About Us

Corporate Governance

Our Commitment
Governance is not just about adherence to a set of recommendations. It is a way of doing business and is at the heart of everything we do.
Sime Darby’s Corporate Governance objectives include:

  • Promote integrity, transparency, accountability and responsiveness
  • Ensure appropriate checks and balances between Divisions and the Group
  • Cultivate ethical business behaviour through the Code of Business Conduct
Corporate Governance Framework
Two-Tier Board Structure

The Board of Sime Darby Berhad (SDB), also known as Main Board, has overall responsibility for the Group. The Main Board is supported by Board Committees and Flagship Subsidiary Boards (“FSBs”), each with oversight of one Division. The FSB's meets on a quarterly basis, prior to the main Board meeting.

  • Click here for the FSBs Meeting Attendence for Financial Year ended 30 June 2016
  • Click here to view the FSBs Salient Terms of Reference
Two-Tier Board Structure
Board Charter

The Company has developed a Board Charter which sets out the Board’s strategic intent and outlines the Board’s roles, powers and responsibilities that the Board specifically reserves for itself, and those which it delegates to Management and in so doing, also sets the tone of the various Board Committees and Flagship Subsidiary Boards.

Click here to view the Board Charter.
Promoting Diversity

The Board recognises that diversity is one of the key drivers to enhance board effectiveness as diversity broadens the debate within the Board. The Board Composition Policy provides that diversity in terms of skills, background, knowledge, international and industry experience, culture, independence, age and gender, among many other factors, will be taken into consideration when seeking to appoint a new Director to the Board so as to bring relevant perspectives to Board discussions.

Click here to read the salient features of the Board Composition Policy.
Board Committees

The Board Committees are established to assist the Main Board in the discharge of its statutory and fiduciary responsibilities. There are four Board Committees, namely Governance & Audit Committee, Nomination & Remuneration Committee, Risk Management Committee and Sustainability Committee, and their functions and roles are as follows:
Governance & Audit Committee (“GAC”)
  • Ensures effective corporate governance, internal control and external financial reporting practices.
  • Oversee the remit and work of the internal auditors.
  • Ensure an objective and professional relationship with the external auditors.
  • Terms of Reference
Nomination & Remuneration Committee (“NRC”)
  • Manages the nomination and remuneration process for the various Board and Board Committees and other pivotal management positions within the Group.
  • One of the key functions of the NRC is to recommend members for appointments to the Board and Board Committees and to ensure appropriate assessment of Directors on an ongoing basis. The NRC shall consider and recommend to the Board the following selection criteria for new appointment as Directors of Sime Darby Berhad:

    • Skills, knowledge, expertise and experience;
    • Time commitment, character, professionalism and integrity;
    • Perceived ability to work cohesively with other members of the Board;
    • Specialist knowledge or technical skills in line with the Group's strategy;
    • Diversity in age, gender and experience/background; and
    • Number of directorship in companies outside the Group
  • Recommends to the Board the composition of the Board which must comprise a majority of independent directors where the Chairman of the Board is not an independent director. The nomination of new members of the Board is deliberated upon by the Board as a whole.
  • Administers the Long Term Incentive Plan function including any incentive plan implemented or to be implemented by 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 Prosperity.
  • Terms of Reference
Management Structure

The Management Structure has been aligned to suit the two-tier Board Structure. The Group's matrix reporting structure is to ensure effective Group oversight over divisional activities and operating entities. The President & Group Chief Executive is accountable to the Main Board and has overall management responsibility for the Group's performance, organisational effectiveness as well as the implementation of Main Board policies and decisions.
Managing Functional and Divisional Entities

Assurance, Compliance and Risk as the Key Governance Function Teams

Within the Sime Darby Group, the three gatekeepers of good corporate governance are the Assurance, Compliance and Risk Management functions. The direct reporting lines to the Governance & Audit Committee and the Risk Management Committee enables these functions to operate with a high degree of impartiality and independence.
Business Principles

All our operations subscribe to the Sime Darby Business Principle, which outlines the desired standard of behaviour and conduct for all our businesses:

  • Health, Safety and Environment
    Health and safety are important for our employees and communities where we operate. We shall provide a safe and healthy workplace setting to prevent accidents and injury. We ensure our business operations are sustainable, by proactively addressing environmental challenges, and respecting fundamental human rights, without sacrificing long-term economic value creation.

  • Compliance
    Complying with all applicable laws, rules and regulations in the countries that we operate.

  • Working with Local Communities
    Engaging with and contributing to local communities in a socially responsible manner wherever we operate, without compromising the benefits of any particular stakeholder.

  • Fair Business Practices
    Ensuring that we promote fair business practices and compete in an ethical manner.
Corporate Governance Initiatives
Group Compliance Office (GCO)

Sime Darby recognises that the responsibility for managing compliance risks and obligations in the Group lies not just with the Management but also with every employee. As part of our efforts to ensure compliance throughout the Group at every level, a dedicated GCO reporting directly to the Governance & Audit Committee (GAC) is established. GCO is responsible to assist the Board, GAC and Management in coordinating compliance risk management activities and to provide reasonable assurance to the Board, GAC and Management that the Group’s operations and activities are conducted in line with all regulatory requirements, internal policies & procedures and standards of good business practice.
Group Policies & Authorities (GPA)

Sime Darby’s Group Policies & Authorities prescribes the following:

  • Functional Policies
    To describe the approach taken by Group Head Office departments to achieve corporate objectives
  • Standard of ethical behaviour and business conduct
    To establish sustainable business practices and enhance the images of the Sime Darby Group
  • Policies to protect corporate assets
    To safeguard the integrity of the Group's physical and intangible asset
  • Key group processes
    To ensure effective functioning of key management processes
  • Limit of Authority
    To govern the manner in which the Management and Employees of the Group are authorised to enter into financial commitment(s) on behalf of the Group
  • Sime Darby reviews the GPA annually

View the Sime Darby Policies and Legislations
Corporate Integrity Pledge

Sime Darby is a signatory to the Corporate Integrity Pledge, reflecting our commitment to uphold Anti-Corruption Principles in Malaysia.
Company’s Articles of Association

Click here for Company’s Articles of Association.
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