Sime Darby: Developing Sustainable Futures

Sime Darby’s Commitment to Corporate Governance

It is the Group’s objective to strengthen its corporate governance continuously

  • Promote integrity, transparency, accountability and responsiveness

  • Ensure appropriate checks and balance between Divisions and the Group

  • Cultivate ethical business conduct behavior through the new Code of Business Conduct

Sime Darby Corporate Governance Framework

The Board of Sime Darby Berhad is also known as Main Board and has overall responsibility for the Group. The Main Board is supported by Flagship Subsidiary Boards (“FSBs”), each with oversight of one Division.
The matters reserved for the Main Board include:

  • Divisional strategy, plans and budget
  • Acquisitions and disposals and transactions exceeding the authority limits of FSBs
  • Changes to senior Divisional management
  • Changes to key policies, procedures and delegated authority limits of the Group
The FSBs officially formed in January 2011
  • Meets on a quarterly basis, prior to the main Board meeting
  • Subject to the oversight and counsel of the Main Board
  • Each FSB will also be supported by a GAC and a TC if required
Sime Darby Corporate Governance

The Board Committees

The Board Committees are established to assist Main Board in the discharge of its statutory and fiduciary responsibilities. There are six Board Committees namely; Governance and Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Sustainability Committee, Litigation Committee as well as Long-Term Incentive Plan Committee.
Their functions and roles are as follow:

Governance and Audit Committee (“GAC”)
  • Ensures effective corporate governance, internal control and external financial reporting practices
  • Oversee the remit & work of the internal auditors
  • Ensure an objective & professional relationship with the external auditors
  • Terms of Reference
Nomination and Remuneration Committee (“NRC”)
  • Manages the nomination and remuneration process for the various Board and Board Committees and other pivotal management positions within the Group
  • Terms of Reference
Risk Management Committee (“RMC”)
  • Ensures that the risk management function for the Group is functioning effectively and that there are adequate processes in place to manage the key risks affecting the Group
  • Reviews investments proposals which are considered significant from a risk perspective (in line with the limits of authority)
  • Terms of Reference
Board Sustainability Committee (“BSC”)
  • Assists the Board in fulfilling its oversight responsibilities in relation to the Group’s objectives, policies and practices pertaining to sustainability, more particularly on People, Planet and Profits
  • Terms of Reference
  • Sustainability Committee Charter

Sime Darby is the first GLC to sign the Corporate Integrity Pledge as part of its effort towards enhancing its image

Sime Darby Corporate Governance

On the 9th June 2011, Sime Darby took the initiative as the first GLC to sign the Corporate Integrity Pledge, as part of its anti-corruption measures. In line with the Group’s foundation which is built on the Core Values that guide the actions and the way we conduct our businesses
The objectives of the signing and handling of the Corporate Integrity Pledge are;
  • To educate its suppliers and employees as regards to business ethics and integrity, in accordance with rules and regulations set by the Authority
  • All Sime Darby staff and stakeholders will be given training on integrity enhancement and corruption prevention

Implementation of Sime Darby Corporate Governance Framework

The framework is primarily implemented through two ways and there are:

Sime Darby Corporate Governance

Dealings by Directors and Principal Officers in the Securities of Sime Darby Berhad

Directors and principal officers of Sime Darby Berhad are required to give notice in writing to the Company whenever they have dealings in the securities of Sime Darby Berhad as prescribed under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. A general announcement in relation to the dealings by directors and principal officers is released by the Company through Bursa Malaysia Securities Berhad, upon receipt of notification.

The announcements can be viewed through Bursa Malaysia and Sime Darby websites.

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Our Business Units
  • Sime Darby Plantation
  • Sime Darby Industrial
  • Sime Darby Motors
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  • Sime Darby Energy & Utilities
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