended period ended
31.12.2019 31.12.2018

a. Transactions between subsidiaries and significant non-controlling interest:


Turnkey construction works rendered to Sime Darby Brunsfield Holding Sdn
Bhd and its subsidiaries (“SDBH Group”) by Brunsfield Engineering Sdn Bhd,
a company in which Tan Sri Dato’ Dr Ir Gan Thian Leong (“Tan Sri Dato’ Gan”)
and Encik Mohamad Hassan Zakaria (“Encik Hassan”) are substantial
shareholders (77,906) (58,841)
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 329

40 Related Parties (continued)


Significant related party transactions and balances other than as disclosed elsewhere in the financial statements are set
out below: (continued)

b. Transactions with shareholders and Government:

Permodalan Nasional Berhad (“PNB”) and the funds managed by its subsidiary, Amanah Saham Nasional Berhad
(“ASNB”), together own 56.8% as at 31 December 2019 of the issued share capital of the Company. PNB is an
entity controlled by the Malaysian Government through Yayasan Pelaburan Bumiputra (“YPB”). The Group considers
that, for the purpose of MFRS 124 – Related Party Disclosures, YPB and the Malaysian Government are in the
position to exercise significant control over it. As a result, the Malaysian Government and Malaysian Government’s
controlled bodies (collectively referred to as Government-related entities) are related parties of the Group and of
the Company.

Transactions entered by the Group and the Company with shareholders and Government-related entities include
purchase of raw materials, placement of bank deposits and use of public utilities and amenities. All the transactions
entered into by the Group and the Company with the Government-related entities are conducted in the ordinary
course of the Group’s and of the Company’s businesses on negotiated terms or terms comparable to those with
other entities that are not Government-related.

Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

b. Transactions with shareholders and


Government:

Yayasan Sime Darby


– Contribution paid to Yayasan Sime
Darby (20,000) (10,000) (13,000) (10,000)

Sime Darby Berhad Group


– Annual branding royalty fee (2,000) (2,000) (2,000) (2,000)

Sime Darby Plantation Berhad Group


– Rental income 5,988 3,781 2,300 1,305

c. Transactions with a joint venture

– Sale of land to Sime Darby Property


MIT Development Sdn Bhd (formerly
known as Sime Darby MIT
Development Sdn Bhd) – 154,086 – –
330 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

40 Related Parties (continued)


Significant related party transactions and balances other than as disclosed elsewhere in the financial statements are set
out below: (continued)

Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

d. Transactions with Directors, key management


personnel and their close family members

Remuneration of Directors and key


management personnel
– salaries, fees and other emoluments 13,927 8,488 13,927 8,488
– defined contribution plan 1,636 1,046 1,636 1,046
– estimated monetary value of benefits by
way of usage of the Group’s and of the
Company’s assets 506 195 506 195
Sale of properties to Directors of the
Company 1,729 – – –
Sale of properties to key management
personnel of the Company 2,733 771 – –

Group

31.12.2019 31.12.2018

e. Outstanding balances with related parties


Amount due to non-controlling interest
Included in borrowings
Brunsfield Metropolitan Sdn Bhd 199,667 166,941
Tunas Selatan Pagoh Sdn Bhd 4,476 15,908

Included in payables
Brunsfield Metropolitan Sdn Bhd 90,230 90,230
Brunsfield Engineering Sdn Bhd 11,814 6,390

Other than as disclosed above, the significant outstanding balance with related parties are shown in Notes 13, 14,
22, 26, 34 and 36.

Other than as disclosed above, there were no material contracts subsisting as at 31 December 2019 or if not then
subsisting, entered into since the end of the previous financial year by the Company or its subsidiaries which involved
the interests of Directors or substantial shareholders.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 331

41 Financial Instruments
a. Financial instruments measured at fair value

In estimating the financial instruments carried at fair value, there are, in general, three different levels which can
be defined as follows:

Level 1 Quoted prices in active markets for identical assets or liabilities

Level 2 Valuation inputs (other than Level 1 input) that are observable for the asset or liability

Level 3 Valuation inputs that are not based on observable market data

If there are quoted market prices in active markets, these are considered Level 1. If such quoted market prices are
not available, fair value are determined using market prices for similar assets or present value techniques, applying
an appropriate risk-free interest rate adjusted for non-performance risk. The inputs used in present value techniques
are observable and fall into the Level 2 category. It is classified into the Level 3 category if significant unobservable
inputs are used.

The fair values of the Group’s and of the Company’s investments are categorised as follows:

Group/Company

31.12.2019 31.12.2018

Level 1 – quoted shares 2,297 2,328


Level 3 – unquoted shares 56,491 56,911

58,788 59,239

The quoted shares are measured at Level 1 of the fair value hierarchy, based on quoted prices of the shares in
active markets. Unquoted shares are measured at Level 3 of the fair value hierarchy. The fair values of the unquoted
shares are determined using valuation technique based on inputs other than quoted prices.

b. Financial instruments measured at amortised cost


Other than the financial liabilities disclosed below, the carrying amounts of the financial assets and liabilities
approximate their fair values due to the relative short term nature of the financial instruments.

Group Company

Carrying Fair Carrying Fair


amount value amount value

31.12.2019

Payables 1,385,402 1,387,446 251,614 251,614


Borrowings 3,204,287 3,264,557 498,364 498,364
Lease liabilities 91,712 92,547 9,725 9,735

31.12.2018

Payables 1,390,175 1,388,243 368,055 368,055


Borrowings 3,273,037 3,329,067 595,760 595,760
332 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

42 Financial Risk Management


The Group’s activities expose it to a variety of financial risks, including foreign exchange risk, price risk, interest rate
risk, credit risk, liquidity risk and cash flow risk. The policy on financial risk management is described in Note 6.

Details of each significant financial risk are as follows:

a. Interest rate risk


The percentages of fixed rate borrowings to the total borrowings are as follows:

Group Company

31.12.2019 31.12.2018 31.12.2019 31.12.2018

Fixed rate borrowings 775,035 845,046 – –


Floating rate borrowings 2,429,252 2,427,991 498,364 595,760

Total borrowings 3,204,287 3,273,037 498,364 595,760

Percentage of fixed rate borrowings over


total borrowings 24.2% 25.8% – –

The following table demonstrates the effect of changes in interest rate of floating rate borrowings. If the interest
rate increased by 25 basis points, with all variables held constant, the Group’s and the Company’s profit after
taxation and other comprehensive income will be lower by:

Group Company

Financial Financial Financial Financial


year ended period ended year ended period ended
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Profit after taxation/Other comprehensive


income 4,616 4,613 947 1,132
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 333

42 Financial Risk Management (continued)


Details of each significant financial risk are as follows: (continued)

b. Liquidity and cash flow risks

The undiscounted contractual cash flows of the Group’s and of the Company’s financial liabilities as at the end of
the reporting date are as follows:

On
demand Total Total
or within Between 1 Between 2 Above contractual carrying
Group 1 year and 2 years and 5 years 5 years cash flows amount

31.12.2019

Payables 1,169,068 88,105 87,123 98,265 1,442,561 1,385,402


Borrowings:
– principal 783,443 357,194 910,423 1,140,523 3,191,583 3,191,583
– interest 99,458 100,173 181,421 143,840 524,892 12,704
Lease liabilities 18,446 18,438 43,596 63,665 144,145 91,712

2,070,415 563,910 1,222,563 1,446,293 5,303,181 4,681,401

31.12.2018

Payables 1,166,158 60,765 109,495 106,319 1,442,737 1,390,175


Borrowings:
– principal 1,336,362 378,162 745,490 801,569 3,261,583 3,261,583
– interest 167,176 108,298 164,239 47,838 487,551 11,454

2,669,696 547,225 1,019,224 955,726 5,191,871 4,663,212

Company
31.12.2019

Payables 241,807 1,322 8,485 – 251,614 251,614


Borrowings:
– principal – 66,031 199,546 231,515 497,092 497,092
– interest 21,600 19,210 40,022 8,075 88,907 1,272
Lease liabilities 9,947 – – – 9,947 9,725

273,354 86,563 248,053 239,590 847,560 759,703

31.12.2018

Payables 367,766 13 276 – 368,055 368,055


Borrowings:
– principal 94,500 – 201,000 299,000 594,500 594,500
– interest 26,638 22,650 42,265 13,545 105,098 1,260

488,904 22,663 243,541 312,545 1,067,653 963,815


334 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

42 Financial Risk Management (continued)


Details of each significant financial risk are as follows: (continued)

c. Credit risk

The maximum exposure and collateral and credit enhancements are as follows:

Group Company
Collateral Collateral
Maximum and credit Maximum and credit
exposure enhancements exposure enhancements

31.12.2019

Net receivables 679,501 536,184 1,629,236 29,822


Contract assets 2,517,285 987,213 101,215 101,215
Cash held under Housing Development
Accounts 456,706 – 90,294 –
Bank balances, deposits and cash 286,632 – 99,308 –

3,940,124 1,523,397 1,920,053 131,037

31.12.2018

Net receivables 824,579 565,770 3,653,102 29,822


Contract assets 2,182,685 594,417 83,430 83,430
Cash held under Housing Development
Accounts 343,518 – 62,966 –
Bank balances, deposits and cash 305,572 – 145,614 –

3,656,354 1,160,187 3,945,112 113,252

43 Immediate and Ultimate Holding Companies


The Directors regard Permodalan Nasional Berhad as the Company’s immediate holding company and Yayasan Pelaburan
Bumiputra as the ultimate holding company. Both companies are incorporated in Malaysia.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 335

44 List of Subsidiaries, Joint Ventures and Associates


Subsidiaries, joint ventures and associates which are active as at 31 December 2019 are as follows:

Country of Group’s effective


Name of company Principal activities incorporation interest (%) Auditors

31.12.2019 31.12.2018

Subsidiaries
Harvard Golf Resort (Jerai) Leasing of clubhouse Malaysia 99.0 99.0 1
Berhad building and golf
course

Harvard Hotel (Jerai) Sdn Bhd Leasing of hotel building Malaysia 100.0 100.0 1

Impian Golf Resort Berhad Provision of golfing and Malaysia 100.0 100.0 1
sporting services

Kuala Lumpur Golf & Country Provision of golfing and Malaysia 100.0 100.0 1
Club Berhad sporting services and
property development

MVV Holdings Sdn Bhd Property development Malaysia 100.0 100.0 1

Sime Darby Brunsfield Property development Malaysia 60.0 60.0 1


Damansara Sdn Bhd and property
investment

Sime Darby Brunsfield Holding Property development Malaysia 60.0 60.0 1


Sdn Bhd and investment holding

Sime Darby Brunsfield Kenny Property development Malaysia 60.0 60.0 1


Hills Sdn Bhd

Sime Darby Brunsfield Property development Malaysia 60.0 60.0 1


Motorworld Sdn Bhd and investment holding

Sime Darby Brunsfield Property investment and Malaysia 60.0 60.0 1


Properties Holding Sdn Bhd property management
services

Sime Darby Brunsfield Resort Property development Malaysia 60.0 60.0 1


Sdn Bhd

Sime Darby Builders Sdn Bhd Property development Malaysia 100.0 100.0 1

Sime Darby Constant Skyline Property development Malaysia 100.0 100.0 1


Sdn Bhd

Sime Darby Nilai Utama Property development Malaysia 70.0 70.0 1


Sdn Bhd

Sime Darby Property (Ainsdale) Property development Malaysia 100.0 100.0 1


Sdn Bhd (formerly known as
Sime Darby Ainsdale
Development Sdn Bhd)
336 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

44 List of Subsidiaries, Joint Ventures and Associates (continued)


Subsidiaries, joint ventures and associates which are active as at 31 December 2019 are as follows: (continued)

Country of Group’s effective


Name of company Principal activities incorporation interest (%) Auditors

31.12.2019 31.12.2018

Subsidiaries (continued)

Sime Darby Property (Ampar Property investment Malaysia 100.0 100.0 1


Tenang) Sdn Bhd (formerly
known as Sime Darby Ampar
Tenang Sdn Bhd)
Sime Darby Property Property development Malaysia 100.0 100.0 1
(Ara Damansara) Sdn Bhd
(formerly known as Sime Darby
Ara Damansara Development
Sdn Bhd)
Sime Darby Property Property development Malaysia 100.0 100.0 1
(Bukit Jelutong) Sdn Bhd
(formerly known as Sime Darby
Augsburg (M) Sdn Bhd)
Sime Darby Property Property development and Malaysia 100.0 100.0 1
(Bukit Raja) Sdn Bhd (formerly property investment
known as Sime Darby USJ
Development Sdn Bhd)
Sime Darby Property (Bukit Property development Malaysia 100.0 100.0 1
Selarong) Sdn Bhd

Sime Darby Property Property development Malaysia 100.0 100.0 1


(Bukit Subang) Sdn Bhd
(formerly known as Sime Darby
Paralimni Sdn Bhd)
Sime Darby Property Property development Malaysia 100.0 100.0 1
(Bukit Tunku) Sdn Bhd

Sime Darby Property (Chemara) Property development Malaysia 100.0 100.0 1


Sdn Berhad (formerly known as
Sime Darby Chemara Sdn
Berhad)
Sime Darby Property (City of Property development Malaysia 100.0 100.0 1
Elmina) Sdn Bhd (formerly
known as Sime Darby Elmina
Development Sdn Bhd)
Sime Darby Property Property investment and Malaysia 100.0 100.0 1
(Convention Centre) Sdn Bhd development and
(formerly known as Stableford operation of a convention
Development Sdn Bhd) centre
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 337

44 List of Subsidiaries, Joint Ventures and Associates (continued)


Subsidiaries, joint ventures and associates which are active as at 31 December 2019 are as follows: (continued)

Country of Group’s effective


Name of company Principal activities incorporation interest (%) Auditors

31.12.2019 31.12.2018

Subsidiaries (continued)

Sime Darby Property (Golfhome) Property investment and Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as property development
Golfhome Development Sdn
Bhd)
Sime Darby Property (Golftek) Property investment and Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as property development
Golftek Development Sdn Bhd)
Sime Darby Property (Ironwood) Property investment and Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as property development
Ironwood Development Sdn
Bhd)
Sime Darby Property (KL East) Property development, Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as property management and
Sime Darby Melawati property investment
Development Sdn Bhd)
Sime Darby Property (Klang) Sdn Property development and Malaysia 100.0 100.0 1
Bhd provision of management
services

Sime Darby Property (KLGCC Property development Malaysia 100.0 100.0 1


Resort) Sdn Bhd (formerly
known as Sime Darby KLGCC
Development Sdn Bhd)
Sime Darby Property (Kulai) Sdn Property development Malaysia 100.0 100.0 1
Bhd (formerly known as Sime
Darby Kulai Development Sdn
Bhd)
Sime Darby Property (Lagong) Property investment and Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as property development
Sime Darby Landscaping Sdn
Bhd)
Sime Darby Property Property development Malaysia 100.0 100.0 1
(Lembah Acob) Sdn Bhd

Sime Darby Property (Lukut) Sdn Property investment and Malaysia 100.0 100.0 1
Bhd (formerly known as Sime property development
Darby Lukut Development Sdn
Bhd)
338 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

44 List of Subsidiaries, Joint Ventures and Associates (continued)


Subsidiaries, joint ventures and associates which are active as at 31 December 2019 are as follows: (continued)

Country of Group’s effective


Name of company Principal activities incorporation interest (%) Auditors

31.12.2019 31.12.2018

Subsidiaries (continued)

Sime Darby Property (Nilai Property development Malaysia 100.0 100.0 1


Realty) Sdn Bhd (formerly
known as Sime Darby
Properties Realty Sdn Bhd)
Sime Darby Property (Nilai) Sdn Property development, Malaysia 100.0 100.0 1
Bhd investment and provision
of property management
services

Sime Darby Property (Pagoh) Property development and Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as property investment
Sime Darby Pagoh
Development Sdn Bhd)
Sime Darby Property (Sabah) Property development and Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as investment holding
Sime Darby Properties Sabah
Sdn Bhd)
Sime Darby Property Property development and Malaysia 100.0 100.0 1
(Saujana Impian) Sdn Bhd property management
(formerly known as Sime Darby
Sungai Kantan Development
Sdn Bhd)
Sime Darby Property (Selangor) Property development Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as
Sime Darby Properties
(Selangor) Sdn Bhd)
Sime Darby Property (Serenia Property development Malaysia 100.0 100.0 1
City) Sdn Bhd (formerly known
as Sime Darby Serenia
Development Sdn Bhd)
Sime Darby Property (SJ7) Sdn Property development Malaysia 100.0 100.0 1
Bhd (formerly known as
Syarikat Perumahan Guthrie
Sdn Bhd)
Sime Darby Property (Subang) Property development, Malaysia 100.0 100.0 1
Sdn Bhd property management and
property investment

Sime Darby Property (Sungai Investment holding, Malaysia 100.0 100.0 1


Kapar) Sdn Bhd property development
and property investment
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 339

44 List of Subsidiaries, Joint Ventures and Associates (continued)


Subsidiaries, joint ventures and associates which are active as at 31 December 2019 are as follows: (continued)

Country of Group’s effective


Name of company Principal activities incorporation interest (%) Auditors

31.12.2019 31.12.2018

Subsidiaries (continued)

Sime Darby Property (USJ) Sdn Property development Malaysia 100.0 100.0 1
Bhd
Sime Darby Property (Utara) Sdn Property development and
Bhd property investment

Sime Darby Property Holdings Property investment and Malaysia 100.0 100.0 1
Sdn Bhd provision of property
management services

Sime Darby Property Property management Malaysia 100.0 100.0 1


Management Sdn Bhd services and property
investment holding

Sime Darby Property Selatan Property development, Malaysia 100.0 100.0 1


(Holding) Sdn Bhd (formerly property investment and
known as Sime Darby Johor investment holding
Development Sdn Bhd)
Sime Darby Property Selatan Investment holding and Malaysia 60.0 60.0 1
Sdn Bhd construction

Sime Darby Property Selatan Construction and assets Malaysia 60.0 60.0 1
Satu Sdn Bhd management services
under the concession
arrangement

Sime Darby Property Selatan Construction and assets Malaysia 60.0 60.0 1
Dua Sdn Bhd management services
under the concession
arrangement

Sime Darby Property Selatan Construction and assets Malaysia 60.0 60.0 1
Tiga Sdn Bhd management services
under the concession
arrangement
Sime Darby Property Selatan Construction and assets Malaysia 60.0 60.0 1
Empat Sdn Bhd management services
under the concession
arrangement

Sime Darby Property Urus Harta Investment holding and Malaysia 100.0 100.0 1
Sdn Bhd (formerly known as property management
Sime Darby Urus Harta Sdn Bhd) services

Sime Wood Industries Sdn Bhd Property investment and Malaysia 100.0 100.0 1
provision of property
management services
340 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

44 List of Subsidiaries, Joint Ventures and Associates (continued)


Subsidiaries, joint ventures and associates which are active as at 31 December 2019 are as follows: (continued)

Country of Group’s effective


Name of company Principal activities incorporation interest (%) Auditors

31.12.2019 31.12.2018

Subsidiaries (continued)

Superglade Sdn Bhd Project development Malaysia 60.0 60.0 1


services
The Glengowrie Rubber Property development Malaysia 78.7 78.7 1
Company Sdn Berhad

Darby Park (Management) Pte Property investment and Singapore 100.0 100.0 2
Ltd management of service
residences

Darby Park (Singapore) Pte Ltd Property investment and Singapore 100.0 100.0 2
management of service
residences

Sime Darby Property Singapore Property management and Singapore 100.0 100.0 2
Limited investment holding

Sime Darby Property (Vietnam) Investment holding Singapore 100.0 100.0 2


Pte Ltd

Sime Darby Property Real Estate Property management Singapore 100.0 100.0 2
Management Pte Ltd (formerly services
known as Sime Darby Real
Estate Management Pte Ltd)
OSC Sunrise Apartment Operation of service Vietnam 65.0 65.0 2
Company Limited (formerly residences
known as Darby Park (Vietnam)
Limited)
Sime Darby Property (Hong Investment holding Hong Kong 100.0 100.0 2
Kong) Limited SAR

OCI Management Pty Ltd Security and land care Australia 60.0 60.0 2
services

Sime Darby Australia Limited Investment holding Australia 100.0 100.0 2

Sime Darby Investments Pty Investment holding Australia 100.0 100.0 2


Limited

Sime Darby Serenity Cove Pty Property development Australia 60.0 60.0 2
Limited

Sime Darby Brunsfield Australia Investment holding British Virgin 60.0 60.0 4
Pte Ltd Islands

Sime Darby Property (London) Property investment United Kingdom 100.0 100.0 2
Limited (formerly known as holding
Sime Darby London Limited)
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 341

44 List of Subsidiaries, Joint Ventures and Associates (continued)


Subsidiaries, joint ventures and associates which are active as at 31 December 2019 are as follows: (continued)

Country of Group’s effective


Name of company Principal activities incorporation interest (%) Auditors

31.12.2019 31.12.2018

Joint ventures

PJ Midtown Development Sdn Property development Malaysia 30.0 30.0 1


Bhd
Sime Darby Property CapitaLand Property investment Malaysia 50.0 50.0 3
(Melawati Mall) Sdn Bhd
(formerly known as Sime Darby
CapitaLand (Melawati Mall)
Sdn Bhd)
Sime Darby Property MIT Property development and Malaysia 50.0 50.0 1
Development Sdn Bhd investment holding
(formerly known as Sime Darby
MIT Development Sdn Bhd)
Sime Darby Sunrise Property development Malaysia 50.0 50.0 1
Development Sdn Bhd

Aster Real Estate Investment Real estate investment Singapore 25.0 25.0 3
Trust 1

Battersea Project Holding Property development and Jersey 40.0 40.0 2


Company Limited investment holding

Battersea Power Station Development management United 40.0 40.0 2


Development Company Limited services Kingdom
Battersea Power Station Estates Property/residential sales United 40.0 40.0 2
Limited services Kingdom

Associates

Kuantan Pahang Holding Sdn Investment holding Malaysia 30.0 30.0 1


Bhd

Mostyn Development Sdn Bhd Property development Malaysia 30.0 30.0 3

Shaw Brothers (M) Sdn Bhd Investment holding Malaysia 36.0 36.0 3
342 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

44 List of Subsidiaries, Joint Ventures and Associates (continued)


Subsidiaries which are dormant/inactive as at 31 December 2019 are as follows:

Country of Group’s effective


Name of company incorporation interest (%) Auditors

31.12.2019 31.12.2018
Subsidiaries
Sime Darby Brunsfield Property Sdn Bhd Malaysia 70.0 70.0 1

Sime Darby Putra Heights Development Sdn Bhd Malaysia 100.0 100.0 1

Key Access Holdings Limited British Virgin 100.0 100.0 4


Islands

Vibernum Limited Guernsey 100.0 100.0 4

Robt Bradford Hobbs Savill Limited United 98.6 98.6 2


Kingdom

Robt Bradford & Co Limited United 100.0 100.0 2


Kingdom

The subsidiaries placed under members’ voluntary liquidation or deregistered during the financial year are as follows:

Country of Group’s effective


Name of company incorporation interest (%)

31.12.2019 31.12.2018
Subsidiaries
Sime Darby Building Management Services Sdn Bhd Malaysia – 100.0

Sime Darby Properties Builders Sdn Bhd Malaysia – 100.0

Wisma Sime Darby Sdn Berhad Malaysia – 100.0

Sime Darby Hotels Pty Ltd Australia – 100.0

Sime Darby Resorts Pty Ltd Australia – 100.0

Notes:

1. Subsidiaries, joint ventures and associates which are audited by PricewaterhouseCoopers PLT, Malaysia.

2. Subsidiaries, joint ventures and associates which are audited by member firms of PricewaterhouseCoopers International
Limited, which are separate and independent legal entities from PricewaterhouseCoopers PLT, Malaysia.

3. Joint ventures and associates which are audited by firms other than member firms of PricewaterhouseCoopers
International Limited.

4. No legal requirement to appoint auditors.


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 343

45 Adoption of MFRS 16 – Leases and Annual Improvements to MFRS 123 – Borrowing Costs
Eligible for Capitalisation
a. MFRS 16 – Leases

i. Adoption of MFRS 16

MFRS 16 was issued to replace MFRS 117 – Leases. It sets out the principles for the recognition, measurement,
presentation and disclosure of leases. It introduces a single lessee accounting model and requires a lessee to
recognise a right-of-use (“ROU”) asset representing its right to use the underlying leased asset for the lease
term and a lease liability representing its obligation to make lease payments.

The Group and the Company adopted MFRS 16 for leases previously classified as operating leases using the
modified retrospective approach without restating the comparatives. At the date of initial application on 1
January 2019, all lease liabilities are measured at the present value of the remaining lease payments discounted
using the incremental borrowing rate as at that date. All ROU assets are measured at an amount equal to the
lease liabilities, adjusted for any prepaid or accrued lease payments.

The Group and the Company have elected not to recognise ROU asset and lease liability for short-term leases
and leases for which the underlying asset is of low value.

ii. Impact of the adoption of MFRS 16

In applying MFRS 16, the Group and the Company applied the following practical expedients:

– the use of a single discount rate to a portfolio of leases with reasonably similar characteristics,

– reliance on previous assessments on whether leases are onerous,

– t he accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019
as short-term leases,

– the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial
application, and

– t he use of hindsight in determining the lease term where the contract contains options to extend or terminate
the lease.

Upon application as at 1 January 2019, the Group and the Company recognised both ROU assets and lease
liabilities of RM23.1 million and RM19.1 million respectively.
344 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

45 Adoption of MFRS 16 – Leases and Annual Improvements to MFRS 123 – Borrowing Costs
Eligible for Capitalisation (continued)
a. MFRS 16 – Leases (continued)

ii. Impact of the adoption of MFRS 16 (continued)

Reconciliation of Statement of Financial Position as at 1 January 2019 is as follows:

Effects of
At adoption of At
Group 31.12.2018 MFRS 16 1.1.2019

Non-current assets
Property, plant and equipment 640,445 23,096 663,541
Other non-current assets 9,583,823 – 9,583,823

10,224,268 23,096 10,247,364

Current assets 4,812,570 – 4,812,570

Non-current assets held for sale 79,519 – 79,519

Total assets 15,116,357 23,096 15,139,453

Total equity 9,446,400 – 9,446,400

Non-current liabilities
Lease liabilities – 22,945 22,945
Other non-current liabilities 2,438,394 – 2,438,394

2,438,394 22,945 2,461,339

Current liabilities
Lease liabilities – 151 151
Other current liabilities 3,231,563 – 3,231,563

3,231,563 151 3,231,714

Total liabilities 5,669,957 23,096 5,693,053

Total equity and liabilities 15,116,357 23,096 15,139,453


REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 345

45 Adoption of MFRS 16 – Leases and Annual Improvements to MFRS 123 – Borrowing Costs
Eligible for Capitalisation (continued)
a. MFRS 16 – Leases (continued)

ii. Impact of the adoption of MFRS 16 (continued)

Reconciliation of Statement of Financial Position as at 1 January 2019 is as follows: (continued)

Effects of
At adoption of At
Company 31.12.2018 MFRS 16 1.1.2019

Non-current assets
Property, plant and equipment 3,301 19,053 22,354
Other non-current assets 8,712,437 – 8,712,437

8,715,738 19,053 8,734,791

Current assets 1,116,714 – 1,116,714

Total assets 9,832,452 19,053 9,851,505

Total equity 8,813,696 – 8,813,696

Non-current liabilities
Lease liabilities – 9,725 9,725
Other non-current liabilities 500,000 – 500,000

500,000 9,725 509,725

Current liabilities
Lease liabilities – 9,328 9,328
Other current liabilities 518,756 – 518,756

518,756 9,328 528,084

Total liabilities 1,018,756 19,053 1,037,809

Total equity and liabilities 9,832,452 19,053 9,851,505


346 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

45 Adoption of MFRS 16 – Leases and Annual Improvements to MFRS 123 – Borrowing Costs
Eligible for Capitalisation (continued)
a. MFRS 16 – Leases (continued)

ii. Impact of the adoption of MFRS 16 (continued)

Reconciliation of operating lease commitments as at 31 December 2018 and lease liabilities as at 1 January
2019 of the Group and of the Company are as follows:

Group Company

Non-cancellable operating lease commitments reported under


MFRS 117 as at 31 December 2018 2,307 1,286
Contracts assessed as lease liabilities based on the requirements of
MFRS 16 23,096 19,053
Exempted from recognition:
– short-term leases (1,017) (816)
– lease of low-value assets (1,290) (470)

Lease liabilities recognised under MFRS 16 as at 1 January 2019


[Note 36] 23,096 19,053

b. Annual Improvements to MFRS 123 – Borrowing Costs Eligible for Capitalisation

i. Adoption of Annual Improvements to MFRS 123

The Annual Improvements to MFRS 123 requires borrowings obtained specifically for the construction of a
qualifying asset to be designated as general borrowings when the qualifying asset is ready for its intended
use or sale.

Hence, instead of charging to profit or loss, such borrowing costs are capitalised as part of other qualifying
assets.

ii. Impact of the adoption of Annual Improvements to MFRS 123

The Group and the Company adopted the new accounting treatment prospectively in accordance with the
transitional provision of the Annual Improvements to MFRS 123.

This has resulted in the capitalisation of finance costs incurred during the financial year of RM56.4 million for
the Group as part of property development expenditure. The adoption of the Annual Improvements to MFRS
123 did not have any impact to the Company.
REPORTS AND FINANCIAL STATEMENTS
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 < SEC 8 SEC 9 SEC 10 347

46 Restatement
a. Reclassification Between Non-current Inventories (Land Held for Property Development) and Current Inventories
(Property Development Costs)

With effect from the current financial year, the Group and the Company have reclassified land and common costs
incurred for development phases which have yet to commence operating cycle as non-current inventories under
land held for property development.

Both land and common costs attributable to a particular phase will be transferred from non-current inventories to
current inventories upon the launch of that particular phase or once the site possession of the phase is handed
over to the contractor for the commencement of building construction works, whichever is earlier. With this, the
current inventories will be more reflective of the level of ongoing active development activities.

The effect of the reclassification on the comparative periods are as follows:

31.12.2018 1.7.2018
As As
previously As previously As
stated Reclassification restated stated Reclassification restated

Group
Non-current assets
Inventories 2,127,594 2,050,510 4,178,104 1,865,841 2,278,217 4,144,058

Current assets
Inventories 4,625,027 (2,050,510) 2,574,517 4,913,622 (2,278,217) 2,635,405

Company

Non-current assets
Inventories 914,525 96,902 1,011,427 913,427 95,572 1,008,999

Current assets
Inventories 217,872 (96,902) 120,970 250,995 (95,572) 155,423

b. Other reclassification

Certain comparative have been restated to conform with the current year’s presentation.
348 A N N U A L R E P OR T 2 0 1 9

Notes to the Financial Statements


For the financial year ended 31 December 2019

Amounts in RM thousand unless otherwise stated

47 Comparatives
As stated in Note 2, the comparatives are not comparable to the current financial year due to the change in the financial
year end date that has resulted in a shorter financial period in the previous year.

In addition, the comparatives are also not comparable due to the adoption of MFRS 16 using the modified retrospective
approach and the prospective application of Annual Improvements to MFRS 123. The transitional provisions of MFRS
16 and Annual Improvements to MFRS 123 provide the option of not restating the comparative figures to be in line
with the new accounting treatment adopted in the current financial year.

48 Event after the Reporting Period


The COVID-19 pandemic has impacted significantly on the global and domestic economies and it is expected to have
an adverse impact on the results of the Group and the Company for the financial year ending 31 December 2020.
However, at this juncture, management is unable to reliably estimate the financial impact arising from this unprecedented
circumstances. The Group and the Company are implementing timely and appropriate measures to minimise the impact.

49 Approval of Financial Statements


The financial statements have been approved for issue in accordance with a resolution of the Board of Directors dated
10 April 2020.
SHAREHOLDERS’ INFORMATION
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 < SEC 9 SEC 10 349

ANALYSIS OF SHAREHOLDINGS
as at 31 March 2020

Issued and Paid-Up Share Capital : 6,800,839,377


Class of Shares : Ordinary Shares
Number of Shareholders : 27,553
Voting Rights : 1 vote per Ordinary Share

No. of % of No. of % of
Size of Shareholdings Shareholders Shareholders Shares Held Issued Shares
Less than 100 2,749 9.977 70,609 0.001
100 to 1,000 shares 6,402 23.235 3,852,647 0.057
1,001 to 10,000 shares 13,579 49.283 47,731,673 0.702
10,001 to 100,000 shares 3,936 14.285 107,722,361 1.584
100,001 to less than 5% of issued shares 883 3.205 2,158,249,064 31.735
5% and above of issued shares 4 0.015 4,483,213,023 65.921
TOTAL 27,553 100.00 6,800,839,377 100.00

Analysis of Equity Structure as per the Records of Depositors


No. of % of No. of % of
Category of Holders Shareholders Shareholders Shares Held Issued Shares
Individual 22,878 83.033 203,073,541 2.986
Bank/Finance Companies 58 0.211 4,406,859,934 64.799
Investment Trusts/Foundation/Charities 16 0.058 3,618,227 0.053
Industrial and Commercial Companies 634 2.301 186,523,711 2.743
Government Agencies/Institutions 1 0.004 1,065,890 0.016
Nominees 3,964 14.387 1,999,592,799 29.402
Others 2 0.007 105,275 0.002
TOTAL 27,553 100.00 6,800,839,377 100.00

Substantial Shareholders as per the Register of Substantial Shareholders


No. of
No. of Shares Held
Shares Held % of (Indirect/ % of
No. Name of Shareholders (Direct Interest) Issued Shares Deemed Interest) Issued Shares
1 Amanahraya Trustees Berhad
– Amanah Saham Bumiputera 2,989,949,600 43.964 – –
2 Employees Provident Fund Board 707,989,346 10.410 78,232,573 1.150
3 Permodalan Nasional Berhad 369,183,792 5.429 – –
4 Yayasan Pelaburan Bumiputra1 – – 369,183,792 5.429
5 Kumpulan Wang Persaraan
(Diperbadankan) 401,836,212 5.909 26,547,700 0.390

Note:
1 Deemed interested by virtue of its shareholding in Permodalan Nasional Berhad pursuant to Section 8 of the Companies Act 2016.
350 A N N U A L R E P OR T 2 0 1 9

ANALYSIS OF SHAREHOLDINGS
as at 31 March 2020

Top Thirty (30) Shareholders as per the Records of Depositors

% of
No. of Issued
No. Name of Shareholders Shares Held Shares

1 Amanahraya Trustees Berhad


Amanah Saham Bumiputera 2,989,949,600 43.964

2 Citigroup Nominees (Tempatan) Sdn Bhd


Employees Provident Fund Board 722,243,419 10.620

3 Kumpulan Wang Persaraan (Diperbadankan) 401,836,212 5.909

4 Permodalan Nasional Berhad 369,183,792 5.429

5 Amanahraya Trustees Berhad


Amanah Saham Malaysia 2 – Wawasan 138,000,000 2.029

6 Amanahraya Trustees Berhad


Amanah Saham Malaysia 118,109,900 1.737

7 Amanahraya Trustees Berhad


Amanah Saham Bumiputera 2 107,000,000 1.573

8 Citigroup Nominees (Tempatan) Sdn Bhd


Great Eastern Life Assurance (Malaysia) Berhad (PAR 1) 60,760,649 0.893

9 HSBC Nominees (Asing) Sdn Bhd


JPMCB NA for Vanguard Total International Stock Index Fund 57,546,024 0.846

10 Amanahraya Trustees Berhad


Amanah Saham Malaysia 3 53,885,437 0.792

11 HSBC Nominees (Asing) Sdn Bhd


JPMCB NA for Vanguard Emerging Markets Stock Index Fund 53,637,342 0.789

12 Cartaban Nominees (Tempatan) Sdn Bhd


PAMB for Prulink Equity Fund 50,181,727 0.738

13 HSBC Nominees (Asing) Sdn Bhd


HSBC BK PLC for Kuwait Investment Office (KIO) 41,043,100 0.604

14 Guoline (Singapore) Pte Ltd 40,749,100 0.599

15 Amanahraya Trustees Berhad


Amanah Saham Bumiputera 3 – Didik 40,274,300 0.592

16 Maybank Nominees (Tempatan) Sdn Bhd


Maybank Trustees Berhad for Public Ittikal Fund (N14011970240) 40,000,000 0.588

17 Citigroup Nominees (Asing) Sdn Bhd


CBNY for Norges Bank (FI 17) 37,240,800 0.548

18 Citigroup Nominees (Tempatan) Sdn Bhd


Exempt An for AIA Bhd 36,816,658 0.541
SHAREHOLDERS’ INFORMATION
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 < SEC 9 SEC 10 351

Top Thirty (30) Shareholders as per the Records of Depositors (continued)


% of
No. of Issued
No. Name of Shareholders Shares Held Shares

19 Quek Leng Chan 34,450,000 0.507

20 Citigroup Nominees (Tempatan) Sdn Bhd


Employees Provident Fund Board (NOMURA) 34,196,500 0.503

21 Maybank Nominees (Tempatan) Sdn Bhd


Maybank Trustees Berhad for Public Regular Savings Fund (N14011940100) 32,230,416 0.474

22 Cartaban Nominees (Asing) Sdn Bhd


Exempt An for State Street Bank & Trust Company (West CLT OD67) 28,693,000 0.422

23 Amanahraya Trustees Berhad


Public Islamic Dividend Fund 27,975,463 0.411

24 DB (Malaysia) Nominees (Asing) Sdn Bhd


SSBT Fund TGCQ for Intel Retirement Plans Collective Investment Trust 27,547,200 0.405

25 DB (Malaysia) Nominee (Asing) Sdn Bhd


The Bank of New York Mellon for Willis Towers Watson Group Trust 26,009,700 0.382

26 Cartaban Nominees (Asing) Sdn Bhd


BCSL Client AC PB Cayman Clients 24,571,200 0.361

27 Pertubuhan Keselamatan Sosial 24,478,465 0.360

28 Maybank Investment Bank Berhad


IVT (16) 20,621,900 0.303

29 Maybank Nominees (Tempatan) Sdn Bhd


MTrustee Berhad for Principal Dali Equity Growth Fund (UT-CIMB-DALI) (419455) 19,957,503 0.293

30 Hong Leong Assurance Berhad


As Beneficial Owner (Life PAR) 19,811,931 0.291

TOTAL 5,679,001,338 83.504

Directors’ Shareholdings as per Register of Directors’ Shareholdings

No. of Shares Held

No. Name of Shareholders Direct % Indirect %

1 Dato’ Johan Ariffin – – 8802 –1

Note:
1 Negligible
2 Deemed interested by virtue of his spouse’s shareholding in the Company pursuant to Section 59(11) of the Companies Act 2016.
352 A N N U A L R E P OR T 2 0 1 9

PROPERTIES OF THE GROUP


as at 31 December 2019

Net book
Land area Year of value
Location Tenure (acres) acquisition (RM thousand)
LAND HELD FOR DEVELOPMENT AND UNDER DEVELOPMENT
MALAYSIA
Kedah Darul Aman
Jerai, Kuala Muda Freehold 928 2007 36,382
Taman Sungai Dingin, Kulim Freehold 4 2007 39
Victoria, Kulim Freehold 71 1992 1,525

Selangor Darul Ehsan


Acob, Klang Freehold 235 1995 11,777
Ara Damansara, Petaling Jaya Freehold 62 1985 286,008
Bandar Bukit Raja, Klang Freehold 2,781 2007 368,701
Bukit Jelutong, Shah Alam Freehold 151 1985 112,343
Bukit Lagong, Rawang Freehold 1,552 1985 57,434
Bukit Subang, Shah Alam Freehold 8 1985 13,520
Elmina East, Sungai Buloh Freehold 658 1985 246,264
Elmina West, Sungai Buloh Freehold 2,425 1985 497,187
Kota Elmina, Rawang Freehold 1,540 1985 342,160
Melawati Development, Hulu Kelang Freehold 53 1978 202,498
Putra Heights, Subang Jaya Freehold 77 1992 323,566
Saujana Impian, Kajang Freehold 4 1987 2,496
Semenyih, Ulu Langat Freehold 2 1985 2,725
Serenia City, Sepang Freehold 1,439 2008 194,074
Subang Jaya City Centre, Subang Jaya Freehold 28 1964-2013 190,887
Sungai Kapar Indah, Klang Freehold 3 1985 2,465
Taipan City, Subang Freehold 35 1992 261,439
USJ Heights, Subang Jaya Freehold 11 1995 8,869

Kuala Lumpur
Bukit Kiara Leasehold 51 1991 888,729
expiring 2111
SHAREHOLDERS’ INFORMATION
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 < SEC 9 SEC 10 353

Net book
Land area Year of value
Location Tenure (acres) acquisition (RM thousand)
Negeri Sembilan Darul Khusus

Dengkil, Sepang Freehold 2 1995 3,953


New Labu/Sg Sekah/Hamilton, Nilai Freehold 2,972 1995-2017 987,197
Nilai Impian/Utama, Nilai Freehold 584 1992-1996 195,666
Planters’ Haven, Nilai Freehold 179 1995 217,319
Rasah, Seremban Freehold 18 1995 6,013
Leasehold 6 1995 244
expiring 2066
Sua Betong, Port Dickson Freehold 373 1985 9,971

Johor Darul Takzim


Pagoh, Muar Leasehold 3,209 2012 380,969
expiring 2111
Freehold 17 2012 1,891
Taman Pasir Putih, Pasir Gudang Freehold 16 1984 20,181

Sabah
Mostyn, Kunak Leasehold 144 2006 801
expiring
2050-2058
Total Malaysia 19,638 5,875,293

AUSTRALIA

Serenity Cove, Queensland Freehold 48 1985 123,215

Total Australia 48 123,215

Total Land Held for Development and Under Development 19,686 5,998,508
354 A N N U A L R E P OR T 2 0 1 9

PROPERTIES OF THE GROUP


as at 31 December 2019

Age of Net book


Land area Year of buildings value
Location Tenure (acres) acquisition (Years) Description (RM thousand)
INVESTMENT PROPERTIES
MALAYSIA
Pahang Darul Makmur
Frasers’ Hill Leasehold 2 1982 34 Holiday bungalow 298
expiring 2082

Kuala Lumpur

KL East, Freehold 7 2015 4-6 Piazza, 2–storey car 30,264


Taman Melawati park and sales
gallery
7 2017 – Mall (under 401,920
construction)
The Véo, Melawati Freehold – 1978 7 Sales gallery 15
Wisma MRT, Freehold 1 1985 37 5–storey office 9,954
Jalan Gelenggang, building
Damansara Heights

Selangor Darul Ehsan


Elmina East, Freehold 6 2015 6 Sales gallery 8,816
Sungai Buloh
Elmina West, Freehold 1 2017 3 Operation centre 3,797
Sungai Buloh
Oasis Corporate Park, Freehold – 2017 3 Carpark 37,348
Ara Damansara
Oasis Gallery, Freehold 3 2007 13 Sales gallery 6,283
Ara Damansara
Oasis Square, Freehold 3 2010 10 2 blocks of 12– 217,745
Ara Damansara storey office
building and
basement car park
Saujana Impian, Kajang Freehold * 2015 6 Sales gallery ^
Serenia City, Sepang Freehold 5 2017 3 Sales gallery 11,469
Sime Darby Pavillion, Freehold 7 1999 22 3-storey 23,949
Bukit Jelutong, commercial
Shah Alam building
Taman Subang Ria, Leasehold 73 1995 – Recreation park 298
Subang Jaya expiring 2087
Wisma Zuellig, Leasehold 3 2000 27 6-storey industrial 31,664
Petaling Jaya expiring 2087 building
SHAREHOLDERS’ INFORMATION
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 < SEC 9 SEC 10 355

Age of Net book


Land area Year of buildings value
Location Tenure (acres) acquisition (Years) Description (RM thousand)
Negeri Sembilan Darul Khusus
Bandar Ainsdale, Freehold – 2013 7 Sales gallery 9
Seremban
Nilai Impian, Nilai Freehold – 1992-1996 6 Sales gallery 9,704
Sri Bayu 1 & 2, Port Leasehold 1 2017 26–62 2 units holiday 2,417
Dickson expiring 2072 bungalow

Johor Darul Takzim


Pagoh, Muar Leasehold – 2019 1 2-storey office 860
expiring 2118 building
Leasehold – 2012 5 Sales gallery 3,650
expiring 2111
Taman Pasir Putih, Leasehold – 2017 8 Sales gallery 22
Pasir Gudang expiring 2072

Total Malaysia 119 800,482

UNITED KINGDOM
Battersea, London Leasehold – 2017 3 1 unit of apartment 13,732
expiring 3011

Total United Kingdom – 13,732

AUSTRALIA

Serenity Shores, Freehold – 2009 10 Residential 114


Queensland properties

Total Australia – 114

Total Investment 119 814,328


Properties
356 A N N U A L R E P OR T 2 0 1 9

PROPERTIES OF THE GROUP


as at 31 December 2019

Age of Net book


Land area Year of buildings value
Location Tenure (acres) acquisition (Years) Description (RM thousand)
HOSPITALITY PROPERTIES
MALAYSIA
Kedah Darul Aman
Harvard Golf & Country Freehold 915 1985 22-24 Golf course, club 12,668
Club/Hotel, Bedong house and hotel

Kuala Lumpur
Tournament Players Leasehold 279 1991 9-27 2 18–hole golf 243,531
Club (TPC), Bukit Kiara expiring 2087 course and
clubhouse
Sime Darby Convention Leasehold 4 2006 14 Convention centre 88,244
Centre, Bukit Kiara expiring
2090-2111

Selangor Darul Ehsan


Bayuemas Oval and Freehold 22 2004 10-17 Criket club and 37,288
Akademi Tunku Jaafar, lawn bowl sports
Kota Bayuemas facilities
Impian Golf & Country Freehold 149 1997 23 18–hole golf course 54,985
Club, Kajang and country club

Total Malaysia 1,369 436,716

VIETNAM
Rangdong Orange Leasehold 2 1995 27 69 units of 6,539
Court, expiring 2030 apartment
Le Quy Don, Vung Tau

Total Vietnam 2 6,539

Total Hospitality 1,371 443,255


Properties

Total Group Properties 21,176 7,256,091

* less than one acre


^ less than RM1,000
SHAREHOLDERS’ INFORMATION
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 < SEC 9 SEC 10 357

CORPORATE DIRECTORY

Corporate Head Office

Sime Darby Property Berhad

Level 10, Block G,


No. 2, Jalan PJU 1A/7A, Ara Damansara,
PJU 1A, 47301 Petaling Jaya, Selangor
Tel: 03-7849 5000

Property Investment,
Subsidiaries
Hospitality and Leisure

Melawati Mall Sime Darby Brunsfield Holding Sdn Bhd

UP2-01, Centre Management Office, Oasis Gallery,


Melawati Mall 355, Jalan Bandar Melawati, No. 2A, Jalan PJU 1A/2, Ara Damansara,
Pusat Bandar Melawati, 53100 Kuala Lumpur 47301 Petaling Jaya, Selangor
Tel: 03-4161 8720 Tel: 03-7842 9386/9387

KL East Mall Sime Darby Property Selatan Sdn Bhd

Level 1, Centre Management Office, Corporate Office:


KL East Mall, 823, Jalan Lingkaran Tengah 2, 53-10, The Boulevard,
KL Timur, 53100 Kuala Lumpur Lingkaran Syed Putra, Mid Valley City,
59200 Kuala Lumpur
Tel: 03-2283 3921
TPC Kuala Lumpur

10, Jalan 1/70D, Operations Office:


Off Jalan Bukit Kiara, Block B, Jalan Eduhub Gunasama 1/10,
60000 Kuala Lumpur Hab Pendidikan Tinggi Pagoh,
Tel: 03-2011 9188 84600 Pagoh, Johor
Tel: 06-974 2406/2407

Sime Darby Convention Centre

1A, Jalan Bukit Kiara 1,


60000 Kuala Lumpur
Tel: 03-2089 3688

Impian Golf & Country Club

14th Mile, Jalan Cheras,


43000 Kajang, Selangor
Tel: 03-8734 4195/96/97
358 A N N U A L R E P OR T 2 0 1 9

CORPORATE DIRECTORY

Sime Darby Property Sales Galleries


Overseas (including Joint Ventures and Associates)
(Cont’d.)
Battersea Power Station Development Company
SELANGOR
188, Kirtling Street, London,
SW8 5BN, United Kingdom, Bandar Bukit Raja
Tel: +44 020 7501 0678
Jalan Gamelan 1E, Bandar Bukit Raja,
41200 Klang, Selangor
Darby Park Serviced Residences Tel: 03-3361 7288
5 Le Quy Don Street Hotline: 1-800-88-1118
Vung Tau City, Vietnam
Tel: +84 254 385 4933 Cantara

Jalan PJU 1A/A, Ara Damansara,


Sime Darby Property Singapore Limited 47301 Petaling Jaya, Selangor
Sime Darby Business Centre, Tel: 03-7849 5511
315 Alexandra Road, Hotline: 1-800-88-1118
#03-02 Sime Darby Business Centre,
15944 Singapore Bukit Jelutong & City of Elmina
Tel: +65 6460 2849
Sime Darby Property at City of Elmina
Elmina Pavilion, Persiaran Eserina,
Elmina East Sek U16,
40160 Shah Alam, Selangor
Sime Darby Property Sales Galleries Tel: 03-7831 2253
(including Joint Ventures and Associates) Hotline: 1-800-88-1118

KUALA LUMPUR Putra Heights


The International Gallery at The Glades Plaza
KLGCC Resort Kuala Lumpur Off Persiaran Putra Perdana,
No. 2A, Jalan Bukit Kiara 1, Bukit Kiara, Section 3, 47650 Subang Jaya, Selangor
60000 Kuala Lumpur Tel: 03-5198 0888
Tel: 03-2080 9088 Hotline: 1-800-88-1118
Hotline: 1-800-88-1118
RSKU@ Putra Heights
KL East & Melawati 2nd Floor, The Glades Plaza,
Sime Darby Property at KL East Off Persiaran Putra Perdana,
Off Middle Ring Road 2, Desa Melawati, Seksyen 3, Putra Heights
53100 Kuala Lumpur 47650 Subang Jaya, Selangor
Tel: 03-4162 1788 Tel: 03-5614 3272
Hotline: 1-800-88-1118 Hotline: 1-800-88-1118
SHAREHOLDERS’ INFORMATION
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 < SEC 9 SEC 10 359

Sime Darby Property Sales Galleries Sime Darby Property Sales Galleries
(including Joint Ventures and Associates) (including Joint Ventures and Associates)
(Cont’d.) (Cont’d.)
Saujana Impian Chemara Hills

Sime Darby Property at Vista Mohagani, Persiaran Bukit Chemara,


Jalan Impian Gemilang, 70200 Seremban, Negeri Sembilan
Saujana Impian, Tel:06-7687 688
43000, Kajang, Selangor Hotline: 1-800-88-1118
Tel: 03-8740 2472
Hotline: 1-800-88-1118 Nilai Impian

No. 1, Persiaran Nilai Impian 3, Nilai Impian,


Serenia City
71800 Nilai, Negeri Sembilan
Lot 27999, Jalan Pintas Dengkil-Putrajaya (FT29), Tel: 06-794 8383
Bandar Serenia, 43900 Sepang, Selangor Hotline: 1-800-88-1118
Tel: 03-8760 0505
Hotline: 1-800-88-1118 Planters’ Haven

Planters’ Haven Clubhouse,


Subang Jaya
Persiaran Alamanda,
Wisma Consplant 2, Jalan SS16/1 71800 Nilai, Negeri Sembilan
47500 Subang Jaya, Selangor Tel: 06-799 8008
Tel: 03-5631 8888 Hotline: 1-800-88-1118
Hotline: 1-800-88-1118
JOHOR
PJ Midtown
Bandar Universiti Pagoh
G-5, Jalan Kemajuan
KM25, Jalan Pagoh,
Seksyen 13, 46200
Pagoh 84600 Muar, Johor
Petaling Jaya
Tel: 06-984 2103/2222
Tel: 03-7843 9898
Hotline: 1-800-88-1118
Hotline: 1-800-88-1118

Taman Pasir Putih


Radia Bukit Jelutong
No. 5, Jalan Selayur 2,
No. 2A (Lot 64406)
Off Jalan Pasir Putih,
Persiaran Tebar Layar,
Taman Pasir Putih,
Seksyen U8, Bukit Jelutong,
81700 Pasir Gudang, Johor
40150 Shah Alam, Selangor
Tel: 07-251 5355
Tel: 03-7859 9801
Hotline: 1-800-88-1118
Hotline: 1-800-88-1118

NEGERI SEMBILAN

Bandar Ainsdale

No. 1, Jalan Ainsdale 1/1,


Bandar Ainsdale,
70300 Seremban, Negeri Sembilan
Tel: 03-7849 5036
Hotline: 1-800-88-1118
360 A N N U A L R E P OR T 2 0 1 9

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Forty-Seventh Annual General Meeting (“47th AGM”) of
Sime Darby Property Berhad (“Sime Darby Property” or “Company”) will be held at Banyan Room,
Ground Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
on Friday, 26 June 2020 at 10.00 a.m. to transact the following businesses:

As Ordinary Business
1. To receive the Audited Financial Statements for the financial year ended 31 December 2019 together
with the Reports of the Directors and the Auditors thereon.
Refer to Explanatory Note 1

2. To re-elect the following Directors, who retire pursuant to Rule 111 of the Constitution of the
Company and being eligible, offer themselves for re-election:
(i) Dato’ Jaganath Derek Steven Sabapathy (Resolution 1)
(ii) Encik Rizal Rickman Ramli (Resolution 2)

Dato’ Johan Ariffin who also retires pursuant to Rule 111 of the Constitution of the Company,
has expressed his intention not to seek re-election. Hence, he will retain office until the close of
the 47th AGM.
Refer to Explanatory Note 2

3. To re-elect Dato’ Azmir Merican Dato’ Azmi Merican who retires pursuant to Rule 92.3 of the
Constitution of the Company and being eligible, offer himself for re-election. (Resolution 3)
Refer to Explanatory Note 3

4. To approve the payment of fees to the Non-Executive Directors for the period from 27 June 2020
until the next AGM of the Company to be held in year 2021. (Resolution 4)
Refer to Explanatory Note 4

5. To approve the payment of benefits to the Non-Executive Directors up to an amount of RM500,000


for the period from 27 June 2020 until the next AGM of the Company to be held in year 2021. (Resolution 5)
Refer to Explanatory Note 5

6. To re-appoint PricewaterhouseCoopers PLT as the Auditors of the Company for the financial year
ending 31 December 2020 and to authorise the Directors to fix their remuneration. (Resolution 6)
Refer to Explanatory Note 6

As Special Business
To consider and, if thought fit, pass the following Ordinary Resolutions:

7. RETENTION OF TENGKU DATUK SERI AHMAD SHAH ALHAJ IBNI ALMARHUM SULTAN SALAHUDDIN
ABDUL AZIZ SHAH ALHAJ AS INDEPENDENT NON-EXECUTIVE DIRECTOR
“THAT approval be and is hereby given to Tengku Datuk Seri Ahmad Shah Alhaj Ibni Almarhum
Sultan Salahuddin Abdul Aziz Shah Alhaj, the Independent Non-Executive Director of the Company,
who has served for a cumulative term of more than nine (9) years, to continue to act as an Independent
Non-Executive Director of the Company until the conclusion of the next Annual General Meeting.” (Resolution 7)
Refer to Explanatory Note 7
SHAREHOLDERS’ INFORMATION
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 < SEC 9 SEC 10 361

8. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR EXISTING RECURRENT RELATED PARTY


TRANSACTIONS AND PROPOSED NEW SHAREHOLDERS’ MANDATE FOR ADDITIONAL RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
“THAT subject always to the Companies Act 2016 (“Act”), the Constitution of the Company, the
Main Market Listing Requirements of Bursa Malaysia Securities Berhad, other applicable laws,
guidelines, rules and regulations, and the approval of the relevant Government and/or regulatory
authorities (where applicable), approval be and is hereby given to the Company and/or its subsidiaries
to enter into recurrent related party transactions of a revenue or trading nature with related parties
(“Recurrent Related Party Transactions”) as set out in Section 2.4 of the Circular to Shareholders
dated 28 April 2020 (“the Circular”), subject further to the following:
(i) the Recurrent Related Party Transactions are entered into in the ordinary course of business
which are necessary for the day-to-day operations and are on terms which are not more favourable
to the related parties than those generally available to the public, and the Recurrent Related
Party Transactions are undertaken on arm’s length basis and on normal commercial terms which
are not to the detriment of the non-interested shareholders of the Company;
(ii) the shareholders’ mandate is subject to annual renewal and this shareholders’ mandate shall
commence immediately upon passing of this ordinary resolution and continue to be in full force
until:
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following
the AGM at which this shareholders’ mandate is approved, at which time it will lapse,
unless by a resolution passed at the next AGM, such authority is renewed; or
(b) the expiration of the period within which the next AGM after the date is required to be
held pursuant to Sections 340(1) and (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) this shareholders’ mandate is revoked or varied by a resolution passed by the shareholders
of the Company in a general meeting,
whichever is the earlier;

AND THAT the Directors of the Company and/or any one of them be and are/is hereby authorised
to complete and do all such acts, deeds and things as they consider necessary or expedient in the
best interest of the Company, including executing all such documents as may be required or necessary
and with full powers to assent to any modifications, variations and/or amendments as the Directors
of the Company in their discretion deem fit and expedient to give effect to the Recurrent Related
Party Transactions contemplated and/or authorised by this Ordinary Resolution.” (Resolution 8)
Refer to Explanatory Note 8

9. To transact any other business for which due notice shall have been given in accordance with the
Companies Act 2016 and the Constitution of the Company.
362 A N N U A L R E P OR T 2 0 1 9

NOTICE OF ANNUAL GENERAL MEETING

FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member whom shall be entitled to attend,
speak and vote at this 47th AGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd in accordance with
Rule 76 of the Constitution of the Company and Section 34(1) of the Securities Industry (Central Depositories) Act 1991,
to issue a General Meeting Record of Depositors as at 15 June 2020. Only a depositor whose name appears on the Record
of Depositors as at 15 June 2020 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote
on his/her behalf.

By Order of the Board

Moriami Mohd
(MAICSA 7031470)
Group Secretary

Petaling Jaya, Malaysia


28 April 2020

NOTES:

1. As part of the initiatives to curb the spread of Coronavirus 5. Where a Member of the Company is an Authorised
Disease 2019 (“COVID-19”), the 47th AGM will be Nominee as defined under the Securities Industry (Central
conducted on a virtual basis through live streaming and Depositories) Act 1991 (“SICDA”), he/she may appoint
online remote voting via Remote Participation and Voting the Chairman of the Meeting in respect of each Securities
(“RPV”) facilities which are available on Tricor Investor Account he/she holds with ordinary shares of the Company
& Issuing House Services Sdn Bhd’s TIIH Online website standing to the credit of the said Securities Account to
at https://tiih.online. Please follow the procedures attend and vote at a meeting of the Company instead
provided in the Administrative Details for the 47th AGM of him/her.
in order to register, participate and vote remotely via
the RPV facilities. 6. Where a Member of the Company is an Exempt Authorised
Nominee as defined under SICDA which holds ordinary
2. The venue of the 47th AGM is strictly for the purpose shares in the Company for multiple beneficial owners in
of complying with Section 327(2) of the Companies Act one (1) Securities Account (Omnibus Account), there is
2016 which requires the Chairman of the Meeting to be no limit to the number of proxies which the Exempt
at the main venue. No Shareholders/proxy(ies) from the Authorised Nominee may appoint in respect of each
public will be physically present at the meeting venue. Omnibus Account it holds PROVIDED THAT each beneficial
owner of ordinary shares, or where the ordinary shares
3. Since the 47th AGM will be conducted via a virtual are held on behalf of joint beneficial owners, such joint
meeting, a Member entitled to attend and vote at the beneficial owners, shall be entitled to instruct the Exempt
Meeting may appoint the Chairman of the Meeting as Authorised Nominee to appoint the Chairman of the
his/her proxy and indicate the voting instruction in the Meeting to attend and vote at a general meeting of the
Form of Proxy. Company instead of the beneficial owner or joint beneficial
owners.
4. Pursuant to Paragraph 8.29A(1) of the Main Market
Listing Requirements of Bursa Malaysia Securities Berhad, 7. The instrument appointing a proxy shall be in writing
all resolutions set out in the Notice of the 47th AGM of signed by the appointor or his/her attorney duly authorised
the Company shall be put to vote by way of a poll. in writing or, if the appointor is a corporation, either
under its common seal or under the hand of two (2)
authorised officers, one of whom shall be a Director, or
of its attorney duly authorised. Any alteration to the
instrument appointing a proxy must be initialled.
SHAREHOLDERS’ INFORMATION
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 < SEC 9 SEC 10 363

8. The appointment of proxy may be made in a hardcopy Dato’ Jaganath Derek Steven Sabapathy, Dato’ Johan
form or by electronic means as follows: Ariffin and Encik Rizal Rickman Ramli are due to retire
at the 47th AGM pursuant to Rule 111 of the Company’s
i) In Hardcopy Form
Constitution.
The Form of Proxy or the Power of Attorney or other
authority, if any, under which it is signed or a
Dato’ Jaganath Derek Steven Sabapathy and Encik Rizal
notarially certified copy of that power or authority,
Rickman Ramli being eligible, have offered themselves
must be deposited at the office of the Share Registrar
for re-election at the 47th AGM pursuant to Rule 112 of
of the Company, Tricor Investor & Issuing House
the Constitution.
Services Sdn Bhd at Unit 32-01, Level 32, Tower A,
Vertical Business Suite, Avenue 3, Bangsar South,
Dato’ Johan Ariffin, has reached the nine (9)-year
No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia,
cumulative tenure on 30 December 2019 and has been
not less than 48 hours before the time for holding
re-designated from Independent Non-Executive Director
this AGM or no later than 24 June 2020 at 10.00 a.m.
(“NED”) to Non-Independent NED upon reaching the
ii) By Tricor Online System (TIIH Online) ninth (9th) year.
The Form of Proxy can be electronically submitted
to the Share Registrar of the Company via Dato’ Johan Ariffin has informed the Board of his intention
TIIH Online (applicable to individual shareholder not to seek re-election at the 47th AGM. Hence, he will
only). The website to access TIIH Online is retain office until the conclusion of this AGM and retires
https://tiih.online (Kindly refer to the Annexure of in accordance with Rule 111 of the Constitution.
the Administrative Details-Electronic Submission of
Form of Proxy for General Meeting). The Board is satisfied that in consideration of the wealth
of expertise and experience which the retiring Directors
9. Only Members registered in the Record of Depositors as possess, they will continue to bring sound judgement
at 15 June 2020 shall be entitled to attend, speak and and valuable contribution to the board deliberations
vote at the 47th AGM or appoint the Chairman of the through active participation in discussions and decision
Meeting as proxy to attend and vote on their behalf. making by the Board.

EXPLANATORY NOTES Based on the results of the Board Effectiveness Evaluation,


all retiring Directors had contributed positively to the
1. Audited Financial Statements for the Financial Year Ended
performance of the Board. The Nomination and
31 December 2019
Remuneration Committee (“NRC”) and the Board were
The Audited Financial Statements are laid before the also satisfied that the retiring Independent NEDs have
shareholders pursuant to the provisions of Section 266(1) maintained their independence in the financial period
(a) and Section 340(1)(a) of the Companies Act 2016 under review.
(“Act”) for discussion only and will not be put forward
for voting. The Board recommends the re-election of Dato’ Jaganath
Derek Steven Sabapathy and Encik Rizal Rickman Ramli
2. Ordinary Resolutions 1 to 2: at the 47th AGM.
Re-election of Directors Pursuant to Rule 111 of the
Constitution All Directors standing for re-election have abstained from
deliberations and decisions on their own eligibility to
Rule 111 of the Constitution expressly states that at
stand for re-election at the relevant NRC and Board
every AGM, at least one-third (1/3) of the Directors for
meetings and will continue to abstain from deliberations
the time being shall retire from office. In addition,
and decisions on their own eligibility to stand for
Rule 112 of the Constitution states that all Directors
re-election at this AGM.
shall retire from office once at least in each three (3)
years. A retiring Director shall be eligible for re-election.
364 A N N U A L R E P OR T 2 0 1 9

NOTICE OF ANNUAL GENERAL MEETING

3. Ordinary Resolution 3: the fiduciary duties and time commitments expected of


Re-election of Director Pursuant to Rule 92.3 of the the NEDs and Board Committee members. The NRC had,
Constitution on 19 February 2020, deliberated and provided its
recommendation to the Board for approval.
Rule 92.3 of the Constitution provides that any Director
appointed during the year shall hold office only until the
Pursuant to the findings of the consultant, the Board
next AGM and shall be eligible for re-election. The
had on, 26 February 2020, approved the NRC’s
Director shall not be taken into account in determining
recommendation for a revision to the NEDs Remuneration
the Directors to retire by rotation at the AGM.
Framework as follows:
The Company had, on 28 January 2020, announced the
Annual Fixed Fees
appointment of Dato’ Azmir Merican Dato’ Azmi Merican
as Group Managing Director of the Company effective Current Proposed
22 April 2020 to Bursa Malaysia Securities Berhad. NED Fees NED Fees
(RM) (RM)
Dato’ Azmir Merican Dato’ Azmi Merican whose Chairman 540,000 No Change
appointment is effective 22 April 2020 shall hold Resident Director 220,000
office until the 47th AGM and shall then be eligible for
Non-Resident 220,000
re-election pursuant to Rule 92.3 of the Constitution. 360,000
Director
The profile of Dato’ Azmir Merican Dato’ Azmi Merican Audit Chairman 80,000 70,000
is set out in the Statement Accompanying Notice of the
Audit Member 50,000 40,000
47th AGM.
Other Committees*
60,000 70,000
4. Ordinary Resolution 4: Chairman
Payment of Directors’ Fees to the NEDs for the period Other Committees*
35,000 40,000
from 27 June 2020 until the next AGM of the Company Member
to be held in year 2021
*  Note: Excluding Special Committee of the Board
Pursuant to Section 230(1) of the Act, any “fees” of the
directors and “any benefits” payable to the directors of
The rationale of the above proposal and the remuneration
a listed company and its subsidiaries shall be approved
of each Director are set out in the Corporate Governance
at a general meeting. Rule 94.1 of the Constitution of
Overview Statement.
the Company further provides that the fees and benefits
payable to the NEDs shall be subject to annual
Shareholders’ approval is hereby sought under Resolution
shareholders’ approval at a general meeting.
4 on the payment of NEDs’ fees for the period from
27 June 2020 until the next AGM of the Company to be
The Company had, at its Forty-Sixth (“46th”) AGM held
held in year 2021. If passed, it will give approval to the
on 2 May 2019, obtained approval from the shareholders
Company to continue paying the NEDs’ fees on a monthly
in respect of the payment of Directors’ fees to the NED
basis after every AGM for their services on the Board
for the period from 3 May 2019 until the 47th AGM.
and Board Committees.
During the financial year under review, the NRC appointed
Any NEDs who are shareholders of the Company will
an external international consultant to conduct a fresh
abstain from voting on Resolution 4 concerning the
review of the NEDs’ Remuneration Framework based on
remuneration to the NEDs at the 47th AGM.
the results of a market survey carried out on the
remuneration and benefits received by the NEDs. The
survey also considered other major factors including the
revenue/size of the group against its peers as well as
SHAREHOLDERS’ INFORMATION
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 < SEC 9 SEC 10 365

5. Ordinary Resolution 5: If the proposed Resolution 5 is passed, the payment of


Payment of Benefits to the NEDs up to an amount of benefits to the NEDs will be made as and when incurred.
RM500,000 for the period from 27 June 2020 until the
next AGM of the Company to be held in year 2021 Any NEDs who are shareholders of the Company will
abstain from voting on Resolution 5 concerning the
The Company had, at its 46th AGM held on 2 May 2019,
remuneration to the NEDs at the 47th AGM.
obtained approval from the shareholders in respect of the
payment of benefits to the NEDs up to an amount of
6. Ordinary Resolution 6:
RM500,000 for the period from 3 May 2019 until the 47th
Re-appointment of Auditors
AGM comprising, amongst others, the following key benefits:
The Audit Committee (“AC”) at its meeting held on
• Telecommunication devices/facilities
18 February 2020, had undertaken an annual assessment
• Club membership subscription
of the suitability and effectiveness of the external audit
• Medical and insurance coverage
process, performance, suitability and independence of
• Discount on purchases of Group/Company products
the external auditors, PricewaterhouseCoopers PLT
• Use of local holiday bungalow and apartments
(“PwC”) as prescribed under the Paragraph 15.21 of the
maintained by Sime Darby Property Group
Main Market Listing Requirements of Bursa Malaysia
• Other claimable benefits incurred in the course of
Securities Berhad.
carrying out their duties as Directors
The AC was satisfied with the suitability of PwC based
On 16 January 2020, the Board had approved the
on the quality of audit, performance, competency and
establishment of a temporary Special Committee of the
sufficiency of resources the external audit team provided
Board primarily to oversee the implementation and
to the Sime Darby Property Group. The AC was also
monitoring of the Board’s decisions and to provide
satisfied in its review that the provisions of non-audit
strategic guidance to the Group and payment of meeting
services by PwC during the period under review did not
allowance of RM1,500 per person per meeting payable
impair PwC’s objectivity and independence.
to the members of the Special Committee and other
NEDs who attend and participate in the Special Committee
The Board had, at its meeting held on 26 February 2020,
Meetings. The tenure of the Special Committee shall
approved the AC’s recommendation for the shareholders’
continue up to Third (“3rd”) Quarter 2020 and if deemed
approval to be sought at the 47th AGM on the
necessary by the Board, shall be extended for another
re-appointment of PwC as external auditors of the
three (3) months (or up to the Fourth (4th) Quarter 2020).
Company for the financial year ending 31 December
2020, under Resolution 6. The present external auditors,
The Board had also approved that the per diem allowance
PwC, have indicated their willingness to continue their
for official events be reimbursed to NEDs on a reasonable
services for the next financial year.
claims basis instead of the current approved allowance
of RM1,000 per day.

In view of the above, the total payment of benefits to


the NEDs for the period from 27 June 2020 until the
next AGM of the Company to be held in year 2021 is
expected to increase. Nevertheless, since the actual
utilisation amount is not expected to exceed RM500,000,
the Company is seeking shareholders’ approval for the
same approval limit as that obtained in the preceding
AGM in respect of the amount of benefits payable to
the NEDs of up to RM500,000 at the 47th AGM.
366 A N N U A L R E P OR T 2 0 1 9

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY NOTES ON SPECIAL BUSINESS

7. Ordinary Resolution 7: 8. Ordinary Resolution 8:


Retention of Tengku Datuk Seri Ahmad Shah Alhaj Ibni Proposed Renewal of Shareholders’ Mandate for Existing
Almarhum Sultan Salahuddin Abdul Aziz Shah Alhaj as Recurrent Related Party Transactions and Proposed New
Independent NED Shareholders’ Mandate for Additional Recurrent Related
Party Transactions of a Revenue or Trading Nature
The Company had, at its 46th AGM held on 2 May 2019,
obtained shareholders’ approval to retain Tengku Datuk The proposed Ordinary Resolution 8, if passed, will enable
Seri Ahmad Shah Alhaj Ibni Almarhum Sultan Salahuddin the Company and/or its subsidiary companies to enter
Abdul Aziz Shah Alhaj (who has served as an Independent into Recurrent Related Party Transactions of a revenue
NED of the Company for nine (9) years on 30 December or trading nature pursuant to the provisions of the Main
2019) to continue to act as an Independent NED of the Market Listing Requirements of Bursa Malaysia Securities
Company until the conclusion of the forthcoming 47th Berhad. Please refer to the Circular to Shareholders dated
AGM. 28 April 2020 for further information.

The proposed Ordinary Resolution 7, if passed, will allow


Tengku Datuk Seri Ahmad Shah Alhaj ibni Almarhum
Sultan Salahuddin Abdul Aziz Shah Alhaj to continue to
act as an Independent NED until the conclusion of the
next AGM of the Company.

The NRC of the Company has assessed the independence


of all Independent NEDs including Tengku Datuk Seri
Ahmad Shah Alhaj ibni Almarhum Sultan Salahuddin Abdul
Aziz Shah Alhaj and recommended to retain him as
Independent NED of the Company. The Board endorsed
the NRC’s recommendation and was of the view that his
retention as Independent NED is in the best interest of
the Company. Details of the Board’s justification and
recommendation for the retention of Tengku Datuk Seri
Ahmad Shah Alhaj ibni Almarhum Sultan Salahuddin Abdul
Aziz Shah Alhaj as Independent Director are set out in
the Company’s Corporate Governance Report.

Tengku Datuk Seri Ahmad Shah Alhaj ibni Almarhum


Sultan Salahuddin Abdul Aziz Shah Alhaj has abstained
from deliberation and decision at the Board meeting in
relation to the recommendation of this Resolution to the
shareholders and will continue to abstain from deliberation
and voting on the proposed Ordinary Resolution 7 at
this AGM.
SHAREHOLDERS’ INFORMATION
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 < SEC 9 SEC 10 367

STATEMENT ACCOMPANYING
NOTICE OF THE FORTY-SEVENTH ANNUAL GENERAL MEETING
(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad)

The details of the Directors’ interest in the securities of the Company as at 31 March 2020 are stated in the “Analysis of
Shareholdings” section in the Company’s Annual Report.

The profile of the Directors who are standing for re-election (as per Resolutions 1 to 2 as stated above) at the Forty-Seventh
Annual General Meeting (“47th AGM”) of Sime Darby Property Berhad are set out in the “Board of Directors’ Profile” section
in the Company’s Annual Report.

The profile of Dato’ Azmir Merican Dato’ Azmi Merican who is standing for re-election (as per Resolution 3) at the 47th AGM
of Sime Darby Property Berhad is set out as follows:

Nationality/Age/Gender Malaysian/49/Male

Date of Appointment 22 April 2020

Membership of Board Committees Nil

Academic Qualification(s) Bachelor’s Degree in Business Administration (Finance) from Haworth College of
Business, Western Michigan University, United States of America

Present Directorship(s) • Sime Darby Property Berhad (appointed on 22 April 2020)


• UEM Edgenta Berhad (resigned on 21 April 2020)
• Edgenta PROPEL Berhad (resigned on 21 April 2020)
• Opus Group Berhad (resigned on 21 April 2020)

Present Appointment(s) • Group Managing Director, Sime Darby Property Berhad


(appointed on 22 April 2020)
• Managing Director/Chief Executive Officer, UEM Edgenta Berhad
(resigned on 21 April 2020)

Past Relevant Experience Aug 2014-April 2020 – Managing Director/Chief Executive Officer,
UEM Edgenta Berhad
Feb 2014-July 2014 – Executive Director, UEM Edgenta Berhad
Dec 2012-Jan 2014 – Non-Independent Non-Executive Director,
UEM Edgenta Berhad
Oct 2012-Dec 2012 – Group Chief Operating Officer, Business Units,
UEM Group Berhad
2007-2012 – Group Chief Executive Officer/Managing Director,
AWC Berhad
2003-2007 – Various positions held, CIMB Investment Bank Berhad
1997-2002 – Consultant/Senior Consultant, PricewaterhouseCoopers
1995-1997 – Investment Analyst/Senior Investment Analyst –
Maybank Group

• He does not have any conflict of interest with the Company or any family relationship with any other Director and/or
major shareholders of the Company.
• He has not been convicted for any offences within the past five (5) years nor has he been imposed of any public sanction
or penalty by any relevant regulatory bodies during the financial year ended 31 December 2019.
368 A N N U A L R E P OR T 2 0 1 9

ADMINISTRATIVE DETAILS FOR THE


FORTY-SEVENTH ANNUAL GENERAL MEETING (“47th AGM”)
OF SIME DARBY PROPERTY BERHAD

Date : Friday, 26 June 2020


Time : 10.00 a.m.
Venue : Banyan Room, Ground Floor, Sime Darby Convention Centre
1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia

Precautionary Measures Against the Coronavirus Disease (“COVID-19”)


• As you may be aware, the COVID-19 had infected more than 2,400,000 people around the world and there are already
5,425 confirmed cases (as at 20 April 2020) in Malaysia. As part of the initiatives to curb the spread of Coronavirus Disease
2019 (“COVID-19”), the Government had, on 18 April 2020, directed all companies to postpone their general meetings
to a later date to be advised or alternatively, to only conduct virtual general meetings during the Movement Control
Order (“MCO”) period. The Securities Commission Malaysia (“SC”) had, on 18 April 2020, issued a Guidance Note on the
Conduct of General Meetings for Listed Issuers (“SC Guidance Note”) and encouraged listed companies to continue
leveraging on technology even beyond the MCO period.
• In line with the Government’s initiative and the SC Guidance Note, the Company will conduct the 47th AGM on
a virtual basis through live streaming and online remote voting via Remote Participation and Voting (“RPV”) facilities which
are available on Tricor Investor & Issuing House Services Sdn Bhd’s (“Tricor”) TIIH Online website at https://tiih.online.
• The venue of the 47th AGM is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which
requires the Chairman of the Meeting to be at the main venue. No shareholders/proxy(ies) from the public will be physically
present at the meeting venue.
• We strongly encourage you to attend the 47th AGM via the RPV facilities. You may also consider appointing the Chairman
of the Meeting as your proxy to attend and vote on your behalf at the 47th AGM.
• Due to the constant evolving COVID-19 situation in Malaysia, we may be required to change the arrangements of our
47th AGM at short notice. Kindly check the Company’s website or announcements for the latest updates on the status
of the 47th AGM.
• The Company will continue to observe the guidelines issued by the Ministry of Health and will take all relevant precautionary
measures as advised.

Remote Participation and Voting


• The RPV facilities are available on Tricor’s TIIH Online website at https://tiih.online.
• Corporate Shareholders (through Corporate Representatives) are required to contact Tricor at +603-2783 9299 during
office hours i.e. from 8.30 a.m. to 5.30 p.m. (Monday to Friday) and provide the following documents/information to
Tricor no later than 10.00 a.m. on Wednesday, 24 June 2020 to participate via the RPV facilities:
i) Original certificate of appointment of its Corporate Representative under the seal of the corporation;
ii) Copy of the Corporate Representative’s MyKad (front and back); and
iii) Corporate Representative’s e-mail address and handphone number.
Tricor will respond to your remote participation request upon receipt of such documents and information.
• Nominee Company Shareholders (through the beneficiary of the shares in the CDS account) are required to contact Tricor
at +603-2783 9299 during office hours i.e. from 8.30 a.m. to 5.30 p.m. (Monday to Friday) and to provide the following
documents/information to Tricor no later than 10.00 a.m. on Wednesday, 24 June 2020 to participate via the RPV facilities:
i) Duly completed Form of Proxy;
ii) Copy of the beneficiary MyKad (front and back); and
iii) Beneficiary’s e-mail address and handphone number.
Tricor will respond to your remote participation request upon receipt of such documents and information.

No Breakfast/Lunch Pack, Door Gift or Food Voucher


• There will be no distribution of breakfast/lunch packs, door gifts or food vouchers during the 47th AGM since the meeting
is being conducted on a virtual basis.
SHAREHOLDERS’ INFORMATION
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 < SEC 9 SEC 10 369

Pre-Meeting Submission of Questions to the Board of Directors


• In order to enhance the efficiency of the proceedings of the 47th AGM, shareholders may in advance, before the
47th AGM, submit questions to the Board of Directors via Tricor’s TIIH Online website at https://tiih.online, by selecting
“e-Services” to login, post your questions and submit it electronically no later than Thursday, 18 June 2020. The Board
of Directors will endeavor to address the questions received at the 47th AGM.

Procedures to Remote Participation and Voting via RPV Facilities


• Please read and follow the procedures below to engage in remote participation through live streaming and online remote
voting at the 47th AGM using the RPV facilities:
Before the 47th AGM Day
Procedure Action
i. Register as a • Using your computer, access to website at https://tiih.online. Register as a user under the
user with “e-Services”. Refer to the tutorial guide posted on the homepage for assistance.
TIIH Online • If you are already a user with TIIH Online, you are not required to register again. You will receive
(applicable for an e-mail to notify you that the remote participation is available for registration at TIIH Online.
Individual
Shareholders
only)
ii. Submit your • Registration is open from 10.00 a.m. Tuesday, 28 April 2020 up to 10.00 a.m. Wednesday, 24 June
request to 2020.
attend • Login with your user ID and password and select the corporate event:
47th AGM (Registration) Sime Darby Property Berhad 47th AGM.
remotely
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Insert your CDS account number and indicate number of shares.
• Submit to register your attendance remotely.
• System will send an e-mail to notify that your registration for remote participation is received
and will be verified.
• After verification of your registration against the Record of Depositors as at 15 June 2020, the
system will send you an e-mail to approve or reject your registration for remote participation.

On the 47th AGM Day


Procedure Action
i. Login to • Login with your user ID and password for remote participation at the 47th AGM at any time from
TIIH Online 9.40 a.m. i.e. 20 minutes before the commencement of meeting at 10.00 a.m. on Friday, 26 June 2020.
ii. Participate • Select the corporate event:
through (Live Streaming Meeting) Sime Darby Property Berhad 47th AGM to engage in the proceedings
Live Streaming of the 47th AGM remotely.
• If you have any question for the Chairman/Board, you may use the query box to transmit your
question. The Chairman/Board will try to respond to questions submitted by remote participants
during the 47th AGM. If there is time constraint, the responses will be e-mailed to you at the
earliest possible, after the meeting.
• Take note that the quality of the live streaming is dependent on the bandwidth and stability of
the internet connection at the location of the remote participants.
iii. Online remote • Select the corporate event:
voting (Remote Voting) Sime Darby Property 47th AGM
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Voting session commences from 10.00 a.m., Friday, 26 June 2020 until a time when the Chairman
announces the completion of the voting session at the 47th AGM.
• Select the CDS account that represents your shareholdings.
• Indicate your votes for the resolutions that are tabled for voting.
• Confirm and submit your votes.
iv. End of remote • Upon the announcement by the Chairman on the conclusion of the 47th AGM, the Live Streaming
participation will end.
370 A N N U A L R E P OR T 2 0 1 9

ADMINISTRATIVE DETAILS FOR THE


FORTY-SEVENTH ANNUAL GENERAL MEETING (“47th AGM”)
OF SIME DARBY PROPERTY BERHAD

Entitlement to Attend and Vote


• Only members whose names appear on the Record of Depositors as at 15 June 2020 shall be eligible to attend, speak
and vote at the 47th AGM or appoint the Chairman of the Meeting as proxy to attend and vote on their behalf.
• In view that the 47th AGM will be conducted on a virtual basis, a member can appoint the Chairman of the Meeting as
his/her proxy and indicate the voting instruction in the Form of Proxy.
• If you wish to participate in 47th AGM yourself, please do not submit any Form of Proxy for the 47th AGM. You will not
be allowed to participate in the 47th AGM together with a proxy appointed by you.
• The duly completed Form of Proxy must be deposited at the office of the Share Registrar, Tricor Investor & Issuing House
Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3 Bangsar South, No. 8, Jalan Kerinchi,
59200 Kuala Lumpur or its Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South,
No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, no later than Wednesday, 24 June 2020 at 10.00 a.m. You may also submit
the proxy appointment electronically via Tricor’s TIIH Online website at https://tiih.online no later than Wednesday,
24 June 2020 at 10.00 a.m. For further information on the electronic submission of Form of Proxy, kindly refer to the
Annexure below.

Voting at Meeting
• The voting at the 47th AGM will be conducted on a poll pursuant to Paragraph 8.29A of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”). The Company has appointed Tricor to conduct the
poll voting electronically (“e-voting”) via Tricor e-Vote application (“Tricor e-Vote App”) and Deloitte Enterprise Risk
Services Sdn Bhd as Independent Scrutineers to verify the poll results.
• Shareholders can proceed to vote on the resolutions before the end of the voting session which will be announced by
the Chairman of the Meeting and submit your votes at any time from the commencement of the 47th AGM at 10.00 a.m.
Kindly refer to “Procedures to Remote Participation and Voting via RPV Facilities” provided above for guidance on how
to vote remotely via TIIH Online.

Results of the voting


• The resolutions proposed at the 47th AGM and the results of the voting will be announced at the 47th AGM and
subsequently via an announcement made by the Company through Bursa Malaysia at www.bursamalaysia.com.

Annual Report
• The Annual Report is available on the Company’s website at www.simedarbyproperty.com and Bursa Malaysia’s website
at www.bursamalaysia.com under Company’s announcements.
• You may request for a printed copy of the Annual Report at https://tiih.online by selecting “Request for Annual Report”
under the “Investor Services”.
• In light of the Government’s announcements on 16 March 2020, 25 March 2020, 10 April 2020 and 23 April 2020 in
relation to the MCO effective 18 March 2020 to 12 May 2020 (and any extension thereof), please be informed that there
may be some delay in the delivery of the printed copy of the Annual Report. The Annual Report will be delivered as soon
as reasonably practicable.
• Nevertheless, it is hoped that you would consider the environment before you decide to request for the printed copy of
the Annual Report. The environmental concerns like global warming, deforestation, climate change and many more affects
every human, animal and nation on this planet.

Enquiry
• If you have any enquiry prior to the meeting, please call our Share Registrar, Tricor, at +603-2783 9299 during office
hours i.e. from 8.30 a.m. to 5.30 p.m. (Monday to Friday).
SHAREHOLDERS’ INFORMATION
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 < SEC 9 SEC 10 371

ANNEXURE

Dear Shareholders of Sime Darby Property Berhad,

We are pleased to inform that as a shareholder you can have the option to submit your Form of Proxy by electronic means
through our system, TIIH Online (“e-Proxy”).

TIIH Online is an application that provides an online platform for shareholders (individuals only) to submit document/form
electronically which includes the Form of Proxy in a paperless form (“e-Submission”). Once you have successfully submitted
your e-proxy form, you are no longer required to complete and submit the physical Form of Proxy to the company or Tricor
office.

To assist you on how to engage with e-Proxy, kindly read and follow the guidance notes which are detailed below:
1. Sign up as user of TIIH Online

Using your computer, access our website at Administrator will approve your registration
https://tiih.online within one working day and notify you via email
Sign up as a user by completing the registration Activate your account by re-setting your
form, registration is free password
Upload a softcopy of your MyKad (front and back)
or your passport

Notes: (i) If you are already a user of TIIH Online, you are not required to sign up again
(ii) An email address is allowed to be used once to register as a new user account, and the same email cannot be
used to register another user account
(iii) At this juncture, only individual security holders are offered to register as user and participate in e-Proxy

2. Proceed with submission of e-Proxy

After the release of the Notice of Meeting by the Company, login with your user name (i.e. e-mail address) and
password

Select the corporate event: “Submission of Proxy Form”

Read and agree to the Terms & Conditions and confirm the Declaration

Select/insert the CDS account number

Appoint the Chairman of the Meeting as your proxy

Indicate your voting instructions – FOR or AGAINST, otherwise the Chairman of the Meeting will decide your vote

Review & confirm your proxy appointment

Print e-proxy for your record

Should you need assistance on our e-Submission, please contact us. Thank you.

Tricor Investor & Issuing House Services Sdn Bhd


Unit 32-01, Level 32, Tower A, Vertical Business Suite, Telephone No: +603-2783 9299
Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, Fax No: +603-2783 9222
59200 Kuala Lumpur, Malaysia E-mail: [email protected]
This page has been intentionally left blank.
FORM OF PROXY SIME DARBY PROPERTY BERHAD
Registration No. 197301002148 (15631-P)
(Incorporated in Malaysia)

Number of ordinary IMPORTANT: Disclosure of Shareholder’s and Proxy’s Personal Data


CDS Account No.
shares held Please refer to the Notice to Shareholders under the Personal Data Protection Act 2010 (PDPA Notice) in the Annual Report
concerning the Company’s collection of your personal data for the purpose of the Company’s General Meeting(s).
– –
You hereby declare that you have read, understood and accepted the statements and terms contained in the PDPA Notice.

I/We
(FULL NAME OF SHAREHOLDER AS PER NRIC/PASSPORT/CERTIFICATE OF INCORPORATION IN CAPITAL LETTERS)
Dated this day of 2020
(NRIC/Passport/Company No. ) of  Signature/Common Seal of Member(s)
(ADDRESS)

* Please delete where inapplicable.


(ADDRESS)
Notes:
Tel. No. being a member/members of SIME DARBY PROPERTY BERHAD hereby
1. As part of the initiatives to curb the spread of Coronavirus 7. The instrument appointing a proxy shall be in writing
appoint the Chairman of the Meeting, as my/our proxy to attend and vote for me/us on my/our behalf at the Forty-Seventh Disease 2019 (“COVID-19”), the 47th AGM will be signed by the appointor or his/her attorney duly authorised
Annual General Meeting (“47th AGM”) of Sime Darby Property Berhad (“Sime Darby Property” or “the Company”) to be conducted on a virtual basis through live streaming and in writing or, if the appointor is a corporation, either
held at Banyan Room, Ground Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia, online remote voting via Remote Participation and Voting under its common seal or under the hand of two (2)
on Friday, 26 June 2020 at 10.00 a.m and at any adjournment thereof for the following resolutions as set out in the Notice (“RPV”) facilities which are available on Tricor Investor authorised officers, one of whom shall be a Director, or
of 47th AGM: & Issuing House Services Sdn Bhd’s TIIH Online website of its attorney duly authorised. Any alteration to the
at https://tiih.online. Please follow the procedures instrument appointing a proxy must be initialled.
NO. AGENDA provided in the Administrative Details for the 47th AGM
in order to register, participate and vote remotely via the 8. The appointment of proxy may be made in a hardcopy
RPV facilities. form or by electronic means as follows:
1. To receive the Audited Financial Statements for the financial year ended 31 December 2019 together with the Reports
i) In Hardcopy Form
of the Directors and the Auditors thereon 2. The venue of the 47th AGM is strictly for the purpose of
complying with Section 327(2) of the Companies Act 2016 The Form of Proxy or the Power of Attorney or other
ORDINARY BUSINESS RESOLUTION FOR AGAINST which requires the Chairman of the Meeting to be at the authority, if any, under which it is signed or a notarially
main venue. No Shareholders/proxy(ies) from the public certified copy of that power or authority, must be
2. To re-elect Dato’ Jaganath Derek Steven Sabapathy who retires in accordance with 1 deposited at the office of the Share Registrar of the
will be physically present at the meeting venue.
Rule 111 of the Constitution of the Company Company, Tricor Investor & Issuing House Services
3. Since the 47th AGM will be conducted via a virtual Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical
3. To re-elect Encik Rizal Rickman Ramli who retires in accordance with Rule 111 of 2 meeting, a Member entitled to attend and vote at the Business Suite, Avenue 3, Bangsar South, No. 8, Jalan
the Constitution of the Company Meeting may appoint the Chairman of the Meeting as Kerinchi, 59200 Kuala Lumpur, Malaysia, not less than
his/her proxy and indicate the voting instruction in the 48 hours before the time for holding this AGM or no
4. To re-elect Dato’ Azmir Merican Dato’ Azmi Merican who retires in accordance with 3 Form of Proxy. later than 24 June 2020 at 10.00 a.m.
Rule 92.3 of the Constitution of the Company ii) By Tricor Online System (TIIH Online)
4. Pursuant to Paragraph 8.29A(1) of the Main Market Listing
5. To approve the payment of fees to the Non-Executive Directors for the period from 4 Requirements of Bursa Malaysia Securities Berhad, all The Form of Proxy can be electronically submitted
27 June 2020 until the next Annual General Meeting of the Company to be held in resolutions set out in the Notice of the 47th AGM of the to the Share Registrar of the Company via TIIH Online
year 2021 Company shall be put to vote by way of a poll. (applicable to individual shareholder only). The website
to access TIIH Online is https://tiih.online (Kindly
5. Where a Member of the Company is an Authorised Nominee refer to the Annexure of the Administrative Details
6. To approve the payment of benefits to the Non-Executive Directors up to an amount 5 as defined under the Securities Industry (Central
of RM500,000 for the period from 27 June 2020 until the next Annual General – Electronic Submission of Form of Proxy for General
Depositories) Act 1991 (“SICDA”), he/she may appoint Meeting).
Meeting of the Company to be held in year 2021 the Chairman of the Meeting in respect of each Securities
Account he/she holds with ordinary shares of the Company 9. Only Members registered in the Record of Depositors as
7. To re-appoint PricewaterhouseCoopers PLT as Auditors of the Company for the financial 6 standing to the credit of the said Securities Account to at 15 June 2020 shall be entitled to attend, speak and
year ending 31 December 2020 and to authorise the Directors to determine their attend and vote at a meeting of the Company instead of vote at the 47th AGM or appoint the Chairman of the
remuneration him/her. Meeting as proxy to attend and vote on their behalf.
SPECIAL BUSINESS RESOLUTION FOR AGAINST 6. Where a Member of the Company is an Exempt Authorised
Nominee as defined under SICDA which holds ordinary
8. To approve the retention of Tengku Datuk Seri Ahmad Shah Alhaj Ibni Almarhum 7 shares in the Company for multiple beneficial owners in
Sultan Salahuddin Abdul Aziz Shah Alhaj as Independent Non-Executive Director one (1) Securities Account (Omnibus Account), there is
no limit to the number of proxies which the Exempt
9. To approve the Proposed Renewal of Shareholders’ Mandate and Proposed New 8 Authorised Nominee may appoint in respect of each
Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Omnibus Account it holds PROVIDED THAT each beneficial
Trading Nature owner of ordinary shares, or where the ordinary shares
are held on behalf of joint beneficial owners, such joint
My/Our proxy is to vote on the resolutions as indicated by an “X” in the appropriate space above. If no indication is given, beneficial owners, shall be entitled to instruct the Exempt
my/our proxy shall vote or abstain from voting as he/she thinks fit. Authorised Nominee to appoint the Chairman of the
Meeting to attend and vote at a general meeting of the
Company instead of the beneficial owner or joint beneficial
owners.

Fold Here

Affix Postage
THE SHARE REGISTRAR Stamp

SIME DARBY PROPERTY BERHAD


Registration No. 197301002148 (15631-P)
c/o Tricor Investor & Issuing House Services Sdn Bhd
Registration No. 197101000970 (11324-H)
Unit 32-01, Level 32, Tower A
Vertical Business Suite
Avenue 3, Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur
Malaysia

Fold Here
APPENDIX
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 < SEC 10 375

NOTICE TO SHAREHOLDERS UNDER THE PERSONAL DATA


PROTECTION ACT 2010

Sime Darby Property Berhad (“Sime Darby Property” or The processing, disclosure, dissemination and/or transfer of
“we” or “us” or “our”) strives to protect your personal data your personal data by us and/or the Group and/or third
in accordance with the Personal Data Protection Act 2010 party organisations or persons may result in your personal
(“the Act”). The Act was enacted to regulate the processing data being transferred outside of Malaysia.
of personal data. To comply with the Act, we are required to
manage the personal data that we collect from you relating To this end, we are committed to ensuring the confidentiality,
to your shareholding in Sime Darby Property. protection, security and accuracy of your personal data
made available to us. It is your obligation to ensure that all
The purposes for which your personal data may be used are, personal data submitted to us and retained by us are
but not limited to: accurate, not misleading, updated and complete in all
• Internal record keeping including but not limited to the aspects. For the avoidance of doubt, we and/or the Group
registration and management of your shareholding in and/or our or their employees or authorised officers or
Sime Darby Property agents will not be responsible for any personal data
• To provide services to you submitted by you to us that is inaccurate, misleading, not
• To communicate with you as a shareholder of Sime Darby up to date and incomplete.
Property
• To better understand your needs as our shareholder Further, we may request your assistance to procure the
• For security and fraud prevention purposes consent of third parties whose personal data is made
• For the purposes of statistical analysis of data available by you to us and you hereby agree to use your best
• For marketing activities endeavours to do so.
• For the purposes of our corporate governance
• To send you event invitations based on selected events You may at any time after the submission of your personal
• To comply with any legal, statutory and/or regulatory data to us, request for information relating to your personal
requirements data by contacting our share registrar, Tricor Investor &
• For the purposes of inclusion in media engagements and/ Issuing House Services Sdn Bhd if you wish to enquire about
or any relevant or related events any aspects of share registration matters:
• For the purposes of us preparing guest invitations, Tricor Investor & Issuing House Services Sdn Bhd
registration and/or sign-ups for our events
Unit 32-01, Level 32, Tower A
• For the purposes of printed and on-line publications
Vertical Business Suite
Avenue 3, Bangsar South
(collectively, “the Purposes”).
No. 8, Jalan Kerinchi
59200 Kuala Lumpur
Your personal data is or will be collected from information
provided by you, including but not limited to, postal,
Attention : Ms Lim Lay Kiow, Senior Manager
facsimile, telephone and e-mail communications with or
Tel No. : +603 2783 9299
from you, and information provided by third parties,
E-mail : [email protected]
including but not limited to, Bursa Malaysia Berhad and any
other stock exchange, and your stockbrokers and remisiers.
In addition, you may request for access to your personal data
by contacting your broker or alternatively, Tricor Investor &
You may be required to supply us with your name, NRIC No,
Issuing House Services Sdn Bhd as shown above if:
correspondence address, telephone number, facsimile
number and email address. • you require access to and/or wish to make corrections to
your personal data subject to compliance of such request
If you fail to supply us with such personal data, we may not for access or correction not being refused under the
be able to process and/or disclose your personal data for provisions of the Act and/or existing laws; or
any of the Purposes. • you wish to enquire about your personal data.
Please be informed that your personal data may be disclosed, Any personal data retained by us shall be destroyed and/or
disseminated and/or transferred to companies within the deleted from our records and system in accordance with our
Sime Darby Property Group (including the holding company, retention policy in the event such data is no longer required
subsidiaries, related and affiliated companies, both local for the said Purposes.
and international), whether present or future (collectively,
“the Group”) or to any third party organisations or persons In the event of any inconsistency between the English version
for the purpose of fulfilling our obligations to you in respect and the Bahasa Malaysia version of this Notice, the English
of the Purposes and all such other purposes that are related version shall prevail over the Bahasa Malaysia version.
to the Purposes and also in providing integrated services,
maintaining and storing records including but not limited to We trust that you will consent to the processing of your
the share registrar(s) appointed by us to manage the personal data and that you declare that you have read,
registration of shareholders. understood and accepted the statements and terms herein.
376 A N N U A L R E P OR T 2 0 1 9

NOTIS KEPADA PEMEGANG SAHAM DI BAWAH AKTA


PERLINDUNGAN DATA PERIBADI 2010

Sime Darby Property Berhad (“Sime Darby Property” atau Pemprosesan, penzahiran, penyebaran dan/atau pemindahan
“kami”) bermatlamat untuk melindungi data peribadi anda data peribadi anda oleh kami dan/atau Kumpulan dan/atau
selaras dengan Akta Perlindungan Data Peribadi 2010 (“Akta”). organisasi atau individu pihak ketiga mungkin mengakibatkan
Akta tersebut diperbuat untuk mengawal selia pemprosesan data peribadi anda dipindah ke luar Malaysia.
data peribadi. Bagi mematuhi Akta tersebut, kami dikehendaki
untuk menguruskan data peribadi yang kami kumpulkan Untuk tujuan ini, kami komited dalam memastikan penyulitan,
daripada anda berkenaan dengan pemegang saham anda di perlindungan, keselamatan dan ketepatan data peribadi anda
Sime Darby Property. yang diberikan kepada kami. Adalah tanggungjawab anda untuk
memastikan bahawa semua data peribadi yang diberikan kepada
Tujuan penggunaan data peribadi anda adalah untuk, tetapi kami dan disimpan oleh kami adalah tepat, tidak mengelirukan,
tidak terhad kepada: terkini dan lengkap dalam semua aspek. Bagi mengelakkan
• Penyimpanan rekod dalaman termasuk tetapi tidak terhad keraguan, kami dan/atau Kumpulan dan/atau pekerja atau
kepada pendaftaran dan pengurusan pegangan saham anda di pegawai yang diberi kuasa atau ejen kami tidak akan
Sime Darby Property bertanggung­jawab untuk apa-apa data peribadi yang diberikan
• Untuk memberikan perkhidmatan kepada anda oleh anda kepada kami yang tidak tepat, mengelirukan, bukan
• Untuk berkomunikasi dengan anda sebagai pemegang saham terkini dan tidak lengkap.
Sime Darby Property
• Untuk lebih memahami keperluan anda sebagai pemegang Selanjutnya, kami boleh meminta bantuan anda untuk memperolehi
saham kami persetujuan pihak ketiga yang data peribadinya telah diberikan
• Bagi maksud-maksud keselamatan dan pencegahan penipuan oleh anda kepada kami dan anda dengan ini bersetuju untuk
• Bagi maksud analisis statistik data menggunakan usaha terbaik anda untuk berbuat demikian.
• Untuk aktiviti pemasaran
• Bagi maksud tadbir urus korporat kami Anda boleh pada bila-bila masa selepas penyerahan data peribadi
• Untuk menghantar jemputan acara berdasarkan acara-acara anda kepada kami, meminta untuk mengakses data peribadi anda
terpilih dengan menghubungi pendaftar saham kami Tricor Investor &
• Untuk mematuhi apa-apa kehendak di sisi undang undang, Issuing House Services Sdn Bhd jika anda ingin membuat sebarang
statut, dan peraturan pertanyaan berkenaan dengan aspek-aspek pendaftaran saham:
• Bagi maksud penyertaan dalam penglibatan media dan/atau Tricor Investor & Issuing House Services Sdn Bhd
apa-apa acara relevan atau berkaitan
Unit 32-01, Level 32, Tower A
• Bagi maksud kami menyediakan jemputan tetamu, pendaftaran
Vertical Business Suite
dan/atau kemasukan untuk acara-acara kami
Avenue 3, Bangsar South
• Bagi maksud penerbitan bercetak dan penerbitan dalam talian
No. 8, Jalan Kerinchi
kami
59200 Kuala Lumpur
(secara kolektif, “Tujuan-Tujuan tersebut”).
Untuk perhatian : Cik Lim Lay Kiow, Pengurus Kanan
Data peribadi anda sedang atau akan dikumpul daripada No. Tel : +603 2783 9299
maklumat yang diberikan oleh anda, termasuk tetapi tidak E-mel : [email protected]
terhad kepada, komunikasi-komunikasi pos, faksimili, telefon
dan e-mel dengan atau daripada anda, dan maklumat yang Anda juga boleh membuat permintaan untuk mengakses data
diberikan oleh pihak ketiga, termasuk tetapi tidak terhad peribadi anda dengan menghubungi broker anda atau secara
kepada, Bursa Malaysia Berhad dan apa-apa bursa saham lain, alternatif Tricor Investor & Issuing House Services Sdn Bhd
dan broker saham dan remisier anda. seperti yang tersebut di atas jika:
• anda memerlukan akses kepada dan/atau ingin membuat
Anda mungkin diperlukan untuk memberikan kepada kami pembetulan kepada data peribadi anda, tertakluk kepada
nama, No. KP Baru, alamat surat-menyurat, nombor telefon, pematuhan permintaan untuk akses atau pembetulan itu tidak
nombor faksimili dan alamat emel anda. ditolak di bawah peruntukan Akta tersebut dan/atau undang-
undang yang sedia ada; atau
Jika anda gagal untuk memberikan kami data peribadi tersebut,
kami mungkin tidak dapat memproses dan/atau menzahirkan • anda ingin membuat pertanyaan mengenai data peribadi anda.
data peribadi anda bagi mana-mana Tujuan-Tujuan tersebut.
Apa-apa data peribadi yang dikekalkan oleh kami akan
Sila maklum bahawa data peribadi anda boleh dizahirkan, dimusnahkan dan/atau dipadamkan daripada rekod dan sistem
disebarkan dan/atau dipindahkan kepada syarikat-syarikat di kami mengikut polisi penyimpanan kami sekiranya data tersebut
dalam Kumpulan Sime Darby Property (termasuk syarikat induk, tidak lagi diperlukan bagi Tujuan-Tujuan tersebut.
anak-anak syarikat, syarikat-syarikat berkaitan dan bersekutu
tempatan dan antarabangsa), pada masa kini atau masa hadapan Sekiranya terdapat apa-apa konflik antara versi Bahasa Inggeris
(secara kolektif, “Kumpulan”), atau kepada mana-mana organisasi and versi Bahasa Malaysia dalam Notis ini, versi Bahasa Inggeris
atau individu pihak ketiga bagi maksud memenuhi tanggungjawab akan mengatasi versi Bahasa Malaysia.
kami kepada anda berkenaan dengan Tujuan-Tujuan tersebut dan
bagi semua maksud lain yang berkaitan dengan Tujuan-Tujuan Kami percaya bahawa anda akan bersetuju kepada pemprosesan
tersebut dan juga untuk memberikan perkhidmatan-perkhidmatan data peribadi anda dan anda mengakui bahawa anda telah
bersepadu, menyelenggara dan menyimpan rekod-rekod membaca, memahami dan menerima pernyataan-pernyataan dan
termasuk tetapi tidak terhad kepada pendaftar saham atau terma-terma dalam sini.
pendaftar-pendaftar saham yang dilantik oleh kami untuk
menguruskan pendaftaran pemegang saham.
APPENDIX
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 < SEC 10 377

NOTICE TO PROXIES UNDER THE PERSONAL DATA PROTECTION


ACT 2010

Sime Darby Property Berhad (“Sime Darby Property” or “we” To this end, we are committed to ensuring the confidentiality,
or “us” or “our”) strives to protect your personal data in protection, security and accuracy of your personal data
accordance with the Personal Data Protection Act 2010 (“the made available to us. It is your obligation to ensure that all
Act”). The Act was enacted to regulate the processing of personal data submitted to us and retained by us are
personal data. To comply with the Act, we are required to accurate, not misleading, updated and complete in all
manage the personal data that we collect from you relating to aspects. For the avoidance of doubt, we and/or the Group
your acting as a proxy for a shareholder in Sime Darby Property. and/or our or their employees or authorised officers or
agents will not be responsible for any personal data
The purposes for which your personal data may be used are, submitted by you to us that is inaccurate, misleading, not
but not limited to: up to date and incomplete.
• Internal record keeping including but not limited to the
registration of attendance at the general meeting(s) Further, we may request your assistance to procure the
• To communicate with you as a proxy for a shareholder of consent of third parties whose personal data is made
Sime Darby Property available by you to us and you hereby agree to use your best
• For security and fraud prevention purposes endeavours to do so.
• For the purposes of statistical analysis of data
• For the purposes of our corporate governance You may at any time after the submission of your personal
• To comply with any legal, statutory and/or regulatory data to us, request for access to your personal data from
requirements Tricor Investor & Issuing House Services Sdn Bhd if:
• you require access to and/or wish to make corrections to
(collectively, “the Purposes”). your personal data subject to compliance of such request
for access or correction not being refused under the
Your personal data is or will be collected from information provisions of the Act and/or existing laws; or
provided by you, including but not limited to, postal,
• you wish to enquire about your personal data.
facsimile, telephone and e-mail communications with or
from you, and information provided by third parties,
Tricor Investor & Issuing House Services Sdn Bhd
including but not limited to, Bursa Malaysia Berhad and any
other stock exchange, and your stockbrokers and remisiers. Unit 32-01, Level 32, Tower A
Vertical Business Suite
You may be required to supply us with your name, NRIC No. Avenue 3, Bangsar South
and correspondence address. No. 8, Jalan Kerinchi
59200 Kuala Lumpur
If you fail to supply us with such personal data, we may not
be able to process and/or disclose your personal data for Attention : Ms Lim Lay Kiow, Senior Manager
any of the Purposes. Tel No. : +603 2783 9299
E-mail : [email protected]
Please be informed that your personal data may be disclosed,
disseminated and/or transferred to companies within the Any personal data retained by us shall be destroyed and/or
Sime Darby Property Group (including the holding company, deleted from our records and system in accordance with our
subsidiaries, related and affiliated companies, both local retention policy in the event such data is no longer required
and international), whether present or future (collectively, for the said Purposes.
“the Group”) or to any third party organisations or persons
for the purpose of fulfilling our obligations to you in respect In the event of any inconsistency between the English
of the Purposes and all such other purposes that are related version and the Bahasa Malaysia version of this Notice, the
to the Purposes and also in providing integrated services, English version shall prevail over the Bahasa Malaysia
maintaining and storing records including but not limited to version.
the share registrar(s) appointed by us to manage the
registration of shareholders. We trust that you will consent to the processing of your
personal data and that you declare that you have read,
The processing, disclosure, dissemination and/or transfer of understood and accepted the statements and terms herein.
your personal data by us and/or the Group and/or third
party organisations or persons may result in your personal
data being transferred outside of Malaysia.
378 A N N U A L R E P OR T 2 0 1 9

NOTIS KEPADA PROKSI DI BAWAH AKTA PERLINDUNGAN DATA


PERIBADI 2010

Sime Darby Property Berhad (“Sime Darby Property” atau Pemprosesan, penzahiran, penyebaran dan/atau pemindahan
“kami”) bermatlamat untuk melindungi data peribadi anda data peribadi anda oleh kami dan/atau Kumpulan dan/atau
selaras dengan Akta Perlindungan Data Peribadi 2010 organisasi atau individu pihak ketiga mungkin mengakibatkan
(“Akta”). Akta tersebut diperbuat untuk mengawal selia data peribadi anda dipindah ke luar Malaysia.
pemprosesan data peribadi. Bagi mematuhi Akta tersebut,
kami dikehendaki untuk menguruskan data peribadi yang Untuk tujuan ini, kami komited dalam memastikan penyulitan,
kami kumpulkan daripada anda berkenaan dengan perwakilan perlindungan, keselamatan dan ketepatan data peribadi anda
anda sebagai proksi untuk pemegang saham Sime Darby yang diberikan kepada kami. Adalah tanggungjawab anda
Property. untuk memastikan bahawa semua data peribadi yang diberikan
kepada kami dan disimpan oleh kami adalah tepat, tidak
Tujuan penggunaan data peribadi anda adalah untuk, tetapi mengelirukan, terkini dan lengkap dalam semua aspek. Bagi
tidak terhad kepada: mengelakkan keraguan, kami dan/atau Kumpulan dan/atau
• Penyimpanan rekod dalaman termasuk tetapi tidak pekerja atau pegawai yang diberi kuasa atau ejen kami tidak
terhad kepada pendaftaran kehadiran di mesyuarat akan bertanggungjawab untuk apa-apa data peribadi yang
(-mesyuarat) agung diberikan oleh anda kepada kami yang tidak tepat,
• Untuk berkomunikasi dengan anda sebagai proksi untuk mengelirukan, bukan terkini dan tidak lengkap.
pemegang saham Sime Darby Property
• Bagi maksud-maksud keselamatan dan pencegahan Selanjutnya, kami boleh meminta bantuan anda untuk
penipuan memperolehi persetujuan pihak ketiga yang data peribadinya
• Bagi maksud analisis statistik data telah diberikan oleh anda kepada kami dan anda dengan ini
• Bagi maksud tadbir urus korporat kami bersetuju untuk menggunakan usaha terbaik anda untuk
• Untuk mematuhi apa-apa kehendak di sisi undang berbuat demikian.
undang, statut, dan/atau peraturan
Anda boleh pada bila-bila masa selepas penyerahan data
(secara kolektif, “Tujuan-Tujuan tersebut”). peribadi anda kepada kami, meminta untuk mengakses data
peribadi anda daripada Tricor Investor & Issuing House
Data peribadi anda sedang atau akan dikumpul daripada Services Sdn Bhd jika:
maklumat yang diberikan oleh anda, termasuk tetapi tidak • anda memerlukan akses kepada dan/atau ingin membuat
terhad kepada, komunikasi-komunikasi pos, faksimili, pembetulan kepada data peribadi anda, tertakluk kepada
telefon dan e-mel dengan atau daripada anda, dan maklumat pematuhan permintaan untuk akses atau pembetulan itu
yang diberikan oleh pihak ketiga, termasuk tetapi tidak tidak ditolak di bawah peruntukan Akta tersebut dan/
terhad kepada, Bursa Malaysia Berhad dan apa-apa bursa atau undang-undang yang sedia ada; atau
saham lain, dan broker saham dan remisier anda.
• anda ingin membuat pertanyaan mengenai data peribadi
anda.
Anda mungkin diperlukan untuk memberikan kepada kami
nama, No. KP Baru dan alamat surat-menyurat.
Tricor Investor & Issuing House Services Sdn Bhd
Jika anda gagal memberikan kami data peribadi tersebut, Unit 32-01, Level 32, Tower A
kami mungkin tidak dapat memproses dan/atau menzahirkan Vertical Business Suite
data peribadi anda bagi mana-mana Tujuan-Tujuan tersebut. Avenue 3, Bangsar South
No. 8, Jalan Kerinchi
Sila maklum bahawa data peribadi anda boleh dizahirkan, 59200 Kuala Lumpur
disebarkan dan/atau dipindahkan kepada syarikat-syarikat Untuk perhatian : Cik Lim Lay Kiow, Pengurus Kanan
di dalam Kumpulan Sime Darby Property (termasuk syarikat No. Tel : +603 2783 9299
induk, anak-anak syarikat, syarikat-syarikat berkaitan dan E-mel : [email protected]
bersekutu tempatan dan antarabangsa), sama ada pada masa
kini atau masa hadapan (secara kolektif, “Kumpulan”), atau Apa-apa data peribadi yang dikekalkan oleh kami akan
kepada mana-mana organisasi atau individu pihak ketiga dimusnahkan dan/atau dipadamkan daripada rekod dan sistem
bagi maksud memenuhi tanggungjawab kami kepada anda kami mengikut polisi penyimpanan kami sekiranya data
berkenaan dengan Tujuan-Tujuan tersebut dan bagi semua tersebut tidak lagi diperlukan bagi Tujuan-Tujuan tersebut.
maksud lain yang berkaitan dengan Tujuan-Tujuan tersebut
dan juga untuk memberikan perkhidmatan-perkhidmatan Sekiranya terdapat apa-apa konflik antara versi Bahasa
bersepadu, menyelenggara dan menyimpan rekod-rekod Inggeris dan versi Bahasa Malaysia dalam Notis ini, versi
termasuk tetapi tidak terhad kepada pendaftar saham atau Bahasa Inggeris akan mengatasi versi Bahasa Malaysia.
pendaftar-pendaftar saham yang dilantik oleh kami untuk
menguruskan pendaftaran pemegang saham. Kami percaya bahawa anda akan bersetuju kepada
pemprosesan data peribadi anda dan anda mengakui bahawa
anda telah membaca, memahami dan menerima pernyataan-
pernyataan dan terma-terma di sini.
APPENDIX
SEC 1 SEC 2 SEC 3 SEC 4 SEC 5 SEC 6 SEC 7 SEC 8 SEC 9 < SEC 10 379
380 A N N U A L R E P OR T 2 0 1 9

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