Sime Darby: Developing Sustainable Futures

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:

  • Group and Divisional strategy, corporate plans and annual budget;
  • Acquisitions and disposals of undertakings and properties, and transactions above the amount set out in the Limits of Authority of the FSB. This applies to:
    1. both capital and revenue items;
    2. related party transactions; and
    3. both usual and project related transactions;
  • Major investments, divestments, mergers and joint ventures;
  • Changes to Management including the appointment and/or removal of those in key pivotal positions and the control structure within the Division; and
  • Changes to key policies and procedures and delegated limits of authority.
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 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 four Board Committees namely; Governance and Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and Sustainability Committee and 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
Sustainability Committee (“SC”)
  • 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

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

Disclosures & Transparency

Dealings in SDB securities by directors and principal officers of SDB are announced through Bursa Malaysia Securities Berhad. The announcements can be viewed through

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