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SUSTAINABLE
GROWTH
AN N UAL R E P O R T 2 019
RAISING THE BAR ON
SUSTAINABLE GROWTH
‘Raising the Bar on Sustainable Growth’ is the driving theme of our Integrated Report, which
documents Sime Darby Plantation’s journey in the financial year 2019. The theme is reflected in
the overall green hues of the cover design, which embodies our deep-rooted legacy in
sustainability. The curved and contour lines simultaneously represent the topography of our
plantations and supply chain. The elevated peaks signify the standards we set to raise the bar on
sustainable growth – the latest of which is to ‘draw the line on deforestation’ as unveiled in this
financial year. A circle highlighting the topography denotes ‘Crosscheck’ – the online tool which
enables traceability of our supply chain.
Deforestation is an urgent challenge for the planet. People around the world are concerned about
the continued rapid rate of deforestation, and that the palm oil industry is contributing to the problem.
As the world’s largest producer of certified sustainable palm oil, this concerns us too.
Sime Darby Plantation (SDP) has worked to produce palm oil responsibly for a long time, because we believe it
is the right thing to do for our company, for the industry, and for forests globally. We made our
Zero Burning commitment over 30 years ago, even before we became the founding members
of the Roundtable on Sustainable Palm Oil (RSPO) in 2004. Today, we are committed to upholding the
Yet the standards to which we hold ourselves continue to evolve: today, we are operating to higher standards
than we did in the past. Amid intensifying global debate on the viability of the palm oil sector and its ability to
contribute to a sustainable future, the expectations from our stakeholders have increased and
Knowing that the industry needs to make a step change, we have taken a stand to draw the line on
deforestation throughout our supply chain. We are committed to help make deforestation an unviable
way to participate in the industry. In the year under review, SDP also backed this commitment through
our Research and Development capabilities, enabling us to produce more yield on our existing land. By
removing the need to deliver growth through the expansion of our plantation into new areas, we can help to
Our teams are committed to making a meaningful impact, but we know we could not achieve what we aim to
do without like-minded partners. By working together with our industry peers, NGOs as well as third party
suppliers and smallholders in our supply chain, we believe that we can provide long term business advantage
and growth prospects for the palm oil industry, and raise the bar on sustainable growth.
This sector has been critical to providing livelihoods and economic prosperity for palm oil producing
regions over many years. Now, it is imperative that we continue to work together with our partners in improving
the economic, environmental and social performance of our business as well as that of the palm oil industry.
HOW WE ARE RAISING THE BAR
COMMITTED TO TRACEABILITY
Crosscheck
To achieve this level of visibility, we developed Crosscheck, a new online tool that
allows anyone to trace sources of our palm oil supply down to the mill level. The
open source platform places all our mills and refineries, including third-party
suppliers, on a digital map with the aim of ensuring traceability and inviting
others to alert us to problems so that we can act on them.
INSPIRING CHANGE
Working in Partnership
Our goal is to expand the sphere of like-minded stakeholders and smallholders
operating to the NDPE standards, especially those within our supply chain.
We have extended these standards to our third-party suppliers to improve their
sustainability compliance. We also believe in obtaining independent feedback
and input to further improve our own standards and practices, as well as raising
the bar on sustainable growth for the industry.
I N S I D E
T H I S R E P O R T
001
004
Raising The Bar On Sustainable Growth
About Our Report
038-039
MANAGEMENT D ISCUSSI O N
006 Our Approach To Integrated Thinking
& A NA LYS I S
008 Our Approach To Sustainability
STRATEGIC REVIEW
010-011 040
044
Our Market Landscape
Our Value Creation Model
OVERVIE W 046 Stakeholder Engagement
048 Managing Our Material Matters
012 Vision & Values 050 Our Strategies
013 Who We Are 051 Rise To Apex
014 What We Do
PERFORMANCE REVIEW
016 Global Footprint
Financial Review
018 Our Financial Highlights
054 Group Financial Review
019 Corporate Information
061 5-Year Financial Highlights
Business Review
020-021 062 Upstream
KE Y ME SSAGE S 068 Sime Darby Oils
072 Others: Renewables
114-115
LE AD ERSHIP
138-139
GOVERNANCE FR AME WO RK
370-371
140 Corporate Governance Overview Statement
150 Governance & Audit Committee Report
160 Nomination & Remuneration Committee AD D ITI O NAL INF O RMATI O N
Report
164 Sustainability Committee Report
372 Properties Of The Group
169 Board Tender Committee Report
378 Analysis Of Shareholdings
171 Risk Management Committee Report
381 Additional Compliance Information
174 Statement On Risk Management And Internal
387 Financial Calendar
Control
388 Share Price Movement
183 Statement Of Responsibility By The Board Of
Directors 389 Notice To Shareholders
(Under The Personal Data Protection Act 2010)
390 Notis Kepada Pemegang Saham
184-185 391
(Di Bawah Akta Perlindungan Data Peribadi 2010)
Notice To Proxies
FINANCIAL S TATEMENTS (Under The Personal Data Protection Act 2010)
(“Notice”)
392 Notis Kepada Proksi
186 Directors’ Report
(Di Bawah Akta Perlindungan Data Peribadi 2010)
191 Statements Of Profit Or Loss (“Notis”)
192 Statements Of Comprehensive Income 393 Global Reporting Initiative (GRI) Content Index
193 Statements Of Financial Position
195 Consolidated Statement Of Changes In Equity
196 Company Statement Of Changes In Equity
197 Statements Of Cash Flows
202 Notes To The Financial Statements
364 Statement By Directors
364 Statutory Declaration
365 Independent Auditors’ Report
ABOUT
OUR REP ORT
Reporting Boundary
C ROS S RE F E RE NC E S
Standards (MFRS).
Our Capitals
Our relevance as a business today and in the future, Capitals Impacted
as well as our ability to create long term value, are
MANUFACTURED
interrelated and fundamentally dependent on the FINANCIAL CAPITAL
CAPITAL
forms of capital available to us (our inputs), how we
use them (our value-added activities), and our impact INTELLECTUAL
NATURAL CAPITAL
CAPITAL
and the value we produce (our outputs and
outcomes). SOCIAL & RELATIONSHIP
HUMAN CAPITAL
CAPITAL
OUR APPROACH
TO INTEGR ATED THINKING
PERFORMANCE LINKED TO
Influencing Our Integrated Thinking VALUE CREATION
Our high-performance culture is
supported by an environment in
which our people are
empowered and rewarded for
their contribution towards
realising our purpose and vision.
OUR STAKEHOLDERS
Our stakeholders are the providers of financial
and non-financial capitals that we need to
create value. Our proactive engagement with
stakeholders provides a platform for us to
share how we execute our business strategy
and activities, shape products and services,
help us manage and respond to their
concerns as well as expectations, minimise
reputational risks and positively influence the
OUR MATERIAL OUR ABILITY TO CREATE AND
environment that we operate in.
ISSUES PROTECT VALUE
Our material
Our governance approach
issues synthesise
OUR OPERATING CONTEXT promotes strategic decision-
the interests of
Our organisational agility supports flexible making that combines long term
the Group and
strategic responses to the cyclical pressures in our stakeholders, and short term outcomes to
our markets while aligning our business taking into reconcile the interests of the
effectively to the structural shifts in our account Group and society in our pursuit
industry in the long term. We identify focused structural shifts of sustainable value. Our
specific opportunities for revenue generation, and cyclical governance framework supports
pressures in our the creation and protection of
and use well-developed risk models to
operating value in our activities which
anticipate and manage the impact of risks.
context. They enables ethical and effective
We align our strategy to changes in our
steer our
operating environment, instil an innovation- leadership and a sustainable
priorities in
driven culture throughout the Group and organisation.
managing our
continually enhance our capabilities. strategic value
drivers.
OUR STRATEGY
Our Group strategy is focused on creating
sustainable value. It represents our
commitment to the shared future we are
creating for our people and our stakeholders.
Our strategic value drivers and focus areas
align our allocation of resources to our REMUNERATION THAT DRIVES
strategy. They determine and provide the VALUE OVER TIME
basis for measuring the value we create.
Our reward philosophy reflects
the Group strategy and is
aligned to our value drivers
through the lenses of client
experience, productivity and
shareholder value.
Annual Report 2019 PG. 006 – 007
OPERATIONAL PERFORMANCE
Investors
Customers
Suppliers/Business Partners
Employees
Strategy
MACROECONOMIC CONDITIONS GROWTH Is the investment or
Investors opportunity aligned with
Customers our strategy?
Material Issues Impacting SDP
Capability
RESILIENCE
SOCIAL AND
Does the investment or
ENVIRONMENTAL IMPACT
opportunity fall within our
Investors risk appetite and available
Customers resources, and can we
Suppliers/Business Partners
deliver it through our
Employees
existing expertise and
Civil Society Organisations/NGOs
Society/Communities processes?
Government/Authorities/Regulators
Value
RETURNS
CAPITAL MANAGEMENT
Investors
Shareholders
Suppliers/Business Partners
OUR APPROACH
TO SUSTAINABILIT Y
Deliver Sustainable These policies, procedures and internal operating systems are
Contribute to
Development fundamental to SDP as a sustainable palm oil producer today.
a Better Society
We want to build on that foundation to devise new forward-
looking solutions that will help to drive change across the
Minimise industry and catalyse business growth in a sustainable way.
Environmental Harm
Annual Report 2019 PG. 008 – 009
DRIVING CHANGE THROUGH TRACEABILITY As the industry continues to mature and face new and
emerging risks, it is a collective responsibility for us and our
We believe that the frontline of halting deforestation is partners to evolve how we operate. Throughout 2019,
increasing traceability across the sector. By tracking supply we formed new alliances and strengthened existing
back to the source, we can identify where the problems are collaborations to tackle some of the complex sustainability
and take action more effectively. problems we face.
O UR VISI O N
To be the Leading Integrated Global R&D
Over 190 technocrats, scientists
Palm Oil Player
and technicians working together
to improve every aspect of our
business
O UR VALUE S
Integrity
Enterprising
Excellence
UPSTREAM
583,766 ha planted with oil palm
Annual Report 2019 PG. 012 – 013
WHO
WE ARE
OVERVIEW
Leveraging the potential of related 776,812 hectares (ha) of landbank spread across Malaysia,
products along the palm oil value Indonesia, Papua New Guinea (PNG) and the Solomon
chain to create a portfolio of
Islands (SI), of which 583,766 ha are currently being
sustainable businesses
cultivated for oil palm. Under this sector, the Group is
also involved in rubber, sugar cane plantation as well as
cattle rearing.
343,254
Total Landbank
hectares (ha)
Upstream operations
encompass 240 estates
and 69 palm oil mills
located in Malaysia,
Indonesia, Papua New
Guinea and the Solomon
Islands where fresh fruit
bunches (FFB) from our In Malaysia, we own and operate 123 oil
estates are delivered to our palm estates in Peninsular Malaysia,
mills to be processed into Sarawak and Sabah, 34 palm oil mills, as
crude palm oil (CPO). well as 12,606 ha of rubber plantations in
the states of Kedah, Perak, Negeri Sembilan
and Johor in Peninsular Malaysia
GLOBAL PRESENCE
SIME DARBY OILS
190
190 SCIENTISTS AND TECHNICIANS
developing better seedlings and systems to
enhance plantation yields
Annual Report 2019 PG. 014 – 015
287,460
Total Landbank
ha 146,098
Total Landbank
ha
In Indonesia we own and operate 66 oil In Papua New Guinea & Solomon Islands,
palm estates, 1 rubber estate and 23 we own and operate 48 oil palm estates,
palm oil mills located in Sumatera, 12 palm oil mills, as well as sugar cane
Kalimantan and Sulawesi plantation and grazing pasture for cattle
rearing
OVERVIEW
Our operations are located in:
Malaysia The Netherlands 1
Indonesia USA
Singapore United Kingdom
Thailand South Korea
China Japan
South Africa Papua New Guinea
Germany Solomon Islands
UAE
Philippines
RENEWABLES
UNITED
KINGDOM
GERMANY
NETHERLANDS
UAE
USA
Certifications
Malaysian Sustainable
Palm Oil (MSPO)
Roundtable on Sustainable
Palm Oil (RSPO)
Indonesian Sustainable
Palm Oil (ISPO)
Annual Report 2019 PG. 016 – 017
16
Countries
776,812
OVERVIEW
Hectares Landbank
240
Estates
*including oil palm, rubber,
sugar cane and grazing pasture
1
SOUTH
KOREA JAPAN
CHINA
71
Mills
*including two (2) copra mills
PHILIPPINES
THAILAND
SINGAPORE SOLOMON
MALAYSIA
ISLANDS
11
Refineries
3
Innovation Centres
OUR FINANCIAL
HIGHLIGHTS
14,336
15,000 3,000
2,737
12,062
2,500
12,000
2,000
9,000
6,518
1,500
6,000
1,000
615
3,000
406
500
0 0
FY2018 FP2018* FY2019 FY2018 FP2018* FY2019
2,000 16
1,500 12 14.1
1,000 8
4.6
500 4
300
122
0.9
0 0
FY2018 FP2018* FY2019 FY2018 FP2018* FY2019
25 11,000
9,679
10,000
20.51
19.77
20 9,000
8,000
7,000
15
5,556
6,000
11.25
5,000
10
4,000
3,000
0000
5 2,000
1,000
0 0
FY2018 FP2018* FY2019 FY2018 FP2018* FY2019
CORP OR ATE
INFORMATION
As At 2 April 2020
BOARD OF DIRECTORS
TAN SRI DATO’ A. GHANI OTHMAN TUNKU ALIZAKRI RAJA MUHAMMAD ALIAS
Non-Independent Non-Executive Chairman Non-Independent Non-Executive Director
OVERVIEW
DATO’ HENRY SACKVILLE BARLOW
Independent Non-Executive Director
Tricor Investor & Issuing House Services Sdn Bhd Listed on the Main Market of Bursa Malaysia Securities
Registration No.: 197101000970 (11324-H) Berhad since 30 November 2017.
Stock Code : 5285
Office:
Stock Name : SIMEPLT
Unit 32-01, Level 32, Tower A
Vertical Business Suite
Avenue 3, Bangsar South
PLACE OF INCORPORATION AND DOMICILE
No. 8, Jalan Kerinchi
59200 Kuala Lumpur, Malaysia. Malaysia
Tel : +(603) 2783 9299
Fax : +(603) 2783 9222
Email : is.enquiry@my.tricorglobal.com
Customer Service Centre:
Unit G-3, Ground Floor, Vertical Podium
Avenue 3, Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur, Malaysia.
K E Y
M E SSAG E S
022 Chairman’s Message
030 Group Managing Director’s Review
C H A I R M A N ’ S
M E S S A G E
“As the world’s largest producer of Certified Sustainable Palm Oil (CSPO), we are imbued
with a great sense of responsibility towards the industry that has provided for the well-
being and livelihood of generations in palm oil producing regions. At Sime Darby
Plantation, we know we have to continuously demonstrate our leadership by raising the
bar on sustainable growth. It is not only an expectation from our stakeholders, but also
our own aspiration to set new benchmarks and improve standards, as well as positively
contribute to the sector’s sustainable future.”
* A
s per the latest official announcement made by the Malaysian government
on 23 April 2020.
Annual Report 2019 PG. 022 – 023
KEY MESSAGES
2
Over
580k
Hectares
Planted with Oil Palm
Annual Report 2019 PG. 024 – 025
Nevertheless, the Group should never has impacted demand from the
be under the illusion that our industry world’s largest palm oil importer, thus
would be insulated from the impact setting up a discouraging start to the
of this pandemic as it has not reached new year 2020 for the Malaysian palm
its peak, and many nations are still oil industry.
struggling to contain the rapid
increase in global infection rate and In the year under review, SDP navigated
mortality. A prolonged pandemic may through the various challenges by
impact global markets, disrupt supply focusing on improving its efficiencies
chains and economies, and trigger a and operating at the lowest possible
looming global recession which could costs. We had felt it vital to provide a
also impact palm oil’s supply and focal point to initiate, structure and
demand worldwide. drive change within the Group to
survive the “New Normal” of low
KEY MESSAGES
I would like to assure our shareholders commodity prices.
that the Group will, to the best of our
abilities, weather through the Our key to survival and competitiveness
challenging period ahead and deal was our diversification strategy, which
with the assault of the COVID-19 allowed us to explore new
pandemic. Mitigation plans have been opportunities for growth across
put in place by the Group to minimise different markets, as well as in our
any adverse impact of this pandemic Downstream business, which is now
to our business and we will continue represented by a new brand, Sime
to rely on the Group’s diversity, as Darby Oils. From differentiated 2
well as our resolve and resilience as products to alternative sectors such
we have done many times in the past. as renewables, the Group’s integrated
supply chain allowed us to leverage
Indeed, these are the qualities that on our presence across the palm oil
have taken us through the challenges production value chain. In short, we
of FY2019 as presented in this report. were partially insulated against socio-
Our tenacity throughout the year economic, political, environmental
under review demanded the focus and social influences due to our
and readiness to make decisive, and integrated approach to business.
sometimes, difficult decisions while
we leveraged on our inherent We continued to dedicate our
strengths. resources towards some of the most
critical aspects of our business such
The tough market conditions faced as our replanting and outside crop
by the palm oil industry in the Group’s programmes; upskilling of human
previous financial period continued capital; digitalisation and supply chain
to present a challenging business engagement, especially with
environment throughout FY2019. smallholders and third-party traders.
Unfavourable weather conditions Our investments in these areas
which affected our FFB production, reinforced SDP’s commitment to its
prevailing low CPO and Palm Kernel transformation journey through the
(PK) prices for the most part of 2019, Group’s RISE to APEX value creation
as well as a volatile external programme aimed at accelerating
environment influenced by the on- the performance of our core businesses
going US-China trade war have through results driven initiatives that
continued to impact our financial incorporate the six (6) Winning
performance. Although there was Mindsets – Deliver Results, Customer
some respite to industry players when First, Value Talent, Build Trust,
CPO prices rebounded towards the Continuous Improvement and
end of 2019, the recent diplomatic Empowered Decisions.
friction between India and Malaysia
CHAIRMAN’S MESSAGE
240 estates and 69 palm oil mills located in Malaysia, Indonesia, Papua New Guinea and the Solomon Islands form an essential part of
SDP’s Upstream operations.
PROTECTING VALUE & DELIVERING The Group’s discontinuing operations, and deliver better returns to our
RETURNS comprising its Liberian operations and shareholders moving forward
joint ventures in the oleochemical continued throughout FY2019. The
For the financial year under review,
and biomass businesses, recorded a Group remains on track in its strategies
the Group registered total revenue of
net loss of RM322 million, mainly of increasing profit contribution from
RM12.1 billion and net profit of RM122
arising from the impairment charge its Downstream segment. Our various
million from its continuing operations.
of RM235 million for its assets in initiatives to improve operational
The weaker earnings were attributable
Liberia. Accordingly, the Group posted efficiencies and maintain disciplined
to lower CPO and PK prices realised,
a net loss of RM200 million for FY2019 management of cost and liquidity
as well as lower FFB production in
compared to a net profit of RM523 were also strengthened throughout
FY2019. This was partially offset by
million in the same period last year. the Group’s operations. We were
lower non-recurring losses, finance
determined to lower our costs and
costs and a tax credit registered for
Despite an overall weaker financial stop continuing losses from non-
the financial year.
performance, the Group’s unwavering performing assets so that we could
resolve on a number of strategic re-allocate our financial resources
priorities to ensure long term stability towards better value creation for our
shareholders.
Annual Report 2019 PG. 026 – 027
At the end of FY2019, the Group INTERNALISING GOVERNANCE FOR MANAGING RISKS THAT CAN
decided to divest its entire equity HIGH PERFORMANCE IMPACT OUR STRATEGIES
interest in Sime Darby Plantation
At SDP, we recognise the importance The inherent nature of our business
(Liberia) Inc. to Mano Palm Oil Industries
of having an optimum balance of is prone to both internal and external
Limited (MPOI). The decision to exit
governance in yielding sustainable risks. Our approach has been and will
was made in view of various operating
high performance. From Board continue to:
challenges the Group had faced since
oversight and accountability to
its foray into the West African country exercise caution by staying attuned
institutional checks and balances to
in 2009. The divestment will prevent to global developments and
transparency – in adopting the
future losses from our operations in external vulnerabilities which
principles of good governance, our
Liberia and will enable the Group to impact trades, price trends,
endeavour is to go beyond compliance
reallocate financial resources to generate bilateral arrangements and
and take into account progressive
higher value for its shareholders. The relationships, as well as our value
KEY MESSAGES
measures that are required to move
divestment exercise was completed in chain;
our business forward.
January 2020.
apply prudent risk management
Our governance activities are focused principles to manage and mitigate
The Group also remained on track in
on delivering value to stakeholders various types of risks – from credit,
our deleveraging journey via the asset
and aligned with our strategic liquidity, operational, people and
monetisation of other non-core and
objectives of driving operational market risks to economic,
under-performing assets, as well as a
excellence, serving our customers and environmental, social and
refinancing exercise to improve our
maximising returns across our value governance risks; and
debt maturity profile. We completed
chain. Our Code of Business Conduct
the refinancing of SDP’s credit facilities
(COBC) guides us in upholding our
pre-empt and prepare resources, 2
worth approximately RM3.9 billion on capabilities, and capacity to
Core Values of Integrity, Respect &
marginally improved terms in effectively manage the emerging
Responsibility, Enterprising and
December 2019. The refinancing risks and unprecedented challenges
Excellence, which in turn promotes
exercise, which involved mainly that may arise in the mid-to-long
exemplary and responsible behaviour,
Shariah-compliant instruments, has term.
while we seize opportunities and
not only resulted in a lower cost of
challenge set boundaries to achieve
debt for us, but also strengthened In 2019, we encountered both the
outstanding results.
our balance sheet and provided traditional and some unanticipated
financial flexibility to manage our risks that affected markets and trade
At the Board level, we approved the
operations and finances. Furthermore, relationships. A common approach to
implementation of ISO 37001:2016
this exercise has placed the Group in risk analysis and management is
Anti-Bribery Management Systems
a much stronger position to withstand enshrined in SDP’s Risk Management
(ABMS) Certification (ISO 37001) for
the volatility and uncertainties that Framework and Standard. Our focus
SDP, as well as the Anti-Corruption
can be expected as a result of the on risk management activities was to
Compliance Framework and Anti-
COVID-19 implications on global ensure that internal risks were
Corruption Policy Statement as part
markets. The refinancing exercise was appropriately managed, while external
of the Group’s Anti-Corruption
viewed positively by many financial risks that could impact the achievement
Compliance Programme to further
analysts and Moody’s Investors Service. of the Group’s strategies and objectives
strengthen our stand against corruption.
were proactively identified and
Please refer to the Group Financial mitigated, where possible.
Review section on pages 54 to 61 of Overall, in FY2019 the Board continued
the Annual Report for a detailed to provide the benefit of its leadership
discussion on our financial performance. The risk management framework and
towards successful implementation of approach is further described in the
corporate strategies, ethical practices, Statement on Risk Management and
and sustainability approaches. This Internal Control on pages 174 to 182
of the Annual Report. Key risk
underscored the ultimate responsibility management activities undertaken
of the Board in guiding the Group during the year under review are
towards long term success and described in the Risk Management
Committee report on pages 171 to 173
delivering sustainable value to our of the Annual Report
stakeholders.
KEY MESSAGES
Indonesia’s Chairman of Palm Oil Agribusiness Strategic Policy as well as the Borneo Orangutan Survival
Foundation, Prof. Bungaran Saragih, speaking to stakeholders and members of the media during our Introduction
to ‘Crosscheck: Drawing The Line on Deforestation’ session in Jakarta on 9 September 2019.
During FY2019, the Group partnered ACKNOWLEDGING THE VALUABLE On behalf of the Board, I would like
with NGOs, industry partners and CONTRIBUTIONS OF OUR PEOPLE to congratulate all members of Senior
customers to collaborate on a number
I would like to bid a warm welcome
Management and the SDP family for
2
of significant initiatives in our effort to your patience and determination in
to YM Tunku Alizakri Raja Muhammad
build a sustainable future for the palm one of the most challenging years we
Alias who joined the Board on
oil industry. These include, a radar- have had in decades. Moving forward,
1 January 2020. On another note, I
based forest monitoring system known and with the COVID-19 pandemic
would like to thank Dato’ Mohamad
a s R adar A l ert s f o r De te c ting taking centre stage globally, the Group
Nasir Ab Latif for his tenure of service
Deforestation (RADD); the Decent Rural will be counting on your continued
to the Group. I am grateful to have
Living Initiative (DRLI) to tackle labour support, tenacity and dedication.
been given the opportunity to serve
rights challenges and improvements
alongside them both.
in working conditions for Indonesia’s We need to acknowledge that the
palm oil sector; and partnering with turmoil is far from over. As I have
I would like to take this opportunity to
the European Palm Oil Alliance (EPOA) mentioned, the Group will need to
thank Tan Sri Dato’ Seri Mohd Bakke
to drive the uptake of CSPO by Europe’s once again rely on its resilience to
Salleh, who retired as SDP’s Executive
food manufacturing value chain. wade through the uncertainties that
Deputy Chairman & Managing Director
lie ahead. We will deal with this
on 30 June 2019, for his dedicated
These initiatives and others are pandemic together with all our
service and commitment during his
described in detail in our Sustainability countries of operations, joined in unity
tenure of service to the Group. Replacing
Report that is now publicly available with other citizens around the world.
him at the helm of the Group’s
together with this Annual Report. They We are not alone in this predicament
management team is Mohamad Helmy
demonstrate SDP’s effort to remain and God willing, we will persevere.
Othman Basha who assumed the
at the forefront of raising the bar for
position of SDP’s Group Managing
the industry as well as for our own
Director effective 1 July 2019. I thank
business to catalyse sustainable growth.
Mohamad Helmy for bringing passion,
For further details on our progress insight and experience to the table
Tan Sri Dato’ A. Ghani Othman
around sustainability, please refer to and for his unwavering commitment
the Our Approach To Sustainability Chairman
in driving this organisation forward.
section on pages 8 to 9 and Sustainable
Value Creation section on pages 92 to
113 of the Annual Report as well as
SDP’s Sustainability Report 2019.
MOHAMAD HELMY OTHMAN BASHA
Group Managing Director
Annual Report 2019 PG. 030 – 031
GROUP MANAGING
DIRECTOR’S REVIEW
“At Sime Darby Plantation, we are committed to raising the bar on sustainable value
creation while responding effectively to emerging global challenges, external factors that
drive market trends as well as the expectations of our various stakeholders. In pursuing
our commitment, we employ robust strategies that can strengthen our position and
improve our performance, to enable us to continuously deliver value to our stakeholders.”
KEY MESSAGES
Dear valued shareholders,
I AM PLEASED TO PRESENT THE FY2019 was for us, a year of many strategic interventions; ones that we hope
INTEGRATED ANNUAL REPORT would continue to pave the way towards greater progress for the Group and
2019 FOR THE GROUP, WHICH
the entire palm oil industry. It was also a year of ‘Leadership with a Purpose’ for
2
the Group; requiring each one of our people to strengthen our sense of
CHRONICLES OUR KEY AREAS OF accountability and ownership in the face of challenging times as we continue
FOCUS, THE CHALLENGES WE FACED, our journey towards building a sustainable future for the Group.
AS WELL AS OUR ACHIEVEMENTS
DURING THE YEAR UNDER REVIEW. I FACING THE LATEST GLOBAL THREAT
MUST BEGIN BY EMPHASISING THAT Just as circumstances seemed to improve for the palm oil industry when CPO
DURING FY2019, SDP REMAINED and PK prices rebounded towards the end of 2019, the whole world was caught
off-guard by an unprecedented global threat. As countries around the world
COMMITTED TO PURSUE OUR
battled to deal with the spread of the deadly COVID-19 virus, major disruptions
TARGETS WHILST IMPROVING ON in global businesses, markets and supply chains quickly ensued, giving rise to an
THE WAY WE RUN OUR BUSINESS impending global recession in the new year 2020.
AND OPERATIONS. AS THE WORLD’S
LARGEST PRODUCER OF CSPO, WE
EMBRACE OUR LEADERSHIP ROLE
AND ARE RENEWING OUR EFFORTS
TO IMPROVE SUSTAINABILITY
STANDARDS AND PRACTICES, THUS
RAISING THE BAR ON SUSTAINABLE
GROWTH FOR THE PALM OIL
INDUSTRY.
Through the Group’s combined contribution with Sime Darby Berhad and Sime Darby
Property Berhad, Yayasan Sime Darby (YSD) or the Sime Darby Foundation pledged over
RM4.4 million to support efforts to alleviate the impact of COVID-19 pandemic.
GROUP MANAGING DIREC TOR’S REVIEW
At the time of preparing this statement, a Movement Control Order (MCO) to contain the
spread of the virus has been imposed by the Malaysian government throughout the country
from 18 March until 12 May 2020*. The period may be extended depending on the outcome
of the containment exercise in the days to come. For our Malaysian operations, the Group
is thankful that the government has relaxed the earlier MCO rulings to allow our estates and
mills to continue to operate, with strict safety conditions. To date, no restrictions were imposed
on our Upstream operations in Indonesia, Papua New Guinea and the Solomon Islands.
Our Downstream operations in Malaysia are still running too, albeit under certain operating
conditions as allowed under the MCO. Whilst SDO has begun to experience a slight impact
to its overall B2B segment with less demand from customers, the need to continue filling
up supermarket shelves with our cooking oils to cater to customers’ demand has buoyed
SDO’s B2C business. At the point of preparing this report, based on our preliminary assessment,
the impact of the pandemic on the Group’s operations and financials has been limited.
I would like to take this opportunity to record my highest appreciation to our employees for
their dedication in continuing to run our business operations, where allowed, with as little
disruption as possible while abiding to movement restrictions. I am also heartened to see
the intense care and devotion displayed by our teams across the globe in responding to the
crisis – both the frontliners in operations and support services working in the background.
The extra effort and long hours they have sacrificed in making sure that infrastructures are
ready for the Group to operate under these very challenging circumstances with minimum
disruption, as well as in ensuring the safety of our employees and their family members, are
truly commendable indeed.
As the Group Managing Director, I give my assurance that the management will continue
to monitor the COVID-19 situation closely. Our team will continue to endeavour to further
minimise the threat of this pandemic on the safety of our people, while we mitigate any
adverse operational and financial impact to our business as we strive to overcome the
challenging times ahead.
It is truly unfortunate that this global catastrophe has come at a time when the palm oil
sector is already grappling with various challenges such as low CPO and PK prices for the
most part of 2019, unfavourable weather conditions as well as a volatile external environment
influenced by the US-China trade tensions. CPO prices dropped to as low as approximately
RM1,800 per MT in March 2019 before surging to its highest level in nearly three years at
around RM3,000 per MT in December 2019. However, due to concern on demand arising
from the worsening situation of COVID-19 global pandemic and sharply lower oil price, CPO
price has plunged to around RM2,200 per MT in March 2020.
* As per the latest official announcement made by the Malaysian government on 23 April 2020.
Annual Report 2019 PG. 032 – 033
KEY MESSAGES
2
The Group’s discontinuing operations Lab target was to reduce approximately It is also important that we optimise
recorded a net loss of RM322 million, 66% of overall time spent on the the power and potential of digital,
mainly arising from the impairment three processes and reports, thus data analytics, robotics, automation,
charge of RM235 million for its assets enabling employees to allocate their artificial intelligence and crowd
in Liberia. Accordingly, the Group unhampered time for other high- sourcing platforms to solve all the
posted a net loss of RM200 million priority value-creation assignments. pain points that our industry is
for FY2019 compared to a net profit As at 31 December 2019, the Lab struggling to overcome. For instance,
of RM523 million in the same period achieved 42.7% of the target time- strategic investments in data analytics
last year. spent reduction. and algorithms can help to make
better yield prediction and even price
Please refer to the Group Financial RDO conducted 5 other Lab series forecasting, which are valuable in
Review section on pages 54 to 61 of throughout the Group’s operations in preparing us against volatile markets
the Annual Report for a detailed
Malaysia, Indonesia and Papua New and global uncertainties.
KEY MESSAGES
analysis of our financial performance
and position. Guinea. Key focus areas for these Labs
include amongst others, enhancing Already in the pipeline, one of our
business and operational efficiency, pioneering establishments, the Sime
INVESTING IN THE WELFARE,
reducing costs, and creating a stronger Darby Plantation Academy is creating
WELL-BEING AND GROWTH OF
ecosystem of SDP talents to thrive future-ready talents, not only for the
OUR PEOPLE
and excel. The lessons learnt and Group, but also the industry. Through
During the year under review, the efforts of these labs will drive future the Academy, we continue to increase
Group continued to invest in our people results and ensure value creation the pool with higher quality talents,
to instil in them a sense of belonging efforts will be delivered. whom we hope will accelerate the
and pride in SDP, as well as the belief development of the sector in the 2
in our core values. In the spirit of our In addition to productivity and future. It is our aspiration to develop
flagship RISE to APEX initiatives, we performance improvement initiatives, candidates with high integrity and
focus our efforts to drive the Group’s we continue to offer new opportunities unparalleled experience to champion
transformation towards a high- to our employees by equipping them the present and future growth of the
performance work culture by motivating with new competencies and catalysing palm oil industry.
our people to achieve professional and their career development. In FY2019,
personal growth and contribute to we set-up a Digital Office to develop, In 2018, the Group also introduced
SDP’s value creation aspirations, while amongst others, new skill sets in data the Organisational Health Index (OHI)
achieving work-life balance. science, design thinking, as well as as an important part of our Health
agile delivery and management. Our and Culture transformation journey
In FY2019, we accelerated the efforts objective is to provide digital for a more performance-driven
of Results Delivery Office (RDO) to drive immersion opportunities, incubating workforce. Last year, the results of the
transformation and enhance the a new digital culture, with an agile survey were translated into action
performance of our core businesses. and collaborative work culture. It is plans that became key deliverables
This dedicated unit championed our aspiration to adopt a Digital for all business heads. In November
initiatives to drive value creation while Factory Model and co-create exciting 2019, the OHI pulse survey was
helping our people overcome barriers opportunities for our people in deployed, seeking feedback and input
to growth by eliminating redundancies Precision Agriculture, Intelligent from employees on how the action
and improving efficiencies. Process Automation, Sales and plans have improved the teams’
Marketing and many others. During abilities to carry out their duties and
During the financial year, a pilot the year under review, we explored enhanced their work satisfaction
Process Rationalisation Lab was rolled our digital imperatives and digital throughout the year of implementation.
out in Malaysia whereby 18 initiatives opportunities with leaders across Not only has the survey provided an
to improve process efficiencies on various transformational initiatives. We avenue to the Group’s most valuable
three work-streams, namely tender also delivered our first round of Digital assets to voice their opinions, it also
process, management reports, and Immersion Days for our Malaysian gave the Group the opportunity to
Headquarter visits were implemented. managers and innovators in 2019. optimise performance where necessary.
A Lab is essentially an intense cross- More immersions and challenges are
functional problem-solving workshop planned for colleagues across various
involving various departments within functions of our business in 2020.
the Group. The Process Rationalisation
GROUP MANAGING DIREC TOR’S REVIEW
SHAPING A SUSTAINABLE FUTURE located. The first of its kind for the In FY2019, together with ‘Yayasan
& EMPOWERING SUSTAINABLE sector, Crosscheck reinforces our Sime Darby’ (YSD) or the Sime Darby
COMMUNITIES commitment to traceability and Foundation, we supported various
transparency of our supply chain. Corporate Social Responsibility (CSR)
Being the world’s largest CSPO
programmes comprising those that
producer comes with a great
As at 31 December 2019, Crosscheck promoted environmental stewardship,
responsibility to continue doing the
provides information on 14 facilities community health and well-being,
right things, even though they may
and 909 mills in our supply chain, in access to universal education as well
be challenging. With over three
the context of the risk areas in the as employee volunteering programmes.
decades of track record in
landscapes surrounding our mills, and In view of the calamity that befell the
championing sustainable palm oil
our network of suppliers. Our aspiration world due to the outbreak of the
production, SDP is well positioned to
is to create a deforestation-free supply COVID-19 virus, the Group played our
address some of the most critical
chain, but we know we cannot do it part to assist the brave efforts by
issues for the palm oil industry.
alone. Crosscheck is an open invitation frontliners to contain the pandemic
to our stakeholders to alert us to and save human lives. Through our
From environmental stewardship to
where problems in our supply chain combined contribution with Sime
social equity, we seek to work with
lie. We continue to engage with our Darby Berhad and Sime Darby
the industry, our supply chain partners,
NGO partners, investors and customers Property Berhad, YSD pledged over
smallholders and government to
to incorporate their valuable input RM4.4 million to support efforts that
raise standards of production. In the
and suggestions on how Crosscheck address the immediate needs of
year under review, we remained
can be further improved. Following individuals and communities impacted
uncompromising in our approach to
the publication of Crosscheck, we by the COVID-19 pandemic. In
implement No Deforestation, No Peat,
released our ‘Working with Suppliers addition, SDP by itself also pledged
No Exploitation (NDPE) standards
to Draw the Line on Deforestation’ an additional RM3 million to be
across our supply chain.
policy statement to expand the sphere channelled as contribution (either in
of oil palm companies in our supply cash or in kind) to official disaster
In FY2019, the Group announced our
chain operating to NDPE standards, relief networks and hospitals that have
stand on drawing the line on
whilst employing constructive been designated to deal with infected
deforestation in the palm oil supply
engagement to systematically resolve cases in Malaysia, Indonesia as well
chain. We believe that the frontline
non-compliance. as Papua New Guinea and Solomon
to stopping deforestation is traceability,
Islands where we have our main
so we launched an online open access
At SDP, we believe that our efforts in operations.
tool called ‘Crosscheck’. It allows any
building sustainable local communities
of our stakeholders to trace our supply
can contribute not only to the success Indeed, the Group is passionate about
back to the mill level whilst checking
of our business and the wellbeing of our sustainability initiatives and CSR
that against suppliers throughout our
our employees, but also to the contributions because we truly believe
supply chain, as well as the risk on
development of a better, fairer society. that it is important for corporate
the ground where those mills are
citizens to act responsibly regardless
of the challenges that we may face.
On that note, we were humbled by
the various acknowledgements we
received in recognition of our efforts
throughout FY2019. These include
among others, the Group’s continued
successful showing at the Sustainable
Business Awards Malaysia 2019 and
the 2019 Europa Awards for
Sustainability for the second
consecutive year. We were also ranked
first in the ‘Human Rights Disclosure
in ASEAN’ collaborative study by
ASEAN CSR Network, the Institute of
Human Rights and Peace Studies,
Mahidol University and Article 30s.
More than anything, these awards
motivate us to continuously improve
SDP held an engagement in London to introduce Crosscheck to multiple stakeholders and
gain their feedback as part of our commitment to work with like-minded individuals to
and deliver on our various sustainable
drive deforestation out of our industry. commitments.
Annual Report 2019 PG. 036 – 037
KEY MESSAGES
operations as well as our best practices
and passion for the production of
sustainable palm oil.
PERFORMANCE REVIEW
Financial Review
054 Group Financial Review
061 5-Year Financial Highlights
Business Review
062 Upstream
068 Sime Darby Oils
072 Others: Renewables
074 R&D
080 Human Capital Growth
STRATEGIC REVIEW
OUR MARKET
L ANDSCAPE
Million MT KG
50 5.0
7.6 7.7 7.8 8.2 8.5
0 0
2018 2019 2020 2025 2030
The recent pandemic will create significant demand uncertainties in the vegetable oils market, especially in the
next couple of years. Nonetheless, the longer-term fundamentals of the business remain relatively strong.
Demand for vegetable oils in both the developing and developed nations continue to grow, driven largely by
rapidly expanding populations as well as an increase in per capita intake especially in China, India, the European
Union, the United States and Indonesia.
TOTAL FOOD DEMAND FOR VEGETABLE OILS IN LEADING CONSUMERS (MILLION MT)
Million MT
50
45
40
35
30
25
20
15
10
0
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
For vegetable oil (food use), India and China together account for over a third of the total food oil consumption
today. This has increased from a market share of less than 30% in 2000 of which 20% of the consumption was
palm oil. By 2030, their combined shares will have climbed close to 40% of which 30% of the consumption
would be palm oil, making these two (2) markets fundamental to the sector’s development.
Globally, palm oil is the largest consumed vegetable oil making up 36% of the total vegetable oil consumption.
This is followed by soybean oil (29%) and rapeseed oil (14%). Global dependence on palm oil is expected to rise
in 2020, particularly with higher import needs from India and China.
Hence, despite some impact on demand as a result of the pandemic in the near term, food demand remains
fundamentally sound.
Annual Report 2019 PG. 040 – 041
Million MT
50
40
30
20
10
0
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
In the immediate aftermath of the pandemic, some supply disruptions may occur. However, the long term supply
trends will still be determined by fundamentals such as the growth of new planting and replanting exercises as 3
well as improvements in planting materials.
30
25
20
15
10
0
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2000
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Indonesia Malaysia
(Source: USDA)
Despite the slowdown in plantings due to moratoriums and other expansion challenges, palm oil has consistently
contributed to around 38% of the total vegetable oil supply over the past few years. This is expected to remain over
the coming years. Malaysia and Indonesia will continue to be key palm oil producers, supplying around 80% of the
total palm oil output by 2030. The focus moving forward will be on strengthening productivity and efficiency to
improve yields.
STRATEGIC REVIEW
USD/MT
2,000
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
Coconut Oil Palm Kernel Oil Rapeseed Oil Sunflower Oil Soybean Oil Palm Oil Brent Crude Oil
Crude Palm oil (CPO) prices are also partially influenced by unpredictable and extreme weather patterns which
have been occurring more frequently over the last few years. Beyond 2019, the supply and demand calculations
suggest the palm oil market will once again move into deficit by 2024. This rebalancing of supply and demand
is principally the result of slowing output growth.
In addition to the uncertainties resulting from the 2020 global pandemic, other factors such as the movement
of the Ringgit, the revision of biodiesel mandates in Malaysia and Indonesia, tax regulations in major consuming
countries and competition from other edible oils are also likely to influence the market prices of CPO and other
palm products. As output slows, demand growth will also be weaker than in the past as higher prices restrict
biodiesel demand, notably in Indonesia.
SDP’s carbon reduction initiative involves the establishment of biogas facilities at our mills for captive use as well as supplying electricity
to the national grid
Annual Report 2019 PG. 042 – 043
3.5
2.5
2.0
1.5
1.0
0.5
0
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Over the years, there has been a continuous increased awareness on global issues surrounding climate change
and human rights. As a result, there is greater expectation and demand from stakeholders for organisations to
continue operating in an environmentally, socially and economically responsible manner. The agricultural sector,
particularly the palm oil industry, has been under intense scrutiny by a wide range of stakeholders including
customers, governments, investors and civil society organisations who demand the adoption and implementation
of sustainable practices. More palm oil companies have already taken the initiative to comply with recognised
certification standards e.g. RSPO, MSPO and ISPO, in order to remain sustainability of the business.
STRATEGIC REVIEW
OUR VALUE
CRE ATION MODEL
FINANCIAL
RM28.5 billion
UPSTREAM
worth of total assets Access to Capital
RM15.9 billion
in total equity
SOCIAL &
RELATIONSHIP Presence in
Strategic
Vendor Development
Programme Geographical
Smallholder & supply chain Locations
collaboration
Collaborative partnerships with
customers and business partners
Continuous engagement with Intellectual
communities, authorities and Property & Over Seed
related stakeholders where we 10 Decades of Production
operate Experience &
Expertise
INTELLECTUAL
MANUFACTURED
Palm Fibres,
Stakeholder
Smallholders Sludge Oil,
11 Refineries & 71 Mills Relationships: Palm Oil
Aggregation
5 R&D Centres Engaged and Mill Effluent
(POME),
collaborated with
3 Innovation Centres Empty Fruit
various stakeholders Bunch (EFB),
273,160 MT Bulking Terminals Kernel Shell
capacity
Sustainability Focus:
Responsible Business
HUMAN WASTE TO WEALTH
Practices and
Adherence to Energy Compost Biogas
Over 94,000 employees
and Environmental
Science Impact
As a fully integrated palm oil company, our operations are diversified within the palm oil industry. This allows the Group to mitigate volatilities
in segment margins and maximise value by de-commoditising our Crude Palm Oil (CPO) into high-value differentiated products that garner
higher margins. Our ‘Waste-to-Wealth’ initiatives convert by-products into applications such as animal nutrition and feed from palm kernel
expellers as well as tocotrienols from palm fatty acid distillate. Our value creation model reflects this agility and is formulated to better withstand
an ever-changing business landscape, whilst maximising returns.
Performance & Innovation Driven Culture Value Chain Integration Wide & Diverse Geographical Reach
Develop talent to propel Sime Darby Fully integrated operations across the Upstream operations in 4 countries.
Plantation (SDP) into a high performance value chain with economies of scale Downstream operations are spread
company across 16 countries
GENERATE INVESTORS
Higher financial – Total shareholder return
DOWNSTREAM returns through – Responsible investment
operational – Shariah-compliant
excellence and
high performance
standards LOCAL COMMUNITIES
– Improvement in the livelihood
Shareholder of our employees
Value – Mutual growth and
DIFFERENTIATE
De-commoditising development of local
sustainably communities via provision of
Palm Oil Food Applications produced palm employment, technical training,
Cooking Oil products smallholder schemes and
Confectionary community development
Bakery projects (focused on education,
Dairy Replacer healthcare, food security, water
Spread INNOVATION
Ongoing and sanitation)
Infant Formula
Nutrition transformational – Development of a sustainable 3
efforts to establish palm oil supply chain that
Quality contributes to national and local
Products a sustainable
innovation economic development, while
ecosystem which balancing traditional needs and
Customised improves environmental protection
Refineries productivity,
optimises
CUSTOMERS
efficiency of
– Preferred supplier of green palm
processes, and
Bulk products and quality food
Refineries enhances quality
ingredients
of products and
Food – Customisation of products to fit
services
specific needs
Oleo
Chemicals – Focus on value added/
Service differentiated products
CULTIVATE
Excellence – Focus on food safety products
Cultivate a skilled
Biodiesel and healthy
workforce and EMPLOYEES
Non-Food develop an – Cultivation of winning mindsets
Animal Feed innovative work – Continuous capability building
culture via structured development
programmes for technical/
leadership competency
CONTRIBUTE – Enhance quality of life through
Committed in provision of a safe, healthy and
Trading of CPO ensuring conducive work-life environment
and Bulk Sales socioeconomic
Sustainable
developments
Development
as well as GOVERNMENT & SOCIETY
environmental – Develop positive relationships
and carbon with authorities and local
WASTE TO WEALTH
management communities to gain support for
in-line with our business development
Tocotrienol Animal Feed Biodiesel
growth strategy – Support the industry’s biodiesel
and other green initiatives
O U R V AL UE CR E AT ION MODE L
STAKEHOLDER
ENGAGEMENT
Stakeholder Engagement is both a business-as-usual and strategic exercise. At the operational level, our intent is to
understand our stakeholders’ climate of opinion, identify opportunities to collaborate, take stock of various challenges and
impeding factors in order to deliver their expectations. The ultimate objective is to ensure a certain degree of consensus,
acceptance, and trust is established between the Group and stakeholders who are associated with us, directly or indirectly.
Other objectives include seeking consultation, co-creating ideas, and sharing responsibilities. Beyond these, our continuous
engagement with stakeholders also helps to put in place various monitoring and grievance mechanisms for proactive and
fair assessments and resolution of potential conflicts. At SDP, we strongly believe that stakeholders’ participation and
engagement in the course of our business can and should positively contribute to value creation.
PRIORITY FREQUENCY OF
MODE OF ENGAGEMENT
STAKEHOLDERS ENGAGEMENT
•• Working Groups
•• Task Forces
INDUSTRY GROUPS •• Technical Committees
•• Meetings
•• On-Site Inspections
GOVERNMENT •• E-Correspondence
AGENCIES
•• Collaborative Projects
•• Advisory Roles
ACADEMIC •• Funding Applications
INSTITUTIONS
Annual Report 2019 PG. 046 – 047
•• Certification-Related Issues
•• Newly Imposed Regulations •• Diversification Strategies
•• Regulatory Pressures •• Partnership Opportunities
•• Market Forces (Trade and Business) •• SDP’s Sustainability Scorecard
•• Sustainability Issues
•• NDPE Policy
•• Land Rights
•• Responsible Agriculture Charter
•• Fire and Haze Prevention
•• Human Rights Charter
•• Exploitation
•• Commitment to Community Development
•• Local Ecosystems/Employment
•• Free, Prior and Informed Consent (FPIC)
MANAGING OUR
MATERIAL MAT TERS
At SDP, our deep understanding of the industry and sectoral challenges, as well as our long-standing relationships with various
stakeholders in our value chain gives us a business advantage. The very foundation of our mid-to-long term strategies, as well
as solutions, are built on the most critical aspects of our business and the matters that are most material to our diverse
stakeholders. At functional or operational level, we focus our efforts on responding to various risks and opportunities in relation
to the identified/top material matters. This in itself contributes to value creation. Our aspiration, however, is to go beyond the
expectations of our stakeholders by Raising the Bar on Sustainable Growth and delivering innovative, future-proof solutions.
Disruption in production cycles due to economic and Deploy innovative technologies including digitalisation
political factors, in addition to externalities and Black and mechanisation strategies to improve operational
Swan events can affect throughput and erode revenue performance and excellence
potential
OPERATIONAL Enhance technical skills and invest in the welfare and
PERFORMANCE Inefficiencies can compromise the volume, quality and well-being of people to improve efficiencies
safety of products
Productivity loss due to poor working conditions, low Create a healthy pipeline of talent through systematic
morale, and lack of adequate skills can affect succession planning, upskilling and reskilling, as well
organisational performance as well as reputation as employee welfare and well-being policies
PEOPLE MANAGEMENT
Fluctuation in commodity prices due to trade wars and Agility and flexibility to capitalise on changing market
protectionist policies, political instability and conflicts, conditions
and competition can affect demand and supply trends,
as well as erode revenue potential Ability of pre-emptively leverage and take advantage
MACROECONOMIC of cyclicalities to deliver sustained profit growth
CONDITIONS Changes in legal and regulatory environments can put
additonal pressure and increase cost of compliance
and operations
High costs of recovery from negative environmental Future-proof business and people
and social impacts
Capture greater market share and customer
Reputational risks and as a result, erosion of credibility segments through responsibly produced/sustainable
SOCIAL AND and trust in the marketplace from real or perceived high value products
concerns especially related to environmental and social
ENVIRONMENTAL IMPACT
harm, traceability, food security and emissions Enhance brand equity and investor proposition by
improving environmental and social performance
Fatalities, injuries, accidents of employees lead to drop Create a culture of safety and health across the
in performance organisation (operations in the value chain),
OCCUPATIONAL SAFETY optimising human potential
AND HEALTH Unsafe or poor working conditions affect employee
PERFORMANCE morale and productivity
Capital depreciation, financial distress, value destruction, Strengthen balance sheet and improve profitability
corporate credit rating downgrade through prudent and resilient capital management
tactics and approaches
CAPITAL MANAGEMENT
Annual Report 2019 PG. 048 – 049
RISE to APEX to focus on execution strategy Create a sustainable innovation Profits (PATAMI)
ecosystem to improve productivity,
Drive operational excellence through Cost-to-Customer (CtC)
optimise efficiency of processes and
digitalisation, innovation, mechanisation and enhance quality of products and services Customer Satisfaction Index
automation
Manage capital, create savings on cost,
Focused implementation on cost reduction optimise portfolio performance, enable
strategies incremental earnings and revenue
generation through higher productivity
and responsiveness in decision-making
Invest in human capital development and in Cultivate a skilled workforce and develop Upskilling and Reskilling
strategies that help future-proof employees and an innovative work culture on the back Workforce
their growth of our core values – Integrity, Respect &
Employee Satisfaction Index
Responsibility, Enterprising, and
Excellence Employee Productivity &
Performance
Diversify business and risks across geographies; Identify trends ahead of competitions Cost Savings
3
product segments; and trading partners and execute strategies to secure market
Stable long term profit
leadership and deliver a sustainable and
De-commoditise by increasing the ratio growth over cycles
stable profit growth
between commodity and differentiated
Commercialise innovations
products and service offerings across markets
and tapping on alternative revenue streams
Operate at the lowest cost possible by
improving efficiencies and leveraging on
innovations to produce more from less
Map and manage environmental and social Ensure socio-economic development, Higher customer acceptance
risks across the value chain towards creating proactive environmental and carbon of product offerings &
net positive impact footprint management in-line with our higher market share
growth strategy
No Deforestation, No Peat,
Strengthen stakeholder relationships No Exploitation (NDPE)
through purposeful engagement policy
Carbon Footprint and
Mitigation
Community Investments
Raise awareness and educate employees and Develop the capabilities of our Occupational Safety &
supply chain partners on safety precautions/ employees and leaders through training, Health (OSH) systems and
measures as well as preventive health emphasising on safety and health for standards compliance
high performance
Zero harm under the OSH
systems
Develop a robust and effective capital risk Prioritise financial resources, manage the Profitability Index:
management framework, including an working capital and inventory turnover
Return on Capital Employed
efficient inventory and capital deployment ratio, in addition to improving controls,
(ROCE)/Return on Assets
strategies capital deployment monitoring
(ROA), Return on Equity
as well as performance
(ROE)
Total Shareholder Return
(TSR)
STRATEGIC REVIEW
OUR
STR ATEGIES
The new normal also places increased focus on businesses that are agile. With over 100 years of industry experience,
SDP has the in-depth knowledge on various aspects of the palm oil business and sector. Our market intelligence
and demonstrated leadership further allow us to pre-empt the emerging global trends and influences, providing us
the agility and a strong platform that enable us to deliver our best to our customers and the marketplace while
continuously “Raising the Bar on Sustainable Growth”.
Serving our Increased the product ratio between SDO transformation programme
customers’ evolving commodity and differentiated products Continuous effort and focus on high
needs in our such as premium frying oils, differentiated margin differentiated products
Downstream sector bakery and confectionery products, etc
Greater focus on customers’ evolving
Disciplined portfolio management across needs and trends on food products in
the value chain by minimising the number terms of health, food safety and
of product rework and rejections by sustainability
customers
Continuous efforts to improve
Initiated efforts to make inroads into North operational excellence and increase
America and Middle East by establishing sales in high growth key markets
satellite offices and/or partnerships with
local players Digital interventions to improve supply
chain efficiencies and deliver customer
Increased refinery and kernel crushing needs
plant’s (KCP) utilisation rates across all
business units by improving sales volume
in key growth markets
Initiated SDO Logistics Lab to design and
implement performance improvement
initiatives
Maximising returns Optimised supply chain to ensure Strengthen the supply chain network
across the palm oil seamless connectivity, taking advantage of and focus on flawless execution
value chain by price spreads across locations Continuous efforts to integrate all data
leveraging on our Intensified trading around the assets by points throughout SDP and implement
integrated business leveraging on SDP’s assets in various data analytics to enhance efficiency
model countries and productivity across the value chain
Annual Report 2019 PG. 050 – 051
RISE
TO APEX
‘RISE to APEX’ is our rallying call for the Group to focus on delivering superior performance. It anchors our transformation
In 2020, the Results Delivery Office (RDO) was set up to drive and ensure the effective execution of the strategy,
timely delivery of value creation projects and ultimately, the overall profit targets under RISE to APEX. To strengthen
results delivery, the activities of the Change Management Office instituted in August 2019, are now incorporated into
the RDO which is now focused on driving not just value creation initiatives, but also to ensure that our Overall profits
targets are achieved. RDO combines disciplined execution and rigour with constant innovation and ideation in an
agile work culture. The RDO’s renewed focus will strengthen SDP’s ability to sustainably outperform in the post-
pandemic “New Normal”.
RESULTS
INNOVATION ACCELERATING
SUSTAINABILITY PERFORMANCE
ENERGY EXCELLENCE
Measure: Measure:
PATAMI Growth Organisational Health Index (OHI)
“How we deliver results” “How do we sustain results”
ORGANISATION PRACTICES
Committing to action on health, focusing on priority areas
for each business unit
RISE TO APEX
At SDP, it is our utmost priority to constantly shape the mind and behaviour of our workforce towards practicing a
strong performance and healthy culture across the organisation. In achieving this objective, SDP has introduced a
performance management system that focuses on the identification, tracking and evaluation of performance results
using performance indicators. The adoption of this system at SDP is aimed to instill accountability, motivate high
performance and align business goals. In entirety, it is a process of matching our resources against our value creation
levers. Below are the value creation levers and the corresponding financial and non-financial KPIs.
FFB Aggregation
CPO Aggregation &
Trading
Bulk Sales
Seed Production
& Nursery Customised Refineries
Non-Food
UPSTREAM DOWNSTREAM
Drive efficiency to yield more CPO from “Integrated’ model as differentiator & key Position SDP as a sustainable key
our existing land bank offering downstream industry player
High quality & sustainable feedstock to Leverage on sustainability, traceability & Emphasis on growth strategy to expand
fuel SDP’s growth efficiency reach & capture value from palm oil
Key Value Creation (VC) & Innovation Activities Carried Out Since Inception
Total
Value Creation (VC) Idea Generation Workshops 18
* 7 Workstreams: Upstream, Downstream (SDO), Cash Control Tower, R&D, Special Projects, Organisation & Digital
SDP is on an ongoing transformation journey to create a high performance and innovation culture within the
organisation. The Group began by nurturing RISE & the 6 Winning Mindsets culture amongst our employees before
implementing the Accelerating Performance Excellence (APEX) programme to achieve SDP’s value creation aspirations.
We are continuously re-inventing ourselves and the way we work to become more agile and efficient; lean and
productive; whilst maintaining an optimum level of governance and controls.
This year, we have embarked on various labs to scrutinise and to seek greater opportunities to create and protect
our organisation’s value from Process Rationalisations and Performance Management to exploring innovative ways
to ensure the competitiveness of our Cost-to-Customer.
Our aim is to periodically engage, recognise and celebrate our organisation’s successes through roadshows, engagement
sessions and internal publications as a way to keep our employees abreast with the progress and achievements delivered.
PERFORMANCE REVIEW – Financial Review
GROUP FINANCIAL
RE VIE W
SDP’s mechanisation projects have helped improve productivity and operational efficiencies in our estates.
The Board of Directors had on 22 February 2018 approved FY2019 was indeed a challenging year for the oil plantation
the change in the financial year end of the Group from industry and the Group was operating under unfavourable
30 June to 31 December, which was implemented after business environment, stemming from volatility in CPO
the close of the financial year ended 30 June 2018. The market prices which resulted in low CPO and PK prices
first set of financial statements issued subsequent to the realised during the financial year and fair value losses
change in the financial year end reflect the 6 months registered on commodity hedges as the palm product
ended 31 December 2018 (FP2018). prices increased sharply towards the end of the financial
year. In addition, the unfavourable weather conditions
The audited financial statements for 31 December 2019 and pest and disease issue posed operational challenges
(FY2019) is the first full 12-month financial statements to the Upstream segment in its oil palm and sugar
issued subsequent to the change in the financial year. operations which resulted in a decline in crop production
For more equitable and meaningful review, financial results in the year under review.
of the Group for the financial year ended 31 December
2019 are compared against the results of the previous As the Group continues its pursuit to unlock value from
year, the unaudited 12 months ended 31 December 2018 under performing assets, the Board of Directors of the
(YE2018). Company had during the year under review made its
decision to divest the Group’s operations in Liberia and
to exit the joint ventures in oleochemical and biomass
Annual Report 2019 PG. 054 – 055
businesses. Consequently, the Group had reclassified the The Group has performed a preliminary assessment and
assets and liabilities of its subsidiary, Sime Darby Plantation carefully considered the potential impact of COVID-19 on
Liberia Inc. (“SDP Liberia”) and joint ventures, Emery the Group’s and the Company’s operations and financial
Oleochemical (M) Sdn Bhd and Emery Specialty Chemicals performance in the financial year ending 31 December
Sdn Bhd (collectively referred to as “Emery”), as Non-current 2020, which include amongst others the slowing down
3
REVIEW OF OPERATIONS
CONTINUING OPERATIONS
DISCONTINUING OPERATIONS
Loss from discontinuing operations attributable to
equity holders of the Company (322) (206) (56)
REVENUE**
(RM Million)
15,000
12,000
9,000
6,000
3,000
0
FY2019
*YE2018
FY2019
*YE2018
FY2019
*YE2018
FY2019
*YE2018
FY2019
*YE2018
FY2019
*YE2018
Upstream Upstream Upstream Total Downstream Total Group
Malaysia Indonesia PNG/SI Upstream
External Inter-segment
Revenue from the Group’s continuing operations for FY2019 was lower by 9% compared to the previous year,
attributable to a 6% lower average CPO realised price of RM2,063 per MT (YE2018: RM2,185 per MT), a 33% lower
average PK realised price of RM1,118 per MT (YE2018: RM1,660 per MT), exacerbated by the 7% lower FFB production
of 9.58 million MT (YE2018: 10.25 million MT).
(RM Million)
1,500
1,200
900
600
300
-300
FY2019 YE2018
* Excluding Discontinuing Operations
Annual Report 2019 PG. 056 – 057
For the Group’s continuing operations, the recurring PBIT of RM430 million was 71% lower than RM1,458 million
recorded in YE2018, mainly due to the weaker performance from the Upstream segment which was adversely affected
by the volatility in CPO and PK prices, as well as operational challenges faced by its oil palm and sugar operations
during the year under review. The downstream operations posted slightly lower recurring PBIT, mainly impacted by
unrealised fair value losses on its commodity hedges.
For the year ended 31 December 2019, Upstream operations reported a recurring PBIT of RM125 million from
continuing operations, lower than RM1,141 million reported in the previous year. The weaker performance was largely
due to:
i. lower average CPO and PK prices realised, which declined by 6% and 33% respectively in the year under review;
ii. 7% lower FFB production; and
iii. unrealised fair value loss on commodity hedges of RM136 million attributable to the sharp rise in market prices
in the last 2 months of the financial year. This was partially cushioned by the higher OER which improved to
21.58% in the current year.
The key operational drivers for the Upstream segments for FY2019 and comparison against the previous year are as follows:
% % 3
SEGMENT
Upstream Malaysia 2,069 2,262 (9) 5,102 5,373 (5)
Upstream Indonesia 2,048 1,920 7 2,663 2,892 (8)
Upstream PNG/SI 2,074 2,412 (14) 1,814 1,980 (8)
%
SEGMENT
Upstream Malaysia 1,220 1,780 (31) 21.18 20.65 0.53
Upstream Indonesia 933 1,430 (35) 21.92 21.14 0.79
Upstream PNG/SI – – 22.10 22.35 (0.25)
DOWNSTREAM
Downstream reported a recurring PBIT of RM276 million in the year under review, slightly lower than the previous year
despite the improved results of Asia Pacific bulk and differentiated refineries which recorded higher sales volumes and
margins. The weak results were primarily due to lower PBIT reported by the Europe, Middle East and Africa operations
which suffered from lower sales volume and margin, and unrealised fair value loss arising from commodity contracts.
OTHER OPERATIONS
Other operations reported a lower recurring PBIT of RM29 million compared to RM38 million recorded in the previous
year due to the lower results from associates and joint ventures in the current year.
PERFORMANCE REVIEW – Financial Review
The joint ventures recognised under discontinuing Earnings per share are as follows:
operations reported a loss of RM4 million, as compared
to a loss of RM10 million in the previous year. FY2019 YE2018*
Taxation
Return on Shareholder’s Equity (ROE)
The Group reported a net tax credit of RM24 million
during the year under review, as compared to a charge % FY2019 YE2018*
of RM297 million in the previous year mainly due to lower
Return on Equity
profits and recognition of deferred tax assets.
– from continuing operations 0.9 5.6
– from discontinuing (2.4) (1.6)
For the year ended 31 December 2019, the Group recognised
operations
deferred tax asset of RM78 million on losses suffered by
the holding company of PT Mitra Austral Sejahtera (“PT Total (1.5) 4.0
MAS”) on the disposal of the subsidiary. In addition,
deferred tax asset of RM33 million was recognised on * Unaudited 12 months ended 31 December 2018
unrealised profit on sale of land within the Group from
prior years as a result of the change in Real Property
Gains Tax (RPGT) rate in Malaysia, which compensated
for the impact of non-deductible expenses and interests.
Annual Report 2019 PG. 058 – 059
GROUP BORROWING POSITION The Sale & Purchase agreement for the sale of the Group’s
entire shareholding in Sime Darby Plantation Liberia Inc.
December December with Mano Palm Oil Industries Ltd was signed on 12
RM’Million 2019 2018 December 2019 and the divestment was completed on
Total Borrowings 7,745 7,297 15 January 2020.
The Group’s borrowings as at 31 December 2019 increased the entire 50% shareholding in joint ventures, Emery
to RM7.7 billion from RM7.3 billion reported at the end Oleochemical (M) Sdn Bhd and Emery Specialty
of the previous financial period ended 31 December 2018, Chemical Sdn Bhd, respectively
attributable to additional funding for working capital the entire 52% shareholding in Verdant Bioscience
drawn down during the year. Pte Ltd, a subsidiary in Singapore
the entire 95% shareholding in PT Indo Sukses Lestari
GROUP CASH FLOW Makmur, a subsidiary which has a rubber development
in Indonesia
RM’Million FY2019 YE2018*
The Group continues to place priority in its deleveraging
Revenue 12,062 13,246
efforts and completed the refinancing of its credit facilities
EBITDA – total 1,612 2,531
EBITDA – recurring 1,636 2,645
worth approximately RM3.9 billion on marginally improved 3
terms in December 2019. The refinancing exercise was
Operating cash flow 1,745 1,990
rated as credit positive by Moody’s Investors Service.
Capital expenditure (1,573) (1,638)
Investments – (252)
Proceeds from disposals 194 646 DIVIDENDS
Finance cost, net of finance (249) (218)
In line with the Group’s policy of distributing of not less
income
than 50% of the consolidated recurring net earnings as
Free cash flow 117 529 dividends to its shareholders, the Board of Directors of
the Company has approved a final dividend of 1.0 sen
* Unaudited 12 months ended 31 December 2018
per share with respect to the financial year ended
31 December 2019. The dividend will be paid in cash on
The decline in the Group’s free cash flow in FY2019 was
22 May 2020.
due to lower operating cashflow of RM1,745 million, 12%
lower than YE2018 largely attributable to the lower profits
generated by the operations given lower CPO prices, and DIVIDEND REINVESTMENT PLAN
lower proceeds from disposal, which had posed greater
During the Extraordinary General Meeting held on
challenges in reducing the Group’s debt. In addition, the
21 November 2018, the shareholders of the Company
Group has yet to fully realise benefit from its asset
approved the establishment of the Dividend Reinvestment
monetisation exercise in FY2019, as planned divestments
Plan that provides the shareholders of the Company with
are still under negotiation and land sales in Malaysia are
an option to elect to reinvest their dividend in new
pending completion.
ordinary shares of the Company (“DRP”). The Board of
Directors of the Company has the authority to determine
ASSET MONETISATION AND DELEVERAGING EXERCISES whether the DRP shall apply to a particular dividend
distribution. There was no application of DRP on dividends
During the year under review, the Group realised proceeds
with respect to FY2019.
from disposals which include sale of the Group’s entire
100% shareholding in PT Mitra Austral Sejahtera, a
subsidiary in Indonesia. In addition, the Group had also
put up for sale by tender certain parcels of land in Malaysia
during the year, of which sale of 2 parcels have been
completed by December 2019. The remaining parcels are
pending completion.
PERFORMANCE REVIEW – Financial Review
VALUE DISTRIBUTION
The value that the Group creates for its stakeholders can either be in the form of financial returns or in non-financial
or intangible forms.
The Statement of Value Added illustrates how the Group’s performance supports its ability to deliver financial value
to its stakeholders.
The financial value in the statement is based on the Profit before Finance Costs, Corporate Social Responsibility (CSR)
expenses, Tax, Depreciation & Amortisation and Staff Cost.
Direct & Indirect Costs (8,097,902) (8,451,376) Government & Society (13,579) 328,137
Value Added from
Providers of Capital
Operations 4,016,154 4,834,060
Dividends 459,011 442,054
Other Operating Finance Costs 269,522 242,785
Income 202,361 428,488 Non-controlling Interests 28,952 14,007
Other Losses (209,376) (36,096) Perpetual sukuk 124,300 124,300
Share of Results of Joint
881,785 823,146
Ventures 7,972 (14,123)
Share of Results of
Associates (2,257) (4,508) Reinvestment and
Finance Income 12,975 16,137 future growth 858,490 1,568,160
Total Value Added 4,027,829 5,223,958 Total Value Distributed 4,027,829 5,223,958
5-YE AR
FINANCIAL HIGHLIGHTS
GROUP
FY 30 June FP 31 Dec
2018(2)
Financial Year/Period Ended A six month FY 31 Dec
(RM’000) 2016(1) 2017 2018 financial period 2019
FINANCIAL RATIOS
Operating margin (%)* 10.8 32.9 19.2 9.4 3.4
Return on shareholders’ equity (%) 10.1 28.2 12.6 3.7(5) (1.5)
Debt/Equity (%) 55.0 51.2 39.8 46.3 48.8
Debt/EBITDA (times) 2.3 1.4 1.8 6.0 4.8
SHARE INFORMATION
Basic earnings per share (sen)(3) 14.4 52.2 25.5 3.6 (2.9)
Net assets per share attributable
to owners of the Company (RM) 1.4 1.8 2.0 1.9 1.9
Net dividend per share (sen)(4) 116.7 150.0 17.5 1.7 1.0
Note: 1 Restated following the first-time adoption of the MFRS framework and early adoption of MFRS 15.
2 A six month financial period.
3 The weighted average numbers of ordinary shares in issue for the financial year ended (FYE) 30 June 2016 and FYE 30 June
2017 have been adjusted for 1:11.19 share split.
4 Based on number of ordinary shares in issue of 600,000,000 as at 30 June 2016 and 30 June 2017, 6,800,839,377 as at
30 June 2018 and 31 December 2018, and 6,884,575,283 as at 31 December 2019.
5 Ratio is annualised.
* The financial results have been restated to exclude discontinuing operations.
PERFORMANCE REVIEW – Business Review
OUR PERFORMANCE
BY SEC TOR:
UPSTREAM
“
FY2019 was a year of
planning, and a springboard
for all future growth. Despite
a challenging operating
environment, our Upstream
operations continued in its
implementation of efficiency
improvement and cost
reduction initiatives. We took
an integrated approach by
synergising opportunities
beyond Upstream and
hedging risks through mid-
term strategies for
diversification of products,
solutions, and markets. We
grew stronger and more
resilient to externalities with
our focus on sustainability
best practices, and efforts to
future-proof our organisation
as well as our people.”
“
The Mini Tractor Grabber is part of SDP’s mechanisation initiative that has helped
improve our productivity and cost efficiency.
Under our Upstream operations, the Group owns 776,812 hectares of landbank across Malaysia, Indonesia, Papua New
Guinea (PNG) and Solomon Islands (SI), of which 583,766 hectares are currently being cultivated for oil palm. Under this
sector, the Group is also involved in rubber, sugar cane plantation as well as cattle rearing.
Our Upstream plantation operations are located in some of the most diverse ecosystems globally. As the world’s
largest producer of CSPO, the Group embraces the RSPO Principles and Criteria and remains committed to
environmental best practices, biodiversity conservation, and social protection in all areas of our operations. As at 31
December 2019, we are 99% RSPO certified for all our operations, and we aspire to achieve a 100% certified status
in the second half of 2020.
Annual Report 2019 PG. 062 – 063
20.51
19.77
automation, mechanisation and digitalisation in FY2019.
We also leveraged on our supply chain network to maximise 20
value by ‘decommoditising’. This entailed the diversification
into differentiated products that can help build alternative
15
revenue streams as well as fetch higher margins as
11.25
compared to commodity products. In addition, we looked
at enhancing trading and aggregation, with external 10
purchases of FFB, PK and CPO to optimise the utilisation
of the Group’s mills and refineries. In the long run, we
believe these approaches, will prove effective in managing 5
market uncertainties, price volatility, and our sales margins.
5.20 5.22
Despite various market and operational challenges, we
remained committed to environmental stewardship and 5.15
social equity. We introduced a number of programmes,
such as the BEST programme (Building Estates’ Sustainable
Transformation) to further build the Group’s Upstream
FY2018* FP2018^ FY2019
capability. We also continued with our replanting programme
using GenomeSelectTM, which is critical to increase yield
Note: * Financial year ended 30 June 2018
per hectare on our existing land. ^ 6-month financial period ended 31 December 2018
PERFORMANCE REVIEW – Business Review
UPSTREAM
ACHIEVEMENTS/INDUSTRY RECOGNITION
Upstream Indonesia:
Three Awards for Operational Excellence for PT Sajang Opexcon 2019
Heulang’s Mustika Factory and PT Ladangrumpun
Suburabadi Angsana Factory
Upstream Malaysia:
Three Gold Awards for Operational Excellence for Seri Pulai Malaysian Productivity Council
Estate
Process Rationalisation Lab, Malaysia: Continued Increased OER by reducing oil loss and
implementing 18 initiatives to improve process ensuring mill efficiency (through Structured
efficiencies via three work-streams: tender Oil Recovery Assessment) from the average
process, reports, and HQ visits 1.6% to 1.21%
Shortage of Competent
Manpower: 3
Affects the performance and Reduce dependency on manual labour Improvement in the current labour-
overall productivity through mechanisation and by maintaining to-land ratio, contributing to the
an optimum level of labour-to-land ratio target ratio of 1:11 by end of 2020 for
Malaysia
As trade tensions and disruptions due to the COVID-19 pandemic continue, CPO prices may continue
to be volatile in the short term. However, there will be opportunities to diversify products as well as
export markets, in addition to deploying technology and R&D to devise innovative solutions. Additionally,
the Group will also pursue operational excellence improvements with strategies in accelerated replanting, best
agricultural practices as well as greater automation, mechanisation and digitalisation. Other continuing measures
by the Group’s Upstream operations will include the following:
Cost reduction initiatives as one of the main drivers of improvement in 2020 and beyond:
– We aspire to lower down the current ex-mill production cost of Minamas and NBPOL to slightly
above our Malaysia operations. We will also continue to realign our processes and implement
mechanisation, where possible, to achieve our targeted production cost. For instance,
mechanisation will be further expanded to our operations in PNG and SI. Mechanising some of
the estate activities would also help to reduce our dependency on manual labour given the
recent announcement on the increase in minimum wage which affects 56 City Councils and
Municipal Councils
In summary, the efforts in the coming year will focus on efficiency improvement, cost reduction, and
sustainable operations, with positive social and environmental impacts.
PERFORMANCE REVIEW – Business Review
UPSTREAM
KEY HIGHLIGHTS
12
10.23
9.68
10
5.56
6
0
FY2018 FP2018 FY2019
FFB PRODUCTION
(Million MT)
Mill Production
– Crude Palm Oil (in MT) 1,418,945 710,207 508,263 15,520 2,652,935
– Palm Kernel (in MT) 356,930 159,529 130,437 2,989 649,886
– Oil Extraction Rate (%) 20.40 21.39 22.41 20.60 21.02
– Kernel Extraction Rate (%) 5.13 4.80 5.75 3.97 5.15
Rubber
– Planted area (in hectare) 12,674 1,924 107 14,705
– Rubber production (in kg) 6,512,000 6,512,000
– Yield per Hectare (kg per hectare) 1,318 1,318
Sugar Cane
– Planted area (in hectare) 5,613 5,613
– Cane yield (MT per hectare) 52.59 52.59
Beef Production
– Grazing Pasture (in hectare) 8,956 8,956
– Total herd as at 31 December 2019 (in heads) 26,013 26,013
– Average deadweight (kg per head) 268 268
Total Landbank/Concession 343,445 299,278 140,373 220,000 1,003,096
Annual Report 2019 PG. 066 – 067
83%
Own Crop 83%
82% OwnMT Crop
Mature 82% 9,679,191
MATURE vs IMMATURE
MATURE AREAAREA
vs IMMATURE OWN CROP
OWN vs OUTSIDE
CROP CROP
vs OUTSIDE CROP
244,963 158,791 79,126 9,975 492,854 244,615 152,469 80,803 10,137 488,024
55,767 42,282 11,955 288 110,292 54,735 41,336 9,808 143 106,022
300,730 201,072 91,081 10,263 603,145 299,350 193,805 90,611 10,280 594,046
11.40 10.72 12.59 5.13 11.25 20.96 17.14 22.44 9.90 19.77
2,798,425 1,712,521 994,214 51,154 5,556,314 5,101,384 2,663,105 1,814,399 100,303 9,679,191
508,669 489,052 287,786 1,281 1,286,788 811,768 670,754 527,970 214 2,010,706
3,307,094 2,201,573 1,282,000 52,435 6,843,102 5,913,152 3,333,859 2,342,369 100,517 11,689,897
683,678 465,306 288,677 11,042 1,448,703 1,252,236 730,908 517,598 22,468 2,523,210
171,670 105,759 75,405 3,156 355,991 307,666 160,996 135,409 5,749 609,820
20.67 21.14 22.52 21.06 21.17 21.18 21.92 22.10 22.35 21.58
5.19 4.80 5.88 6.02 5.20 5.20 4.83 5.78 5.72 5.22
OUR PERFORMANCE
BY SEC TOR:
“
The year under review was a
key turning point and an
important milestone for
Downstream operations,
which deployed strategies to
hedge risks and externalities
that affect the Group’s
overall performance. Sime
Darby Oils (SDO), the
rebranded Downstream
division, focused its efforts
on introducing differentiated
products and market
solutions, which in turn
helped mitigate the impact
from our exposure to lower
CPO prices and trade
tensions. On the back of
SDO’s positive performance
during the year, its future
prospects are promising in
terms of both growth and
sustainability.
“
At Sime Darby Oils, we are focused on delivering quality excellence throughout our
integrated and fully traceable value chain.
ABOUT SIME DARBY OILS ensuring sustainable living for consumers. With extensive
network and global footprint, SDO strives to be the most
Our Downstream segment, known as Sime Darby Oils
accessible supplier of oils and fats by focusing on quality,
(SDO) is present in 16 countries worldwide. SDO is involved
food safety, sustainability, integration and innovation.
in trading, manufacturing as well as sales and marketing
of refined oils and fats products, oleochemicals, palm oil
based biodiesel, nutraceuticals and other palm oil KEY CONTRIBUTORS TO PERFORMANCE IN 2019
derivatives. Globally, SDO manages and operates 11
Our key growth drivers in FY2019 came from improved
refineries with a total capacity of 3.8 million metric tonne
refining operations, enhanced trading performance and
(MT) per year and a total bulking installation capacity of
efficient supply chain operations, among others. SDO
273,160 MT. In addition, SDO also operates 10 kernel
continued to achieve stronger profits, and made positive
crushing plants (KCP) with a total annual capacity of
contributions to SDP’s overall performance. Substantial
569,640 MT, one biodiesel plant with a production capacity
contributions were from higher volumes and better
of 120,000 MT per annum, a soya crushing plant with
margins, largely driven by good performance from our
an annual capacity of 132,000 MT and two copra mills
differentiated business and global trading operations in
in Papua New Guinea.
Asia Pacific. Increased demand led to higher capacity
utilisation of our refineries with better processing cost
In keeping with our mission of ‘Realising Possibilities,
allowing for sustainable increase in profit growth.
Together’, our philosophy is to leverage on various
partnerships to produce quality and enriching products,
Annual Report 2019 PG. 068 – 069
In March 2019, the Group rebranded its entire Downstream locations, strategic partnerships and distribution channels
operations to SDO to realise SDP’s full potential as a also played a major role in helping to create easy access
74.7 75.3
YE2018* FY2019
732 819
ACHIEVEMENTS/INDUSTRY RECOGNITION
SDO Morakot
#1 Brand and the most popular of vegetable oils in Marketeer Magazine
Thailand (2018-2019)
The Corporate Management Excellence Award Thailand Corporate Excellence Award 2019 by
Thailand Management Association
Explored the value chain of specialty and customised products to reap better returns and contribute to
the business accretive growth
Geopolitical Uncertainties
Affecting CPO prices, Explore alternative markets as Sales to India had decreased sharply in
exacerbated by bilateral approved by SDO Board – FY2019 by approximately 380,000 MT
tensions, trade uncertainty, namely North America, Middle due to various tax changes and
volatile markets, vulnerable East, Philippines, China restrictions applied on palm and refined
and shifting trade (Differentiated) and Australia oil made by the government of India.
arrangements, etc and Pakistan (Bulk)
SDO aims to be the preferred sustainable palm oil and fats specialists and a trusted customer
solutions provider by focusing on differentiated, sustainable and traceable high value products, to
serve its customers’ evolving needs. We are constantly working together with our Innovation Centres
to introduce new product offerings, intended for both our existing and potential customers globally.
SDO’s business philosophy is to provide a comprehensive range of oil and fats products of the world’s best
quality which has placed us securely ahead of our competitors.
In addition to SDO’s transformation aspirations, SDO aspires to increase its share of revenue to the Group.
Going into 2020 and beyond, we will focus on the following:
OUR PERFORMANCE
BY SEC TOR:
OTHERS: RENEWABLES
“
Global warming and the
looming Climate Emergency
are piling on pressure on
businesses worldwide to
generate energy from clean
sources. As the world
transitions to a low-carbon
or carbon neutral economy,
the business case for going
green is becoming
undeniable. SDP believes in
a future that is powered by
renewables and we are
committed to strategising
our investments today to
address environmental
challenges along our value
chain, as well as complement
our mainstream business
verticals, in terms of both
revenue and sustainable
growth.
“
SDP’s first solar project that was established on 28ha of land in our Byram Estate,
Penang began delivering returns in 2019.
ABOUT OUR RENEWABLES BUSINESS During the year under review, we accelerated our efforts
to develop the Renewables business, particularly in the
With Renewables as part of our diversification strategy,
energy space, mainly to reduce our fossil fuel dependence
the idea is to leverage on our asset and various by-products
and methane emissions. Our current exploration and
along the palm oil value chain to further produce high
involvement is in solar, biogas, biodiesel and biomass.
value-added goods. With our ability to generate sustainable
feedstock, the Group is well positioned to stimulate new
In the mid-to-long term, we see significant potential for
growth and innovation in the renewables industry,
Renewables to create value for our business, mainly in
unlocking greater value for our business as well as our
two ways: First, there will be an opportunity for cost
stakeholders.
reduction/cost advantage through biogas or solar energy;
and second, we will be able to generate new revenue
Over the years, the Group has shifted from our strategy
from our land and valorising our biomass.
to invest in early-stage start-ups in this promising sector.
Instead, we now subscribe to an asset-light strategy of
ACHIEVEMENTS
partnering with established players, and focus on renewable
energy sector, instead of renewable chemicals. The objective In FY2019, Sime Darby Plantation Renewable Energy Sdn
is to acquire new capacities and capabilities from local Bhd (formerly known as Sime Darby Beverage Sdn Bhd)
and international players to unlock untapped values from was restructured to champion the Group’s renewable energy
our assets and by-products. businesses. Meanwhile, we achieved a good momentum
with positive earnings from large-scale solar business.
Annual Report 2019 PG. 072 – 073
Solar Biogas
In 2018, SDP’s first involvement in solar project was SDP explored a more unique asset-light
commissioned in Penang. The 20 MW project was built on business model for its biogas plants.
28 ha of SDP’s estate The Group partnered with many
Biomass
During the year under review, the Group continued to assess potential partnerships with regional and
international technology partners to pilot new Biomass projects. For instance, the valorisation of biomass for
energy pellet is a potential area where we can work with global experts as well as our home-grown R&D
team to innovate and introduce solutions of the future 3
Externalities/Market
Uncertainties:
The ‘new normal’ affects the Hedge risks by exploring value Generated positive results from our
core business, revenue preservation and revenue expansion solar businesses, and initiated efforts
potential and value creation opportunities in alternatives/ to focus on replicating the results in
Renewables (also leveraging our other sites
present assets and complying to
regulatory requirements and
sustainability demands)
Early Investments in
Renewables:
Concerns over commercial Assess business potential, Explored potential partnerships with
viability of projects, considering emerging opportunities and matured players/experts in
challenging factors such as revenue potential in food, energy Renewables
high levels of capital for and water-related businesses by
Biogas and the need to investing in R&D and frontier
aggregate volume in Biomass technologies
OUR PERFORMANCE
BY SEC TOR:
R&D
“
In raising the bar on
sustainable growth, we are
committed to investing in
frontier research and
development efforts that can
deliver solutions of the
future for the palm oil
sector. From technologies
that will improve oil
extraction and reduce waste,
to mechanisation of supply
chain processes for improved
efficiencies and enhanced
productivity; from genomics
for climate resilient plants to
digital solutions for
traceability and sustainability
– our aspiration is to
champion promising R&D
that will generate
meaningful commercial,
environmental and social
benefits for us as well as the
industry at large.
“
At the heart of SDP’s business, are the dedicated scientists who continuously deliver
value for both the company and the industry at large.
Sime Darby Plantation Technology Centre in Malaysia on other production areas, reducing our total dependency
the development of a genomic selection model from an on labour. This is in addition to our efforts to develop
elite line of Dami breeding material. Furthermore, clone new rapid methods to expand our lab automation and
ACHIEVEMENTS/INDUSTRY RECOGNITION
Accreditation
Awards
Innovation
R&D
At the end of 2019, more than 2,300 ha of We have set-up an enterprise wide geographic
GenomeSelectTM palms have been planted in information system (GIS) to centralise spatial data
multiple locations across Peninsular and East and facilitate faster decision-making
Malaysia. We also commenced test seed
production for new GenomeSelectTM mother palms. We have also dedicated additional resources to
Genetic testing facilities initiated routine seed increase image collection through drone and
purity testing of all seeds produced since 2019 satellite-based systems. These images allow for
more efficient delivery of mapping services as well
During the year under review, we also released as the development of operational analytics such
elite hybrid seed, iCalix to our plantations in as palm census, health, and water management
Indonesia. iCalix is derived from the best of the status. The use of artificial intelligence has
Calix600 seeds planted in Malaysia and will serve increased the amount of images and data that
as a base to deploy GenomeSelectTM technology in can be processed, improving delivery of solutions
Indonesia in the coming years to our internal customers
We focused on refining and improving our After systematic trials and tests in our estates, we
approaches in best agricultural practices through initiated efforts to scale-up and commercialise
continuous Pest & Diseases (P&D) and agronomic our patented machines that assist in more
trials, which contributed to higher economic efficient FFB evacuation and loose fruit collection
returns, while reducing the burden on the
environment We also developed two new machines –
Mechanical Buffalo Scissor Lift (MBSL) and
Similarly, we continued our efforts to optimise the Integrated Oil Palm Loose Collector (ILFC), which
use of green fertilisers to enhance soil health, have already been commercialised and licensed
especially on low fertility soils. We have also made to external manufacturers
progress on early pest and disease detection using
advanced remote sensing and non-invasive
technologies
Our IC in Malaysia developed and launched six new quality consumer products in Asia. IC also provided
extensive technical support and services to internal and external customers. We have also initiated efforts
to phase out the trans fats from our product offerings
Annual Report 2019 PG. 076 – 077
Patent Infringements:
Imposes cost of litigation, Improve our Intellectual Property Filed five new patents for new
compromises credibility and (IP) management system, conduct technologies and solutions.
quality of patented technology periodic monitoring of industry’ Commercialised 1 new patented
patents activity, and set-up active IP product for industry use
committee to review classification
of potential IP and its protection
status on a regular basis
PERFORMANCE REVIEW – Business Review
R&D
Moving forward, in FY2020, R&D will continue to focus on three key strategies – yield and productivity
improvement; increase in revenue streams; and development of sustainable practices. There will be
a shift in our focus from Upstream to developing new technologies and products for the Group’s
Downstream business, catalysing new growth through diversification. In keeping with customers’ demand
for sustainable products, we will continue to invest in technologies and processes which will ensure traceable,
sustainably produced palm oil of the highest quality.
In the coming years, the high yielding potential of GenomeSelectTM will be augmented by research into
other oil palm traits to enable faster harvesting and climate change tolerance. With a focus on field testing
of elite palms, supported by experimental data in specifically designed plant phenotyping nurseries, while
this research has been on track, we will validate the results in 2020. Additionally, we will pursue the ongoing
development of models for plant health and nutrition to allow optimise use of resources.
In the case of our processing technology that relies on application of biocatalyst, we will replicate its
deployment in twelve palm oil mills in 2020. We are expecting a potential increase in OER of 0.70% based
on the commercial evaluations at four test mills.
As the world transitions to Industry 4.0, we will continue our mechanisation and automation efforts. Beginning
2020, we will commence the operations of a 5 ton/hr experimental pilot plant known as Tennamaram
Experimental Station (TESt). TESt will be the foundation for the next generation palm oil mill with more
automation and process control. It will also provide an opportunity for our engineers and mill managers
to objectively evaluate and determine the best design that will help our mills reach their optimum
performance.
On the digital side, our ongoing efforts will be directed on the continued development and roll-out of
imaging and analytics tools to benefit estate operations. We also recognise the potential of investing in the
internet of things (IoT) – enabled devices to further strengthen our data collection capabilities and enable
additional analytics to improve performance.
At SDP, we have a talented and diverse group of over 190 scientists, of which more than 50% are women who have been critical in
translating ideas into reality.
Annual Report 2019 PG. 078 – 079
R&D initiatives are critical for SDP to continue producing quality products while delivering sustainable growth concurrently.
PERFORMANCE REVIEW – Business Review
OUR PERFORMANCE
BY SEC TOR:
“
With the advent of
digitalisation, the
dynamics of both
people and their
expectations from
organisations are fast
evolving. Human
capital development is
no longer a functional
aspect, but a
performance indicator
which contributes to
the overall success of
our business
endeavours.
“
It has been more than two years into our journey as a pure play entity and our focus has been on refining our HR
strategy towards strengthening and sustaining performance excellence as the anchor to our transformation agenda.
Annual Report 2019 PG. 080 – 081
Our HR strategy, aligned to SDP’s strategy, is focused on three (3) key areas below as part of our value creation for
Establish clarity on strategic Develop employees who are Drive and enable innovation
goals through demonstrated accountable and capable to and knowledge-sharing to
leadership helps align our drive the business of today face future business
vision and shape a and create value for challenges.
performance culture. tomorrow.
Core Focus Areas in FY2019
Core Focus Areas in FY2019 Core Focus Areas in FY2019 include:
include: include: Driving Digitalisation
Inculcating Health and Enhancing Performance
Culture Agenda Management
Building Future 3
Capabilities
Accelerating Leadership Improving Total Rewards Shaping Talent and
Development Facilitating Engagement Employee Development
and Reach Out
We remain cognisant that our ability to adapt to changes, remain competitive and relevant will increasingly be
influenced by our strategies that foster human capital growth. It will be about our commitment to shape an inspired
generation of employees, who are engaged, healthy, and productive, contributing to create a high-performance
culture as strategic partners in business as well as growth.
H U M A N C A P I TA L G R O W T H
The chart below illustrates the approach undertaken in our culture and health transformation – Measure, Focus, Act
and Embed.
For the year under review, we forged strong partnerships with the business to “execute, assess and refine” the OHI
interventions/actions, to improve our health and culture towards building a performance-driven workforce.
Recognising that implementation of these interventions is crucial in driving the desired outcomes, periodic pulse
surveys, involving our operations in Malaysia, Indonesia, Thailand, South Africa, Papua New Guinea and Solomon
Islands, were undertaken in June and November 2019 to seek employees’ feedback on the effectiveness of these
targeted interventions in addressing the priority focus areas for the respective businesses.
Through dedicated follow-through and implementation of Action Plans, positive movements have been noted at
most of our business segments and units despite FY2019’s industry conditions.
Annual Report 2019 PG. 082 – 083
Below are some of the key insights and findings from the recent OHI November 2019 Pulse Survey:
FY19 Achievements
The pulse survey essentially resulted in better understanding of the sentiments on the ground. This has enabled the
businesses to identify current and arising challenges and allowing them to review and refine their action plan focus
to “unlocking best performance” in arriving at the desired business results.
A OHI Debrief Workshop for Human Resource (HR) Network personnel that was held in September 2019.
PERFORMANCE REVIEW – Business Review
H U M A N C A P I TA L G R O W T H
The effectiveness of the enhanced action plans will be monitored and reviewed through ground observation checks
or interviews and periodic pulse surveys that focus on assessing the impact of the initiatives against the targeted
management practice scores. This is to ensure a continuous delivery of Health and Culture Transformation in SDP.
Leadership involvement in talent management is crucial to secure top-down commitment and accountability in
building leadership pipeline. For the year under review, extensive discussions were carried out with top management
across business segments in the identification of mission critical positions and their potential next in lines.
The chart below illustrates our approach in building our talent bench strength:
SDP talent
High Potential successor
High Performer
Fast tracker
Competent worker
Talent Bench
Strength
Talent identification,
assessment and
Normal position development
Talent Supply
Given the criticality of our business needs, we recognise that it is imperative to ensure SDP’s investment towards
people development to bridge the talent gaps through a structured assessment that delivers superior outcome. To
predict workplace performance, SDP focused on aptitude and personality assessments that provide both potential
and person-position fit dimensional outputs.
The potential leadership development area identified was an effective communication style by continuously providing
feedback, giving motivation and clarity of work to the team. This is in line with the Group’s objective to enhance
performance management. In driving continuous growth of leaders, the intervention is planned to be deployed in
the next financial year where it will be embedded within each leaders’ KPI and their superiors’ under people
development. This is to ensure necessary support is extended while enforcing positive accountability.
Understanding the need and importance of leadership development in succession planning, an Enterprise Talent
Council (ETC) was held to re-ignite a holistic talent review, being the first after the pure play. Comprehensive outcomes
from the successors’ assessment were put forward for deliberation to ensure consensus was achieved on the proposed
developmental interventions for the identified successors.
Annual Report 2019 PG. 084 – 085
H U M A N C A P I TA L G R O W T H
In line with our objective to build a healthy and strong performance driven culture in SDP, a new feedback
application system was introduced to encourage more frequent performance conversations between managers
and employees. This new approach makes the conversation easier, relatable and brings a casual flair to an
otherwise serious conversation whilst maintaining the importance for continuous engagement and feedback.
IMPROVING TOTAL REWARDS HR Engagement & Reach Out (HERO) capitalises on four
communication platforms, established to expand reach
In recognising that our people are our priority, a series
and improve engagement effectiveness, which supports
of Total Rewards Review exercises were undertaken for
the operations at large to enhance and improve their
the year under review. The enhanced total rewards,
performance through people.
including the review of salary structures and employee
benefits, were implemented in Malaysia, Thailand and
Indonesia operations.
Interactive platform to
FY2020 and Forward Priorities discuss HR related matters
To remain competitive, our focus in FY2020 is to review
Total Rewards for Papua New Guinea operations by aligning
employee terms, salary structure and employee benefits.
In support of SDP’s commitment to grow the business in
SDO, focus will be given to ensure that the right remuneration Scheduled session between
framework for the respective SDO entities worldwide is HR and employee on
put in place in line with SDO’s aspirational target to achieve one-to-one basis
RM1 billion PIBT in FY2024.
Two pilot sessions were rolled-out in Johor and Sabah in September and October 2019 respectively. A total of ten
sessions were conducted, with participation from more than 500 employees from various levels in both Upstream
and Downstream operations. Joined by leaders at the Operations, the impact delivered through the sessions created
greater alignment between HR, operations and our employees, to shed light on SDP’s people strategy while
strengthening the bond and rapport that ensure smooth delivery of our internal initiatives.
SDP demonstrated unwavering commitment in anchoring To start-off a multiyear partnership between SDP and
Digital as a core driver of our long term strategies and Workday Inc. for the wholesome review and transformation
vision in FY2019. The introduction of SDP’s very own Chief of SDP’s People Management System. This journey will
be no small feat as it goes beyond a one-dimensioned
Digital Officer, Mr. Aditya Ranjit Tuli, into the ranks of our
system implementation project. The focus on delivery
Plantation Leadership Committee (PLC), is a clear signal
precision will be dedicated to this journey to deliver the
that our adoption of Digitalisation is not limited to token
following outcomes for the business:
projects or “buzz words”. Instead, Digital will be considered
as an enabling tool for the business in assessing and
A. Transition People Management System
unlocking hidden synergies along our value chain, taking
us to the next level of value maximisation. All existing HR Processes, Systems and Environment
will be aligned across Business Segments, Countries
Understanding that this “DNA-level” change of how SDP and Operating Units, and migrated seamlessly into
the destination system with minimal disruption to
operates will require more than just technical talents to
ongoing HR activities in the coming years.
deliver our Digital initiatives. During the year under review,
Group HR made headway into the foundational setup
B. Enabling Adoption of Self-Service HR Delivery
of the change engine of this mindset shift. The main
Model
initiative undertaken was the SAP HR System Carve-out,
which saw the employee data of SDP employees being Ownership and accountability of routine, transactional
transitioned from its original storage location within Group HR activities will be handed over to each individual/
Sime Darby’s data infrastructure domain, into our very user for faster transaction turnover and independent
own system architecture and environment. A monumental self-management for greater productivity.
milestone in our journey of Digitalising HR, it signifies
the establishment of the first “living” set of employee C. Elevate Group HR to SDP’s Strategic Anchor
data that relates to Finance, IT and other relevant modules Group HR will focus on the long term people needs
in our architecture. This is our first starting point of pure of the business to leverage digital technologies. Group
plantation-related data and trends, setting us up for the HR will not just be the frontline adopter of digital
bigger HR Digitalisation journey ahead. mindset in SDP, it will also be demystifying the
“digital buzz” and transition our workforce to the
change mindset ahead.
PERFORMANCE REVIEW – Business Review
H U M A N C A P I TA L G R O W T H
“
The inroads we have made in
tackling the multifaceted and
challenging issues of
deforestation, traceability and
exploitation are only the
beginning. We are on a journey
and are committed to progress
our initiatives, engage with
stakeholders and lead the
industry in its sustainability
efforts for the benefit of all
parties. Our aspiration is to
continuously raise the bar for
sustainable growth.
“
SDP has long been committed to sustainable practices. bad practices that has beset the industry for too long.
We were at the forefront of the Zero Burning principles We will undermine our long term prospects if, as an
implementation decades ago. SDP was a founding member industry, we do not operate in a different way in the
of the Roundtable on Sustainable Palm Oil (RSPO). We future to conserve the remaining forests.
operate our plantations on No Deforestation, No Peat, No
Exploitation (NDPE) standards and extend those expectations At SDP, we are striving to eradicate deforestation in our
to all the companies that supply to us. It is because we supply chain and abolish it as a viable way to participate
are proud of this heritage and we are committed to in the industry. This is not an easy task. To drive a lasting
playing a leading role in shaping a sustainable future for change, we are aware that shifting practices presents real
the palm oil industry. operational challenges for third-party suppliers and
smallholders. We need to persevere because raising the
Today, there is a need to raise the bar again. Deforestation bar on sustainable growth will provide long term business
has become an urgent challenge for the planet. People advantage and secure a license to operate as well as
around the world are concerned about the rapid rate of compete in the future, for us and for our suppliers.
deforestation and the oil palm industry is an alleged Therefore, we are engaging across our extensive network
contributor. As the world’s largest producer of sustainable to develop new practical ways of accelerating progress.
palm oil, this is also a concern to us. In the context of
the global warming threat and the reality that we are
facing a narrowing window of opportunity to take a COMMITTED TO GLOBAL GOALS & LOCAL IMPACT:
decisive action, it is vital that we say no to deforestation. LEAVING NO ONE BEHIND
Primary Goals
Secondary Goals
Central Pillar
Goal 12, Responsible Consumption and Production, is the CREATING VALUE THROUGH SUSTAINABLE GROWTH
central pillar of our activities because responsible production
is fundamental to everything we do. It is who we are as At SDP, we will continue to improve the economic,
a company, and it defines our aspiration to be a leader in environmental and social performance of our business and
the best agriculture practices. industry. We are committed to maintaining our investment
in sustainability to achieve this and share our knowledge
Around the central pillar, we have other goals which we with peers and stakeholders in the value chain.
call our ‘Primary Goals’ namely Goal 2; Zero Hunger; Goal
8; Decent Work and Economic Growth; Goal 9; Industry, Regulators, governments, investors and customers are looking
Innovation and Infrastructure; Goal 13; Climate Action; and at the sustainability of palm oil production, and an increasing
Goal 15; Life on Land. number of end-consumers are raising concerns about the
use of unsustainably produced palm oil in their products.
The remaining Goals-1, No Poverty; 3, Good Health and As a leading business in our industry, we recognise the
Well-being; 4, Quality Education; 5, Gender Equality; 6, Clean importance of delivering growth in ways that are sustainable,
Water and Sanitation; 7, Affordable and Clean Energy; 10, and in delivering value to our shareholders while also serving
Reduced Inequality; 11, Sustainable Cities and Communities; the needs of multiple stakeholders.
14, Life Below Water; and 16, Peace and Justice Strong
Institutions; are considered the ‘Secondary Goals’ which are A sustainable industry requires successful, profitable
indirectly related to our operations. These are, in many cases, businesses that are also accountable for improving improving
covered by our compliance with the Principles and Criteria environmental and social performance. Understanding the
of the RSPO, the Malaysian Sustainable Palm Oil (MSPO) impact of trends driving change in the external world and
and the Indonesian Sustainable Palm Oil (ISPO) standards. the expectations our stakeholders is key to creating long
term value. Along with others, our ambition is to shape a
Together, they articulate our alignment and contributions responsible future for our business, our people and our
to the SDGs. industry.
DR AWING THE LINE
ON DEFORESTATION
Covering all the 14 refineries and 909 mills in our supply chain, the publication of Crosscheck was a first for the
industry with SDP, as a leading producer, putting this enhanced level of information into the public domain. The
platform has been developed to enable additional layers of data to be incorporated over time. We will work with
NGO partners and other stakeholders to make it increasingly useful as a tool for driving change in the industry.
We know we do not have all the answers; but we are determined to work with our stakeholders to raise the bar for
the industry and to draw the line on deforestation. We invite you to visit https://www.simedarbyplantation.com for
more information on our efforts.
For more information, please refer to pages 21 to 29 of our Sustainability Report 2019.
D R AW I N G T H E L I N E O N D E F O R E S TAT I O N
Raising the bar across an extensive network of We were founding members of the RSPO and we
suppliers that is complex, dispersed and diverse is operate our plantations on NDPE standards and
a significant challenge with no easy answer. Some we extend those expectations to all the companies
industry issues remain particularly difficult to tackle. that supply to us. Hence, to raise the bar on
We believe that we cannot do it alone, hence, we sustainable practice with our third-party suppliers,
continue to work in collaboration with our stakeholders we need to enhance our engagement. Our goal is
in support of our aspiration for a deforestation-free to expand the base of responsible palm oil producers.
supply across the industry. For instance, it is critical
for us to obtain relevant information from our third- WHAT IS OUR PROGRESS?
party suppliers especially on the sources of their raw
Our aspiration is to draw the line on deforestation
materials. Such information, though challenging to
and the practices that contribute to it across the
obtain consistently, will allow us to monitor more
industry. Therefore, in 2019 we updated our approach
effectively how our sustainability requirements are
to working with suppliers through our new Draw
being met by third-party suppliers.
the Line policy and an expansion of our team. The
policy can be viewed at www.simedarbyplantation.
Another aspect that remains a concern is operational
com/content/working-suppliers-draw-line-
practices of smallholders, who operate on less than
deforestation-policy-statement. The policy sets out
50 hectares of land, and small growers who operate
what suppliers are expected to do in the event of
on more than 50 hectares, but less than 500
a confirmed violation of the NDPE standards:
hectares. Despite having small landholdings,
smallholders account for almost 40% of the palm Stop work immediately on the affected land.
oil industry’s production. However, with inadequate
Develop a plan for remediating the damaged
information and knowledge to effectively grow
forest, including conducting High Carbon Stock
palms and sell oil and relatively low yield from their
Approach (HCSA)/High Carbon Value (HCV)
crop, they may resort to deforesting to increase
assessments, as necessary.
their production.
Develop a programme to improve their ongoing
operational practices to meet NDPE standards.
These assessments are conducted for every new planting Managing Peatland
area but have subsequently being used only on low carbon For our existing plantations on peat, we employ best
landscapes as we enforce the HCSA. Additionally, practices to ensure the water table in the area is maintained
conservation areas within plantation operations such as at 45-65 cm below soil surface to reduce decomposition
riparian zones, steep slopes and forest boundary reserves rate of dried peat. In addition, we maintain existing
are also required to be mapped out. As at December vegetation within and adjacent to our oil palm plantations.
2019, through periodic assessments of our plantations, We also engage local communities to educate them on
we have mapped HCV areas and Conservation Set Aside sustainable management of peat areas in an effort to
We are making efforts to minimise our There has been a large reduction of renewable energy usage since 2015.
environmental impact through restoration This is largely due to lower FFB processing. Most of the energy used by
of degraded land, protection of habitats, palm oil boilers comes from renewable sources such as biomass (palm
and reduction of emissions, as well as kernel shell and fibre). This contributes to 84% of SDP’s overall energy
through our efforts to drive deforestation requirements. This initiative has managed to avoid approximately 1.8 million
out of the supply chain. tCO2-e had diesel been used instead.
NUMBER OF FIRE ALERTS DETECTED WITHIN SDP’S OPERATIONS AND COMMITMENT AREA
1,400
Number of fire alerts detected
1,200
1,000
800
600
400
200
0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
FY2018 FY2019
B U I L D I N G C L I M AT E C H A N G E R E S I L I E N C E
While forest fires are cyclical, typically occurring every year, most of the potential fires or hotspots in 2019 were detected
during the month of August and September, unlike in 2018 where the high occurrences were in July and August.
From January to December 2019, a total of 2,445 hotspots were detected within our field of operations and commitment
areas. They were verified by satellites within our operating fields and commitment areas. Upon verification, 255 fires,
occurred within our field of operations. Approximately 90% of the remaining fire alerts were verified to be within our
5km radius commitment area. Please refer to our Sustainability Report 2019 for more information on the causes of fire.
MALAYSIA
Within field: 1 case
Outside field: 12 cases
4 13
64
2,364
LIBERIA
Within field: 3 cases
Outside field: 1 case
Our Hotspot Alert Dashboard can also be accessed via our corporate website:
http://www.simedarbyplantation.com/sustainability/hotspot-dashboard
Note: *Outside field refers = 5km radius outside operating fields
Since 2011, we have established the Desa Mandiri Cegah Api (DMCA) or Community-based Fire Prevention Programme
in our effort to manage and support the management of fires within the vicinity of our estates. The programme has
resulted in a myriad of tangible positive impacts to the environment, with notable declines in the number of fire
occurrences, improvements communities’ livelihoods, increased their capacity through education and awareness, as
well as maintaining good relationships between the Company, surrounding communities and civil society groups.
Our partnership with the local communities is an integral part of our Community-based Fire Prevention Programme
and Zero Burning initiative.
Annual Report 2019 PG. 102 – 103
+
4
About 86% of the world’s palm oil is Due to our large global footprint, we
currently grown in Indonesia or are faced with a myriad of human
Malaysia, where 4.5 million people rights challenges that are at times
earn their living from the industry. In systemic but unique to the countries
Indonesia alone, as many as 25 million we operate in. For instance, our
people depend indirectly on palm oil operations in Malaysia alone employ
production for their livelihoods. approximately 24,814 migrant workers
which represent nearly 63% of our
This includes smallholders in both workers on the ground in Malaysia.
Indonesia and Malaysia that produce We also continue to be challenged
40% of the world’s palm oil. with cross border policy gaps and
deeply rooted socio-economic drivers
As a labour intensive industry, reports of migration.
continue to reveal issues of poor
working conditions experienced by an We support the SDG’s for decent work
alarming number of workers in the and economic growth. Therefore, our
agriculture sector. Palm oil particularly, ambition to raise the bar of sustainable
has been no stranger to this criticism. growth includes our commitment to
Highly complex supply chains, poor human rights and providing decent
economic conditions, a lack of legal work for our employees.
enforcement and inadequate regulatory
support and action have presented WHAT IS OUR PROGRESS?
challenges in ending exploitation in
Our complex supply chains however,
the industry.
provide us with opportunities to work
on identifying areas where collective
There are strong indications that the
action can create a positive change
issues surrounding forced labour in
to the industry. We believe that
palm oil estates may be largely
innovative partnerships can help palm
attributed to weak systems and
oil to drive economic growth and
enforcement, geographical locations
provide decent work as a means to
that present limited opportunities and
end exploitation in the supply chain.
employment systems related to casual
and undocumented workers.
Annual Report 2019 PG. 104 – 105
Responsible Recruitment
2.1
Pre-competitive collaborations
Overall, our initiatives to support human rights and decent work resilience include the following:
Taking proactive and tangible steps to improve the Supporting land cultivation that proactively promotes
welfare and well-being of workers and uphold the benefit sharing and enhances local food security
fundamental principles of Human Rights
Building and rebuilding infrastructure and facilities Supporting livelihoods of local communities through
to improve access to basic needs such as clean job opportunities, economic growth and alternative
water, sanitation and education livelihood training
INNOVATING FOR
SUSTAINABILIT Y
Currently in Malaysia we have over 2,300 hectares replanted Impact created from the project is as follows:
with GenomeSelectTM material. The plantings are equipped
with geotagging technology to help us monitor environment Actual To-date
interaction – data for us to further optimise our breeding Items (Dec 2019)
materials to withstand climate challenges over the next 30
years. In 2017, the project received recognition from the Total Number of Projects 3,208
Edison Award under the Energy and Sustainability category. Operating Unit Participation 74%
Under optimal growth conditions, the potential yield Number of Practitioners Trained 1,550
from the GenomeSelectTM palms can go above 11 MT
oil/ha, resulting in average yields above 6.1 MT oil/ha The OEIBMS 2.0 and its operationalisation is strengthened
across all environments in our Malaysian plantations, by four key programmes namely War on Waste (WOW),
compared to 5.3 MT from our Calix 600 yields. Lean Palm & Value Chain Enterprise, Clone Protocol, and
our Universal Learning programme.
In addition to the GenomeSelectTM successful, our Research
& Development (R&D) team will continue to focus on the 1. War on Waste Programme (WOW): SDP’s WOW was
three key strategies – yield and productivity improvement; introduced in 2015 to enable and empower each employee
increase in revenue streams; and the development of to create bottom line impact through intensification of
sustainable practices. In addition, the team will focus waste elimination efforts using the Kaizen methodology. 4
more on developing new technologies and products for In the fourth edition of WOW in 2019 we introduced the
Downstream business and catalysing new growth through “Clone Protocol” framework – a platform to replicate our
diversification. successful projects throughout the business to accelerate
growth. The framework serves as a replication platform
Innovating for operational excellence: that highlights hard benefits, high impact projects that
In February 2018, SDP embarked on the second instalment impact key business strategies and objectives of each
of our five-year Operational Excellence and Innovation business stream – (Downstream & Upstream).
Business Management Strategy (OEIBMS 2.0), which is
the blueprint for achieving RM550 million in cumulative 2. Clone Protocol is built onto the pre-existing analysis of
Operational Excellence benefits by 2022. The benefits each business stream, Upstream and Downstream, to
consist of hard benefits derived from cost savings and further enhance key projects that will help improve the
improved revenue generation, and soft benefits derived business. Projects must be derived from the established
from cost avoidance and sustainability indicators. Clone Protocol Catalogue for each business stream
(Downstream & Upstream).
Central to the implementation OEIBMS 2.0 is a holistic
approach that not only incorporates a vision and measurable 3. Lean Palm and Value Chain Enterprise: Focused on
target to achieve higher operational excellence and expanding the coverage of Lean Six Sigma (LSS) application
productivity, but also capacity building and skills as well across our value chains, Lean Palm and Value Chain
as people transformation. Enterprise drives organic growth through operational
excellence. It ensures innovative enhancements to our
OEIBMS 2.0 Implementation products through improvements to maximise profit margins.
This programme was rolled out in December 2017 and is
Lagging target:
due for completion in 2022.
RM550 million in cumulative benefits by 2022
4. Universal learning: In keeping with the fast changing
Leading targets:
dynamics of learning, we introduced digital versions of our
80% Operating Unit participation by 2022
Operational Excellence resources in 2015. This way, our
452 business leaders and champions developed by 2022
employees will have access to a variety of e-learning
70 internally developed Black Belts by 2022
resources to supplement training workshops. This approach
allows us to train a wider base of employees across our
operations.
I N N O VAT I N G F O R S U S TA I N A B I L I T Y
Managing Quality
In pursuing our goals, we are aware that certification alone is not enough. On that note we combined our field assessments into
one programme called the Structured Crop Recovery Assessment (SCRA Q+) in our endeavour to develop and implement new,
innovative approaches.
SCRA Q+ aims to further realise our commitment to achieving high yield and OER by increasing efficiency in harvesting and
evacuation of crops, maximising crop quality, reducing oil losses and ensuring mill efficiency. The programme comprises three
assessments, Structured Crop Recovery Assessment (SCRA) for palm oil estates, and Structured Oil Recovery Assessment (SORA)
for palm oil mills and Quality & Hygiene Assessments (QHA) for rubber.
SCRA supports yield maximisation by addressing the yield loss factor (efficiency of crop harvesting and evacuation to the mill). The
assessment also includes crop quality, which directly affects OER. A SCRA scoring of more than good harvesting and recovery culture
in operating units.
SORA supports the realisation of increased OER by reducing oil loss and ensuring mill efficiency. In addressing the effectiveness
of mill processes, this assessment covers 10 areas including leakages, housekeeping, palm product quality, laboratories, oil and
kernel losses, as well as safety and security.
01 02 03
Empty fertiliser bags are At the factory, the fertiliser The shredded bags are
kept in the estate’s store, bags are shredded into further melted into a soft
waiting to be recycled finer pieces black substance
04 05
The melted plactic is The plastic resins
cooled off under running produced will undergo an
water to harden it injection moulding process
to create the final product
Effluent management in all our mill operations are constantly monitored by the respective mills and any non-
conformance will be addressed immediately and corrected by the mill management.
Water management
The current palm oil benchmark for water consumption is approximately 1.4m3 per tonne of FFB produced. In 2017,
we began monitoring water intensity at our mills. Whilst our mill design ratio is 1:1 (1 MT FFB: 1m3 water) an approximate
0.2 to 0.4m3 of water is used for processing other than FFB (approximately 20%).
Water intensity
Palm Oil Mills Annual reduction required to achieve target by 2023
2019 2023
In 2017, we conducted an inventory of single-use plastic waste at our Head Office and recorded 325,830 pieces of
single use plastic which is equivalent to 4,522.12 kg in a year. Meanwhile, in our estate operations, we collaborated
with a plasticware manufacturer, to develop the technology to upcycle discarded fertiliser bags into plastic chairs.
This innovative discovery will not only reduce the number of discarded fertiliser plastic bags but also support the
waste management strategy for our Upstream operations.
Known as the Metamorphosis project, it was awarded the Best Innovation in Sustainability, EUROPA AWARDS 2019.
We have piloted the project in two estates in the Southern Region since 2019 and have collected 8,750kg of bags
and produced 35 chairs.
I N N O VAT I N G F O R S U S TA I N A B I L I T Y
Continuing research and development on our high- Accelerating our Replanting Programme – to improve
yielding planting materials to develop better seed- our average palm age from about 13 years in 2017
production palms without genetic modifications to approximately 12 years by 2023
FFB
Opexcon 2019: PT Sajang Heulang’s Mustika Factory and PT Ladangrumpun Suburabadi Angsana
Factory won three awards between them for Operational Excellence
Asia Pacific Quality Organisation (APQO): Gold Medal won by PT Sime Darby Oils Pulau Laut
(SDOPLR) and Rhimau Selatan for Quality & The Best for Impact on Transformation Award for
Sime Darby Oils
Malaysia Productivity Corporation (MPC): Three Gold Awards won by Seri Pulai estate for team
excellence. The team showcased their innovation, Field Machine 3 – a semi mechanised fertiliser
application machine capable of reducing manuring cost per hectare
Annual Report 2019 PG. 112 – 113
The Zero Burning Policy has been the hallmark of Sime Darby Plantation’s (SDP) global business operations for over three (3)
decades. SDP adheres strictly to this policy and will continue to do so because we believe it is the right thing to do for our
planet.
L E A D E R S H I P
116 Board Of Directors’ Profile
128 Our Leadership Team
130 Profile Of Leadership Team
BOARD OF DIREC TORS ’
PROFILE
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.
DATE OF APPOINTMENT:
1 July 2013
AREAS OF EXPERTISE:
Economics
RELEVANT EXPERIENCE:
Began his career with the Faculty of Economics, University of Malaya and has held various positions in the
Malaysian Government including Deputy Minister of Energy, Telecommunications and Post, Deputy Minister
of Finance, Minister of Youth and Sports and Chief Minister of Johor. Former Chairman of Sime Darby Berhad,
Sime Darby Property Berhad and Johor Corporation. Current member of the Board of Trustees of the World
Islamic Economic Forum (WIEF) Foundation and the Board of Trustee of Malaysian Institute of Economic
Research.
Public Companies:
None
Annual Report 2019 PG. 116 – 117
LEADERSHIP
5
DATE OF APPOINTMENT:
31 December 2010 (Designated as Independent Non-Executive Director of Sime Darby Plantation Berhad
on 30 November 2017)
AREAS OF EXPERTISE:
Plantation and Research & Development
RELEVANT EXPERIENCE:
Former Chief Executive Officer of the Malaysian Palm Oil Council and Director-General of the Malaysian
Palm Oil Board and Palm Oil Research Institute of Malaysia. Past President of the Academy of Sciences
Malaysia. Former Director of Bank Negara Malaysia and Federal Land Development Authority (FELDA). Current
Executive Director of Council of Palm Oil Producing Countries. Senior Fellow of the Academy of Sciences
Malaysia and Fellow of the Malaysian Oil Scientists’ and Technologists’ Association and the Incorporated
Society of Planters.
Public Companies:
None
NRC Nomination & Remuneration Committee (Chairman) BTC Board Tender Committee (Chairman)
BOARD OF DIREC TORS’ PROFILE
MUHAMMAD LUTFI
Independent Non-Executive Director
DATE OF APPOINTMENT:
24 November 2015 (Designated as Independent Non-Executive Director of Sime Darby Plantation Berhad
on 30 November 2017)
AREAS OF EXPERTISE:
Trading, Oil & Gas and Power Utilities
RELEVANT EXPERIENCE:
Former President Director and Chief Executive Officer of Mahaka Group of Companies. Former National
Chairman of the Indonesia Young Entrepreneurs Association (HIPMI) and Chairman of the Indonesia
Coordinating Board of Investment. Former Ambassador Extraordinary and Plenipotentiary to Japan and the
Federated States of Micronesia and Minister of Trade of the Republic of Indonesia. Current President
Commissioner of PT Medco Energi International Tbk.
Public Companies:
None
LEADERSHIP
NATIONALITY Malaysian AGE 63 GENDER Female 5
DATE OF APPOINTMENT:
24 February 2016 (Appointed as Senior Independent Non-Executive Director of Sime Darby Plantation Berhad
on 14 July 2017)
AREAS OF EXPERTISE:
Banking and Finance
RELEVANT EXPERIENCE:
Has working experience in PricewaterhouseCoopers, Bank Pembangunan (M) Bhd and Bapema Corporation
Sdn Bhd. Has served 12 years with Maybank in various senior positions including that of General Manager,
Group Strategic Planning. Former President/Executive Director of Malaysian Rating Corporation Berhad.
Current Chairman of the Private Pension Administrator Malaysia and Chief Executive Officer of the Malaysia
Professional Accountancy Centre. Fellow and Council Member of the Association of Chartered Certified
Accountants and member of the Malaysian Institute of Accountants, Malaysian Institute of Certified Public
Accountants, International Federation of Accountants (IFAC) Professional Accountants in Business (PAIB)
Committee and Vice Chairman of FIDE Forum.
Public Companies:
Bank Pembangunan Malaysia Berhad (Chairman)
DATE OF APPOINTMENT:
14 July 2017
AREAS OF EXPERTISE:
Finance and Investment Management
RELEVANT EXPERIENCE:
Over 20 years of experience in the finance sector. Held various senior positions in Permodalan Nasional
Berhad (PNB) including Senior Vice President of Finance and Investment Processing Division, Chief Financial
Officer (CFO) and Group CFO. Presently, the Deputy President and Group CFO of PNB. Holds an Executive
Masters in Business Administration. A Certified Financial Planner since 2002. Fellow of the Association of
Chartered Certified Accountants and member of the Malaysian Institute of Accountants.
Public Companies:
Pengurusan Pelaburan ASN Berhad
Securities Industry Dispute Resolution Center
LEADERSHIP
NATIONALITY British AGE 75 GENDER Male 5
DATE OF APPOINTMENT:
5 April 2019
AREAS OF EXPERTISE:
Finance and Plantation
RELEVANT EXPERIENCE:
Over 35 years of experience in the plantation industry including Finance Director of Barlow Boustead Estates
Agency Sdn Bhd and Joint Managing Director of Highlands & Lowlands Berhad. Former Board member of
Sime Darby Berhad and HSBC Bank Malaysia Berhad. Former Council Member of the Incorporated Society
of Planters and Joint Chairman of the Roundtable on Sustainable Palm Oil (RSPO) Biodiversity Technical
Committee. Currently Joint Chair of the Grievance Committee of the RSPO, Fellow of the Institute of
Chartered Accountants in England and Wales and Honorary Treasurer of the Malaysian Branch of the Royal
Asiatic Society.
Public Companies:
None
DATE OF APPOINTMENT:
1 January 2020
AREAS OF EXPERTISE:
Investment Management and Strategic Management
RELEVANT EXPERIENCE:
Former Chief Marketing Officer and Chief Operating Officer of the Iclif Leadership and Governance Centre.
Former Director of Strategic Management at Bank Negara Malaysia, Director and Head of Strategy and
Corporate Affairs at DiGi Telecommunications Berhad, and Vice-President and Head of Group Strategic
Planning at Malayan Banking Berhad. Currently Chief Executive Officer of the Employees Provident Fund.
Public Companies:
None
LEADERSHIP
NATIONALITY Malaysian AGE 66 GENDER Male 5
DATE OF APPOINTMENT:
14 July 2017
AREAS OF EXPERTISE:
Legal, Business and Regulatory Affairs
RELEVANT EXPERIENCE:
Enrolled as an Advocate and Solicitor of the Supreme Court of Singapore and the High Court of Malaya.
Served as a First Class Magistrate in Brunei Darussalam and was Company Secretary of Harrisons Malaysian
Plantations Berhad. Founder and Senior Partner of Zainal Abidin & Co. Presently the Chairman of Global
Humanitarian Fund, a company limited by guarantee in the United Kingdom. Appointed as a member of
the Asian International Arbitration Centre Advisory Council since July 2019. A member of Shariah Advisory
Council, Bank Negara Malaysia from 2019 to 2022.
Public Companies:
Maybank Islamic Berhad (Chairman)
Padu Corporation (Limited by Guarantee) (Chairman)
DATE OF APPOINTMENT:
14 July 2017
AREAS OF EXPERTISE:
Equity Research and Investment Analyst
RELEVANT EXPERIENCE:
Had served over 23 years with Credit Suisse Malaysia. Head of Equity Research in Credit Suisse Malaysia
from 2010 until her retirement in 2017. Led the team to top the Institutional Investor polls for seven (7)
consecutive years, 2010 to 2017. Has also served as the Malaysian equity strategist and the regional plantations
head for Credit Suisse.
Public Companies:
None
LEADERSHIP
NATIONALITY Singaporean AGE 65 GENDER Male 5
DATE OF APPOINTMENT:
1 December 2017
AREAS OF EXPERTISE:
Trading and Investment Management
RELEVANT EXPERIENCE:
Has a wealth of industry experience in the edible oil sector spanning over 41 years managing investments
and businesses of edible oil and grains trading, shipping, storage terminals, refineries and biofuel manufacturing,
as well as investor & advisor to a leading physical palm brokerage. Presently, the Founding Chairman of
Charleston Holdings Pte Ltd, a private investment group which controls subsidiaries and investments ranging
from trading, brokerage and logistics.
Public Companies:
None
DATE OF APPOINTMENT:
1 July 2019
AREAS OF EXPERTISE:
Accounting, Management and Plantation
RELEVANT EXPERIENCE:
Began his career as a Trainee Accountant/Auditor with Wellers Accountants, Oxford, United Kingdom before
joining Shell Refining Company (FOM) Bhd and held various roles including Head of General Accounts,
Project Accountant, Area Accountant for Shell Malaysia Trading Sdn Bhd (Southern Region) and Indirect Tax
Advisor for Shell Malaysia Ltd. Former Chief Executive Officer of Highlands & Lowlands Berhad and Guthrie
Ropel Berhad. Held various senior positions in SDP including Head, Plantation Upstream Malaysia; Head,
Plantation Services and Special Project; Chief Operating Officer, Upstream; and Deputy to Managing Director.
Public Companies:
None
Annual Report 2019 PG. 126 – 127
LEADERSHIP
NATIONALITY Malaysian AGE 48 GENDER Female 5
DATE OF APPOINTMENT:
1 February 2020
RELEVANT EXPERIENCE:
Began her career with the Group Secretarial Department of Malayan Banking Berhad in 1996 before joining
Affin Investment Bank Berhad in 1999. Joined the SDP Group in February 2002 and was appointed
Company Secretary/Head of Legal in October 2004. After the merger of Sime Darby Berhad, Golden Hope
Plantations Berhad and Kumpulan Guthrie Berhad in November 2007, she was designated as the Head
of Legal and Corporate Secretarial Department of SDP. Following the re-organisation of the Department
in June 2014, she led the Corporate Secretarial Department until the completion of the Pure Play exercise
in November 2017.
QUALIFICATIONS:
LLB (Hons) from the University of Newcastle Upon Tyne, United Kingdom
Certificate in Legal Practice from the Legal Profession Qualifying Board, Malaysia
Postgraduate Diploma in Strategic Management from the University of Technology Malaysia
Licensed Company Secretary
Note:
The profile of the Acting Group Secretary is also available online in the Senior Management section at www.simedarbyplantation.com/our-
people/senior-management
Additional Information
1. Save as disclosed herein, none of the Directors has any family 2. Other than traffic offences, none of the Directors has any conviction
relationship with and is not related to any Director and/or major for offences within the past five (5) years nor public sanctions or
shareholder of Sime Darby Plantation Berhad, nor has any personal penalties imposed by the relevant regulatory authorities during the
pecuniary interest in any business arrangement involving the Group: financial period. None of the Directors has any conflict of interest
i. Tunku Alizakri Raja Muhammad Alias is a nominee director of with Sime Darby Plantation Berhad.
the Employees Provident Fund Board. 3. The details of Directors’ attendance at Board Meetings held in the
ii. The nominee Directors of Permodalan Nasional Berhad as follows: financial year ended 31 December 2019 are set out in the Corporate
Governance Overview Statement on page 143 of this Annual Report.
Tan Sri Dato’ A. Ghani Othman;
Dato’ Mohd Nizam Zainordin; and 4. The full profiles of the Directors are available online in the Board of
Zainal Abidin Jamal. Directors section at www.simedarbyplantation.com
OUR
LE ADERSHIP TE AM
Annual Report 2019 PG. 128 – 129
LEADERSHIP
5
PROFILES OF
LE ADERSHIP TE AM
DATE OF APPOINTMENT
1 July 2019
He joined Guthrie Property Holding Sdn Bhd in 1997 as Finance and Administration Manager and subsequently held
various leadership positions in Kumpulan Guthrie Berhad including Head of Marketing, Head of Corporate Planning &
Development, Head of Plantation as well as Chief Executive Officer of Highlands & Lowlands Berhad and Guthrie Ropel
Berhad, the two (2) listed companies within the Kumpulan Guthrie Berhad Group. He was instrumental in bringing
about the completion of the acquisition and restructuring exercise of PT Minamas Gemilang Plantation in Indonesia.
He was appointed Head Plantation Upstream Malaysia of Sime Darby Plantation Berhad (SDPB) before he left in
2013 to set up Xcellence Alliance Sdn Bhd and Chemara Palmea Holdings Bhd. He later joined SDPB as Head,
Plantation Services and Special Project in 2016 and was subsequently appointed as the Chief Operating Officer,
Upstream in 2017. He was appointed Deputy to Managing Director & Chief Operating Officer, Upstream on 1 January
2019. In this role, he assisted the Managing Director with the overall running of the SDP Group and led the Plantation
Upstream business. He was appointed the Group Managing Director of SDP on 1 July 2019.
Presently, he is the President of the Malayan Agricultural Producers Association and a member of Incorporated
Society of Planters.
QUALIFICATION(S):
Fellow of the Association of Chartered Certified Accountants
Member of the Malaysian Institute of Accountants
Annual Report 2019 PG. 130 – 131
LEADERSHIP
MOHD HARIS MOHD ARSHAD RENAKA RAMACHANDRAN
Managing Director, Sime Darby Oils Chief Financial Officer
QUALIFICATION(S):
Fellow of the Association of Chartered Certified
Accountants
PROFILES OF LEADERSHIP TEAM
QUALIFICATION(S):
Bachelor of Science degree in Agriculture from Universiti
Pertanian Malaysia. He has also attended various
management and business programmes with the
Malaysian Institute of Management (MIM), the Asian
Institute of Management (AIM) and the Harvard Senior
Management Leadership programmes
Annual Report 2019 PG. 132 – 133
LEADERSHIP
PROF. SIMON LORD DR SHARIMAN ALWANI MOHAMED NORDIN
Chief Sustainability Officer Chief Strategy & Innovation Officer
QUALIFICATION(S):
Bachelor of Science degree in Applied Biology from
Lanchester (Coventry) Polytechnic, United Kingdom
PhD in Environmental Effects of Pesticides from the
University of Bath, United Kingdom
PROFILES OF LEADERSHIP TEAM
QUALIFICATION(S):
BA (Hon) Accounting & Management from Sheffield
Hallam University, United Kingdom
Annual Report 2019 PG. 134 – 135
LEADERSHIP
AZRIN NASHIHA ABDUL AZIZ LEE AI LENG
Acting Group Secretary Group General Counsel
QUALIFICATION(S):
Member of the Malaysian Institute of Accountants
Certified Internal Auditor from the Institute of Internal
Auditors, United States of America
Certification in Control Self-Assessment from the Institute
of Internal Auditors, United States of America
Chartered member of the Institute of Internal Auditors,
Malaysia
Bachelor of Accounting (Hons) degree from the Universiti
Utara Malaysia
Annual Report 2019 PG. 136 – 137
LEADERSHIP
GAJANI NAYAGI SEEVENESERAJAH ADITYA TULI
Chief Risk Officer Chief Digital Officer
Additional Information
1. None of the Senior Management has any family relationship 4. Directorships held by the Senior Management in public companies
with and is not related to any director and/or major shareholder and listed issuers, other than companies within the Sime Darby
of Sime Darby Plantation Berhad. Plantation Berhad Group, if any, are disclosed in the Senior
2. None of the Senior Management has any conflict of interest Management section at www.simedarbyplantation.com/ourpeople/
with Sime Darby Plantation Berhad. senior-management.
3. Other than traffic offences, none of the Senior Management has 5. The full profiles of the Senior Management are available online
any conviction for offences within the past five (5) years nor in the Senior Management section at www.simedarbyplantation.
public sanctions or penalties imposed by the relevant regulatory com/ourpeople/senior-management.
authorities during the financial year period.
G O V E R N A N C E
F RAM E WO R K
140 Corporate Governance Overview Statement
150 Governance & Audit Committee Report
160 Nomination & Remuneration Committee Report
164 Sustainability Committee Report
169 Board Tender Committee Report
171 Risk Management Committee Report
174 Statement On Risk Management And Internal Control
183 Statement Of Responsibility By The Board Of Directors
CORP OR ATE GOVERNANCE
OVERVIE W STATEMENT
As a testament to our commitment to the right values and ethical conduct, the Board
of Sime Darby Plantation Berhad (SDP) embraces the enhanced corporate governance
disclosure requirements set out in the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad (the Listing Requirements). This statement is also prepared
in accordance with the requirements of the Companies Act 2016 of Malaysia and the
Corporate Governance Guide – 3rd Edition issued by Bursa Malaysia Berhad.
towards protecting This Statement is to be read together with the CG Report 2019, which is
stakeholder value and the available on the Company’s corporate website at http://www.simedarbyplantation.
com/CGReport.
sustainable growth of the
Group. We recognise the As at the date of this Statement, the Company has applied almost all of the
recommended practices (including Step Up) in MCCG 2017, except for the
importance of setting an following:
appropriate tone from the
top in ensuring that ethical Recommended Practice Step Up Practice
GOVERNANCE FRAMEWORK
The diagram below illustrates our Group’s governance structure.
POLICY INSTRUMENT
Stakeholders FRAMEWORK
Legislation
Board of Directors
BOARD
Company
Constitution
Governance Risk Nomination &
Sustainability Board Tender
& Audit Management Remuneration
Committee Committee Board Charter &
Committee Committee Committee
Board Committees’
6
Terms of Reference
The role and effectiveness of the Board are essential, and the Board’s primary remit is to provide direction to help
shape the Group’s strategy and ensure that this is being executed effectively within a well-controlled structure,
mitigates risk and is compliant with the requisite rules and regulations. Our Board takes pride in what we do and
in the way we conduct our business and deliver our strategic objectives.
The Board Committees are established to assist the Board in discharging its statutory and fiduciary responsibilities.
This includes ensuring independent oversight of risk management and internal control. We have established the
Board Committees’ Terms of Reference (TOR) to ensure that Committees remain focused on their duties, thus enables
the Board to take a broader perspective, looking at enterprise-level issues such as strategy and governance.
The TOR of each Board Committee is available on the Company’s website under Governance section at http://www.
simedarbyplantation.com/corporate/corporate-governance.
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T
BOARD RESPONSIBILITIES
Our Board Charter sets out the Board’s strategic intent and outlines the roles and powers that the Board reserves
explicitly for itself, and those which it delegates to Management. In so doing, it also sets the tone of the various
Board Committees. The specified roles are summarised below:
Leading and managing Board meetings to ensure The Group Managing Director assumes the overall
robust decision-making; responsibility for the execution of the Group’s strategies
Building a high-performance Board; in line with the Board’s Direction, oversees the operations
Managing Board and Management interface by acting of the subsidiary companies and drives the Group’s
as the conduit between Management and the Board, businesses and performance towards achieving the Group’s
developing a positive relationship with the Group vision and goals.
Managing Director;
Acting as a spokesperson for and representative of
Group Secretary
the Board and the Group; and
Ensuring appropriate steps are taken to provide effective
The Group Secretary is responsible for advising the Board
communication with stakeholders and that their views
on regulatory compliance matters and providing good
are communicated to the Board as a whole.
information flow and comprehensive practical support to
Directors, both as individuals and collectively, with particular
Individual Directors emphasis on supporting the Non-Executive Directors in
maintaining the highest standards of probity and corporate
Acting in good faith and the best interests of the governance. All Directors have unrestricted access to the
Group; advice and services of the Group Secretary to facilitate
Demonstrating good stewardship and acting the discharge of their duties.
professionally with sound mind;
Acting with reasonable care, skill and diligence For further details, refer to the Board Charter that is
subject to the business judgement rule; available on the Company’s corporate website at http://
Avoiding conflicts of interest with the Group in a www.simedarbyplantation.com/boardcharter.
personal or professional capacity, including improper
use of the property, information and opportunity
of the Group;
Exercising greater vigilance and professional
scepticism in understanding and shaping the
strategic direction of the Company and the Group;
and
Complying with the Companies Act 2016 of Malaysia,
Securities Commission Malaysia’s regulations, and
the Listing Requirements.
The breakdown of the Board and Board Committee Meetings (Meetings) held as well as Directors’ attendances at
the Meetings are set out below:
Board and Board Committee Meetings held in financial year ended 31 December 2019 (FY2019)
SC BTC SC SC SC
GOVERNANCE FRAMEWORK
RMC BTC RMC RMC RMC
BOD GAC RMC BOD GAC BOD GAC BOD GAC BOD BOD GAC
Jan’19 Feb’19 Mar’19 Apr’19 May’19 Jun’19 Jul’19 Aug’19 Sep’19 Oct’19 Nov’19 Dec’19
Details of the key activities of each Board Committee are set out within the relevant Committee reports from pages
150 to 173.
6
The table below shows each Director’s attendance at the Meetings during FY2019.
Board Meetings#
Directors Designation/Independence
Attendance %
Board Meetings#
Former Directors Designation/Independence
Attendance %
Tan Sri Dato’ Seri Mohd Bakke Salleh Executive Deputy Chairman & 3/3(iii) 100(iii)
Managing Director
Dato’ Mohamad Nasir Ab. Latif Non-Independent 4/6(iv) 67(iv)
Notes:
# Reflects the number of meetings held during the time the Director held office.
(i) The Group Managing Director, Mohamad Helmy Othman Basha, was appointed on 1 July 2019.
(ii) Not Applicable as the effective date of appointment was 1 January 2020.
(iii) The Executive Deputy Chairman & Managing Director, Tan Sri Dato’ Seri Mohd Bakke Salleh, retired on 30 June 2019.
(iv) A Non-Independent Director, Dato’ Mohamad Nasir Ab. Latif, resigned on 31 December 2019.
Details of the respective Directors’ attendance at Board Committee Meetings are provided in the relevant Committee
reports from pages 150 to 173.
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T
BOARD COMPOSITION AND DYNAMICS Board Evaluations are conducted annually to provide
opportunities for increasing efficiency, maximising strengths
Board Composition
and highlighting areas for improvement. Pursuant to the
The Board is pleased to confirm that the composition of Board Effectiveness Evaluation exercise in November 2019,
the Board complies with Paragraph 15.02 of the Listing it was concluded that the Board had discharged its
Requirements, that calls for at least two or one-third of responsibilities well, with good Board structure and
the Board members shall be Independent Directors, operations. Out of the 5-point Likert scale, with 5 being
whichever is higher. It is also in line with the prescribed the best possible rating, most assessment criteria under
Practice 4.1 under MCCG 2017 to have a majority the Board assessment were rated either ‘4’ or ‘5’. The
Independent Directors on the Board. As at the date of Board was satisfied with the evaluation outcome and
this Annual Report, the Board Composition is as follows: identified key areas of enhancement.
SETTING STRATEGY
The Board is responsible in deciding the Group’s strategy and overseeing its performance while passing the responsibility
of the day-to-day operations to the GMD. The Board is directly involved in approving major acquisitions, providing
oversight and control, growing shareholder value and promoting corporate governance. The regular report by the
GMD to the Board includes business updates and insights, which ensures that the Directors have a sound understanding
of our operational matters, the competitive and regulatory environment, group and business unit performance, investor
relations and sustainability.
GOVERNANCE FRAMEWORK
The Board supports the Group in its implementation of the Group’s value-driven strategic objectives and achieving
them. The Board commits to providing credible and comprehensive financial and non-financial reporting accompanied
by strong constructive stakeholder engagement. On the public and other stakeholder interests, we have aligned with
best practices relating to disclosures and are subject to internal and external assurance and governance procedures.
The Board devises strategies focused on unlocking value for our shareholders, whilst mitigating risks to ensure holistic
growth. The Board and Management strive to create maximum shared value by delivering on our purpose and
ensuring relevance and sustainability of our business model. Our strategy of leveraging our efforts around sustainability
enables us to create value to the organisation and our wide range of stakeholders by delivering sustainable development.
Making available capital inputs and taking care of stakeholders’ needs, has enabled the Group to maintain focus in
conducting operations underpinned by good governance, and at the same time, delivering our financial targets.
The Board had in-depth deliberations on financial and business performance of the
Group. The Board considered and approved major acquisitions, disposals and
PERFORMANCE transactions of the Group such as the rebranding of the Group’s Downstream
business to Sime Darby Oils, disposal of PT Mitra Austral Sejahtera in Indonesia as
well as the divestment of its business operations in Liberia.
The Board considered the principal risks of business proposals and the
implementation of appropriate internal controls and mitigation measures to manage
these risks.
RISK & INTERNAL
CONTROL
The Board reviewed the Group’s system of internal control covering financial,
operational and compliance as well as risk management, and the adequacy and
integrity of the system.
During FY2019, the Board reviewed changes in and considered for adoption key
INTEGRITY & policies, procedures and delegated authority limits of the Group such as the Group
GOVERNANCE Policies & Authorities, Anti-Corruption Compliance Framework and Anti-Corruption
Policy Statement.
The Board reviewed the Group’s succession planning process by reviewing and
SUCCESSION
considering the appointment of the Group Managing Director and Key Management
PLANNING
of the Group.
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T
Remuneration for the Non-Executive Directors of the Board and as members of the Board Committees in the form
of fees for FY2019 is shown below:
Chairman Member
Board/Board Committee
(RM/Year) (RM/Year)
Notes:
1 Fee for Resident Director
2 Fee for Non-Resident Director
Annual Report 2019 PG. 146 – 147
Details of Directors’ remuneration (including benefits-in-kind) and the aggregate remuneration of Directors at the
Group level for FY2019 are as follows:
GOVERNANCE FRAMEWORK
Directors’
Directors’ Fees (vi) Fees(vii)
Salary & As Board Total
Other As Committee Directors’ Benefits Subsidiaries Grand
(RM’000) Remuneration Directors Members Fees -in-kind(i) Sub-Total of SDP Total
EXECUTIVE DIRECTOR
Mohamad Helmy 1,070 N/A(v) N/A(v) N/A(v) 14 1,084 0 1,084
Othman Basha(ii)
NON-EXECUTIVE DIRECTOR
Tan Sri Dato’ A. 600 0 600 69 669 0 669
Ghani Othman(iii)
Tan Sri Datuk Dr. Yusof
Basiran
240 120 360 11 371 119 490
6
Muhammad Lutfi (iv) 400 35 435 2 437 50 487
Datuk Zaiton Mohd 240 150 390 117 507 0 507
Hassan
N/A(v)
Dato’ Mohd Nizam 240 85 325 2 327 0 327
Zainordin
Dato’ Henry Sackville 178 108 286 9 295 125 420
Barlow
Zainal Abidin Jamal 240 125 365 8 373 21 393
Tan Ting Min 240 120 360 10 370 43 414
Lou Leong Kok (iv) 400 35 435 2 437 0 437
Total for Non-Executive 2,778 778 3,556 230 3,786 358 4,144
Directors
Grand Total 1,070 2,778 778 3,556 244 4,870 358 5,228
Notes:
(i) Benefits-in-kind include Healthcare, Insurance and Mobile Phone
(ii) Appointed as the Group Managing Director of SDP on 1 July 2019
(iii) Company car, petrol and driver for Non-Executive Chairman
(iv) Non-Resident Director
(v) N/A – Not Applicable
(vi) Paid by SDP
(vii) Paid by Subsidiary Companies of SDP
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T
Additionally, details of remuneration (including benefits-in-kind) for Directors who had retired or resigned during
FY2019 are as follows:
Directors’
Directors’ Fees (iii) Fees (iv)
NON-EXECUTIVE DIRECTOR
Dato’ Mohamad Nasir N/A(v) 240 35 275 7 282 0 282
Ab. Latif
Grand Total 2,923 240 35 275 34 3,232 0 3,232
Notes:
(i) Benefits-in-kind include Healthcare, Insurance & Mobile Phone
(ii) Retired as the Executive Deputy Chairman & Managing Director on 30 June 2019
(iii) Paid by SDP
(iv) Paid by Subsidiary Companies of SDP
(v) Not Applicable
Bands of the senior management’s remuneration for FY2019 are disclosed in Practice 7.2 of the CG Report 2019.
The Group’s Senior Independent Non-Executive Director, The RMC is established as one of the committees of the
Datuk Zaiton Mohd Hassan, is the Chairman of the GAC. Board and supports the Board by setting and overseeing
Following the appointment of Dato’ Henry Sackville Barlow the Group’s Risk Management Framework (the Framework).
on 5 April 2019, the GAC is composed of three Independent RMC also regularly assess the Framework and policies to
Non-Executive Directors and one Non-Independent Director. ascertain its adequacy and effectiveness. The RMC is
composed of four Directors and chaired by a Non-
The GAC’s TOR encapsulates its mandate which, among Independent Non-Executive Director, Zainal Abidin Jamal.
others, defines its purpose, composition, appointment, The remaining three RMC members are Independent
authority, functions and duties. During the year under Non-Executive Directors, including one who is the Senior
review, the GAC had convened five meetings, during Independent Non-Executive Director.
which, significant matters relating to financial reporting,
internal and external audits, governance and related party The RMC is assisted by the Chief Risk Officer (CRO) in
transactions, among others, were discussed. executing its main functions and duties as specified in
the RMC’s TOR.
In effectively discharging its oversight roles on governance
and internal controls, the GAC is assisted by the Chief The activities of the RMC, its duties and responsibilities as well as
details of meetings attended by each member can be found on
Integrity & Assurance Officer (CIAO) who leads the Group’s pages 171 to 173 of this Annual Report and Section A of the CG
in-house internal audit (assurance) and integrity & Report 2019.
governance functions.
RISK MANAGEMENT AND INTERNAL CONTROL The Group’s financial results, announcements made to
FRAMEWORK Bursa Malaysia Securities Berhad and corporate
presentations are retrievable from our Company’s corporate
The Board has delegated its responsibilities of overseeing
website at http://www.simedarbyplantation.com/investor-
the effectiveness of risk management and internal control
relations and this facilitates accessibility of information to
systems to the RMC and GAC. Accordingly, RMC and GAC,
the shareholders and other stakeholders.
advise the Board on principal risks facing our business,
including those that would threaten the Group’s solvency
Integrated Reporting
or liquidity.
Our Annual Report for FY2019 is prepared in accordance
GOVERNANCE FRAMEWORK
Details of the Risk Management and Internal Control Framework with the Global Reporting Initiative Standards: Core Option
are disclosed in the “Statement on Risk Management and Internal
and guided by the International Integrated Reporting
Control” and can be found on pages 174 to 182 of this Annual
Report and Section A of the CG Report 2019. Council (IIRC). All financial statements have been prepared
according to the requirements of the Companies Act
2016 of Malaysia and the Malaysian Financial Reporting
PRINCIPLE C: Standards (MFRS) and audited by our external auditors,
INTEGRITY IN CORPORATE REPORTING PricewaterhouseCoopers PLT.
AND MEANINGFUL RELATIONSHIP WITH
STAKEHOLDERS CONDUCT OF GENERAL MEETINGS
“The Committee assists the Board in embedding a strong ethics and integrity
culture within the Group, thus ensuring the implementation of good governance
practices that are fundamental in delivering sustainable value for our stakeholders.”
This report highlights the activities of the Governance & Audit Committee (GAC) during the year under review, i.e.
financial year ended 31 December 2019 (FY2019). We report to shareholders on our oversight responsibilities of
overseeing the financial risk processes, financial reporting and internal control systems, external and internal audit
functions, as well as compliance and ethics programmes established in the Group.
Notes:
1 For the Members’ profiles see pages 116 to 127.
2 A total of five GAC meetings were held in FY2019. Reflects the number of meetings held during the time the member held office.
The GAC comprises four members, all of whom are Non-Executive Directors, with a majority being Independent Directors. The composition
of the GAC complies with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Listing Requirements) that stipulates,
at the minimum, a three-member committee with a majority being Independent Non-Executive Directors. Datuk Zaiton Mohd Hassan
serves as the Chairman of the GAC, thus satisfying the requirement of a separation of powers between the Chairman of the Board and
the Chairman of the GAC as prescribed by the Malaysian Code on Corporate Governance (MCCG) 2017. None of the GAC members is a
former key audit partner of the Group.
Meetings of the GAC are attended by the Group Managing Director, Chief Financial Officer, Managing Director, Sime Darby Oils, Chief
Operations Services Officer, Chief Integrity & Assurance Officer (CIAO), and Chief Risk Officer. In addition, other members of senior management
are also invited to attend meetings as and when necessary to support detailed discussions.
The external auditors, PricewaterhouseCoopers PLT (PwC), also attend and brief the GAC on matters relating to external audit for the year
under review and provided update on past audit matters at the meetings.
Annual Report 2019 PG. 150 – 151
The Chairman of the GAC, Datuk Zaiton Mohd Hassan, ROLES OF THE COMMITTEE
is a Fellow and Council Member of the Association of
Key areas under the purview of the GAC include financial
Chartered Certified Accountants (ACCA), a member of
reporting and performance oversight, the Group’s in-house
the Malaysian Institute of Accountants (MIA), Malaysian
internal audit (assurance) and integrity & governance
Institute of Certified Public Accountants (MICPA) and
functions, dealings with external auditors, related party
International Federation of Accountants (IFAC) Professional
transactions, share issuance schemes, as well as controls
Accountants in Business (PAIB) Committee.
and governance oversight.
GOVERNANCE FRAMEWORK
Further details on the functions and duties of the GAC
member of the MIA and holds an Executive Masters in
are provided in its Terms of Reference (TOR), which is
Business Administration. He is a Certified Financial Planner
available in the Corporate Governance section of our
and has held various finance and investment positions in
Group’s corporate website at www.simedarbyplantation.
his more than 25-year career.
com/corporate/corporate-governance.
The GAC received updates on key governance matters, audit initiatives and issues across the Group at each of its
quarterly meetings. The GAC also reviewed significant matters including financial reporting issues, significant judgements
made by Management, material and unusual events or transactions, and how these matters were addressed. The
summary of key matters discussed by the GAC during the year is shown below:
Significant
Matters Considered Outcomes
Initiatives/Issues
Recoverability of the Following the Board’s approval of SDP Liberia’s The GAC considered and
Group’s investment finalised exit option, Management had assessed the concurred with Management’s
in Sime Darby conditions of the Malaysian Financial Reporting assessment that the non-
Plantation (Liberia) Standards (MFRS) 5 to classify SDP Liberia as current assets of SDP Liberia
Inc. (SDP Liberia) non-current assets held for sale as at 30 September are fully impaired. The GAC
2019, and accordingly re-measured the non-current further concurred that the
assets held for sale at the lower of its carrying results of SDP Liberia are
amount and fair value less cost of disposal (FVLCS). presented as a discontinuing
As a result, Management had recognised an operation in FY2019 following
additional impairment charge of RM256 million in the requirements of MFRS 5.
FY2019 for SDP Liberia, on the basis that the
recoverable amount based on FVLCS is expected to The gain on disposal of SDP
be USD1 and included impairment of other current Liberia would be recognised in
assets. Quarter 1 of FY2020 as the
completion of the divestment of
PwC had reviewed and concurred with SDP Liberia only took place on
Management’s assessment. 15 January 2020. The completion
of the divestment of SDP
Liberia would be disclosed in
the financial statements for
FY2019 as a subsequent event
in accordance with MFRS 110
“Events after the reporting
period”.
Impairment The carrying value of goodwill arising from NBPOL’s The GAC agreed with
assessment on the acquisition was allocated to two of SDP’s cash Management’s assessment and
carrying value of generating units (CGU), i.e. NBPOL Group and view that no impairment charge
goodwill arising Minamas Group, since Minamas Group operations are is required for FY2019 as the
from the New Britain expected to benefit from the synergies of the recoverable amount exceeded
Palm Oil Limited acquisition of NBPOL. NBPOL’s carrying value. The
(NBPOL) acquisition GAC further concurred that
Management performed an impairment assessment of appropriate disclosures of key
the CGU based on value-in-use (VIU) determined using assumptions and sensitivities are
the discounted cash flow projection for each CGU. made in the Group’s financial
Management also performed a range of statements for FY2019.
sensitivity analysis, the results of which showed that
an individual change of the key assumptions
provides sufficient headroom on the VIU to recover
the carrying value of the net assets (including the
allocated goodwill) in Minamas Group. However,
should all the key assumptions used change in a
negative manner, the Group will record a deficit.
GOVERNANCE FRAMEWORK
the audit strategy and approach for FY2019. PwC
quarterly financial results and the related
and all members of its engagement team have
announcements and press statements, prior to
confirmed their independence in accordance with
submission to the Board for approval.
PwC’s requirement and with the provisions of the
The GAC reviewed the annual audited financial By-Laws on Professional Ethics, Conduct and
statements of the Company and the Group, and Practice of the MIA in its Report to the GAC.
the accompanying Directors’ Report to ensure
The annual assessment on PwC’s performance
that the financial statements were drawn up
(i.e. suitability, objectivity and independence) was
pursuant to the requirements of MFRS and
completed on 2 April 2020 and conducted in
provisions of the Companies Act 2016 in Malaysia,
accordance with the Group’s policy on External
for recommendation to the Board for approval.
Auditor Appointment & Selection based on the
At its quarterly meetings, the GAC focused on following criteria:
changes to the accounting policies and practices,
(a) The competence, audit service quality and
significant judgement and estimates, summary of
resource capacity of the external auditor in
6
uncorrected misstatement, foreign currency
relation to the audit;
exposures and liquidity risk, divestment of non-
performing and non-core assets, and matters relating (b) The nature and extent of the non-audit
to big data analytics and information technology. services rendered and the appropriateness
of the level of fees; and
The GAC also reviewed Management’s assessment
and impact analysis on the following: (c) The governance and independence of the
external auditor.
(a) Tax provisions;
Accordingly, the GAC had recommended the
(b) Tax reviews conducted by inland revenue, reappointment of PwC to the Board. Prior to that,
customs and other authorities on companies on 21 February 2020, the GAC had also
within the Group; recommended for the Board’s approval the
(c) Provisions for doubtful debts and stock proposed global audit fees payable to the Group’s
obsolescence; external auditors for FY2019.
On 22 November 2018, the GAC reviewed the The GAC had reviewed and endorsed the revisions
Group Corporate Assurance (GCA) Plan for FY2019 made to the Group Policies & Authorities (GPA)
(the Plan) and ensured adequacy of its scope and on 20 February 2019 and 22 August 2019 for
coverage of the Group’s activities based on GCA’s recommendation to the Board for approval. The
risk-based audit methodology and adoption of GPA revision made in August 2019 included changes
agile auditing principles. In approving the Plan, to the Limits of Authority proposed by Management,
the GAC considered the adequacy of GCA’s following senior leadership changes.
resources and competencies to execute the Plan.
In ensuring the Group’s readiness for the
The GAC had also approved the revised GCA
enforcement of the Corporate Liability provision
Charter.
of the Malaysian Anti-Corruption Commission
At every quarterly meeting held throughout FY2019, (Amendment) Act 2018 (Section 17A) come June
the GAC reviewed the internal audit reports 2020, the GAC had:
presented by GCA. These include the results of
(a) On 20 February 2019, reviewed and
all planned, follow-up and special audits (including
recommended to the Board for approval the
investigations on whistleblowing and non-
Anti-Corruption Compliance Programme,
whistleblowing cases) and the corresponding key
which follows the Adequate Procedures’
findings, recommendations and corrective actions
Guiding Principles of T.R.U.S.T 1. As part of the
taken by Management. GCA also presented the
Group’s Anti-Corruption Programme, the GAC
status of audits as compared to the Plan and its
had endorsed for GCO to pursue the ISO
resource adequacy in fulfilling the Plan.
37001 Anti-Bribery Management System
At every quarterly meeting, the GAC also reviewed (ABMS) certification in ensuring that the
the minutes of meetings of Minamas Plantation’s Group is on the right track of the adequate
GAC and/or the minutes of meetings of New procedures defence against Section 17A.
Britain Palm Oil’s Audit Committee for oversight
(b) On 18 November 2019, reviewed and
of the state of internal control systems of those
recommended for the Board’s approval, the
key subsidiaries.
Group’s Anti-Corruption Compliance Framework
The Group Integrity, Governance & Assurance’s and Anti-Corruption Policy Statement in
(GIGA) Key Performance Indicators (KPI) for FY2019 strengthening the Group’s defence on adequate
was approved by the GAC on 2 April 2019. procedures.
Subsequently, the performance appraisal of the
(c) Reviewed the quarterly updates on ABMS
CIAO following GIGA’s FY2019 KPI was deliberated
certification progress presented in GCO Reports
and approved by the GAC on 21 February 2020.
from the GAC’s May 2019 meeting onwards,
including the anti-corruption risk assessment
4. Integrity & Governance
exercises undertaken and to be undertaken
The GAC Chairman updated the Board on key for each country that the Group operates.
matters deliberated at GAC meetings and the
The GAC had endorsed the GPA on Integrity &
activities undertaken by the GAC. Minutes of the
Governance (IG) for the Board’s approval in August
GAC meetings are circulated to the Board for
2019 and subsequently approved the IG Charter
noting. This is a standing agenda item at the
in November 2019. The GAC also endorsed the
quarterly meetings of the Board.
biannual submission of the “Integrity & Governance
On 22 November 2018, the GAC reviewed and Core Function Report” to the Malaysian Anti-
approved the Group Compliance (GCO) Plan for Corruption Commission (MACC) in August 2019
FY2019, which outlined the Group’s integrity and and February 2020, for the periods January to
governance initiatives/key activities and the June 2019 and July to December 2019, respectively.
corresponding resources required to support the
achievement of the GCO Plan. The GAC had also
approved the revised Integrity & Governance
Charter.
1 The “Guidelines on Adequate Procedures” issued by the Malaysian Prime Minister’s Department outline the five Adequate Procedures
principles, in the acronym of T.R.U.S.T (Top Level Commitment; Risk Assessment; Undertake Control Measures; Systematic Review, Monitoring
and Enforcement; Training and Communication)
Annual Report 2019 PG. 154 – 155
GOVERNANCE FRAMEWORK
The Group’s regulatory compliance across prioritised
compliance areas were monitored on a quarterly (d) The Statement on Risk Management and
basis by the GAC, through GCO Report that Internal Control.
included the results of self-attestation by
Management to known non-compliance incidents 7. Other Matters
and independent assessments of the adequacy
The GAC reviewed its TOR and recommended
of compliance controls.
the amendments to the Board for approval.
5. Related Party Transactions (RPT) and Recurrent As a standing agenda, the following reports are
Related Party Transactions (RRPT) presented to the GAC on a quarterly basis for
noting purposes:
The GAC reviewed the related party disclosures
of the Group in compliance with the MFRS 124, (a) Report on hedges and open positions; and
the Listing Requirements, the Malaysian Companies (b) Appointments of financial advisors for
Act 2016, and the Group’s internal guidelines, on non-audit services. 6
a quarterly basis. The GAC reviewed the RPTs/
RRPTs at all quarterly meetings held during FY2019.
A. Overview
The GIGA function comprises GCA and Group Integrity
Non-
& Governance (GIG1). GIGA is an independent function, Offices/Regions Executives Executives Total
reporting directly and functionally to the GAC and
administratively to the Group Managing Director and Head Office,
Malaysia 39* 3# 42
headed by the CIAO, Nik Maziah Nik Mustapha. Nik
Indonesia 31@ 0 31
Maziah is a Certified Internal Auditor (CIA) with the
Papua New
Global Institute of Internal Auditors, a member of the
Guinea 2& 0 2
MIA and has completed the Certified Integrity Officer
(CeIO) programme by the MACC. She has gained Total 72 3 75
about 23 years of working experience, primarily within
Notes:
the ambit of Governance, Risk and Compliance (GRC)
* CIAO, Practice Manager, 25 GCA, 7 GCO and 5 GFCRM personnel
function, in a wide range of industries including # Includes 1 Secretary who is a diploma holder
banking, airline, property and plantation. @ 30 GCA and 1 GCO personnel
In line with the Group’s Strategic Plan, GCA supports the Group by providing assurance within the following key
focus areas:
Driving operational excellence through Digitised systems – Utilisation of fresh fruit bunches evacuation/
digitisation tracking (SEMUA) and harvesting supervision (SDDS) systems
CAPEX – dust collection system
Serving the customer of the future
FFB bunch reconciliation
Maximise returns across the value chain Open position monitoring and reporting
Options trade
Procurement, inventory and cost management
Bulking operations
Kernel crushing plant
Doubtful debts
Value creation initiatives
Land management
Apart from the above assurance coverage, GCA also regularly monitors the implementation progress of
recommended action plans by Management to ensure timely resolution of audit findings/issues in addressing
any risk and control gaps.
Annual Report 2019 PG. 156 – 157
Group Compliance
GCO provides compliance assurance and advisory support to ensure that the Group’s operations are conducted
in accordance with regulatory requirements, internal policies and procedures, Code of Business Conduct
(COBC) and standards of good business practice. The GCO Framework is based on the Australian Standard
GOVERNANCE FRAMEWORK
3086 Compliance Programme and maps out its key activities as prescribed in its Integrity & Governance
Charter, which is depicted below:
IANCE CULTUR
MPL E
CO
TRAINING
Compliance Compliance
Reporting Risk Identification
& Resolution & Assessment 6
LEADERSHIP
ENGAGEMENT
Compliance
Compliance
Management
Monitoring
& Mitigation
CO M N
MUNICATIO
CO M RE
P LI A N C E C U L T U
In addressing the compliance issues and concerns within the Group, the following key activities were undertaken
during the year under review:
Compliance a) Revised the Group Compliance Charter in aligning to the integrity & governance unit’s
Governance roles and responsibilities.
c) Conducted half-yearly reporting of the activities of the Integrity & Governance function
to the MACC.
Regulatory a) Commenced the pursuit of the ISO 37001 ABMS certification, as part of the Group’s
Compliance preparation to meet the requirements of Adequate Procedures as a defence to
Section 17A. Among others, these included the following:
– Equipped GCO, GCA and GFCRM staff with the necessary skills and knowledge for
better understanding of the Section 17A requirements via relevant trainings on
“Implementing ISO 37001” and “ISO 37001 Lead Auditor Training”.
c) Monitored the status of compliance with laws and regulations and the
implementation of corrective action.
Corporate a) Conducted COBC awareness sessions for employees based in Malaysia, Indonesia,
Compliance Papua New Guinea, the Solomon Islands and Thailand.
b) Reviewed GPA to ensure that they remain relevant in the current operating
environment, reflect better intended practices for relevance, which included the
development of new GPA on competition law compliance and trading & sales.
Strategy Activities
GOVERNANCE FRAMEWORK
Detect Given the first year of set-up, GFCRM had initiated a fraud and corruption risk
assessment for Upstream Malaysia operations and implemented fraud and corruption
detection strategies and mechanisms for the same. This activity will expand in FY2020.
Respond Undertook special reviews and investigations reported via the whistleblowing
channel or as requested by stakeholders, including conducting or assisting the
investigation of suspected fraudulent activities within the Group.
Worked closely with the Industrial Relations of Group HR in verifying evidence and
participated in Disciplinary Inquiry due processes.
This Report is made in accordance with the resolution of the Board of Directors dated 16 April 2020.
6
NOMINATION & REMUNER ATION
COMMIT TEE REP ORT
“The Committee reviews the Board composition and ensures that any appointment
brings the right balance of skills, knowledge, breadth of experience and diversity
to the Board. The Committee also oversees the appointment and promotion of
Senior Management and succession plans to support the development of talent
within the Group.”
This report highlights the activities of the Nomination & Remuneration Committee (NRC) during the financial year
ended 31 December 2019. We report to shareholders on our responsibility in supporting the development of a
balanced Board in terms of expertise, skills, experience and diversity and ensuring remuneration principles for Directors
will adequately compensate the Directors for their time and effort for the continuous success of the Company.
Tan Sri Datuk Dr. Yusof Chairman/Independent 14 July 2017 5/5 100%
Basiran Non-Executive Director
Notes:
1 For the Members’ profiles, see pages 116 to 127.
2 Reflects the number of meetings held during the time the Director held office
The NRC comprises Non-Executive Directors (NED) with a majority being Independent Directors and includes a Senior
Independent NED. The composition of the NRC complies with the requirements of both the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad (Listing Requirements) and the Malaysian Code on Corporate
Governance (MCCG) 2017.
Meetings of the NRC are attended by the Group Managing Director (GMD). Other members of Senior Management
are invited to meetings of the NRC when necessary to support detailed discussion on matters relevant to the agenda
of the meeting.
Annual Report 2019 PG. 160 – 161
The primary objectives of the Committee are as follows: Monitoring the conduct of the Board Effectiveness
Assessment (BEA) 2019
To assist the Board in reviewing the appropriate size
and balance of the Board, and reviewing the required Recommending suitable training programmes to
mix of skills, experience and knowledge of the Directors. continuously train and equip Directors
The NRC also ensures that there is sufficient succession
Reviewing the Bumiputera Empowerment Agenda
planning and human capital development focus in
Key Performance Indicators (KPI) 2018 achievement
the Sime Darby Plantation Berhad (SDP) Group.
GOVERNANCE FRAMEWORK
from January 2018 to December 2018.
1. Nomination Function One of the NRC’s key roles is to drive the recruitment
process for new Directors. In considering candidates as
Recommending the re-election of Directors retiring
potential Directors, the NRC takes into account the
at the 2019 Annual General Meeting (AGM)
following criteria:
Assessing and recommending the composition
Skills, knowledge, expertise and experience
of the Board and Board Committees
Time commitment, character, professionalism and
Evaluating and recommending suitable candidates
integrity
for appointments at key Management positions
Perceived ability to work cohesively with other members
Recommending revisions to the TOR of the NRC
of the Board
Recommending the disclosure of the Report on
Specialist knowledge or technical skills in line with
the NRC for the Annual Report for the six-month
the Group’s strategy
financial period ended 31 December 2018.
Diversity in age, gender and experience/background
Overseeing succession planning for the Executive
Deputy Chairman & Managing Director (EDCMD) Number of directorships in companies outside the
Group.
Reviewing and recommending development
where applicable, the NRC will seek third-party feedback The Board recommends the re-election of the following
on candidates that the NRC is considering for recommendation Directors who will be retiring pursuant to Rules 81.2 and
to the Board of SDP. 103 of the Company’s Constitution at the forthcoming
AGM:
Prior to appointment, potential Directors are made aware
of the time commitment expected from each of them Rule 81.2 of the Constitution
in carrying out their roles as Director and/or Member of Tunku Alizakri Raja Muhammad Alias
Board Committees including attendance at the Board, Tunku Alizakri is the Chief Executive Officer of the
Board Committees and other meetings. Directors are Employees Provident Fund Board (EPF). Representing
required to confirm that they are able to devote sufficient EPF as its nominee Director on the Board of the
time to their roles at the Company and at the Group Company, Tunku Alizakri’s extensive experience in policy
taking into consideration the number of their listed development and strategic planning contributes
company board(s) and other commitments. In accordance significantly to the deliberations at meetings of the
with the provisions of the Listing Requirements, none of Board and Board Committees.
the Directors hold more than five (5) directorships in listed
issuers during the financial year ended 31 December 2019. Mohamad Helmy Othman Basha
Mohamad Helmy was appointed as the GMD of the
Mohamad Helmy Othman Basha was appointed as the Company on 1 July 2019. He has been instrumental in
GMD of the Company on 1 July 2019 following the delivering the transformational strategies and driving
retirement of Tan Sri Dato’ Seri Mohd Bakke Salleh as the Group’s business and performance towards achieving
the EDCMD of the Company on 30 June 2019. its vision and goals by focusing on operational
improvements and acceleration of innovation through
On 28 November 2019, the Board approved the appointment research & development and agronomic practices as
of Tunku Alizakri Raja Muhammad Alias in place of Dato’ well as enhancing value through sustainability.
Mohamad Nasir Ab. Latif as a Non-Independent NED on
the Board of SDP and as a Member of the Sustainability Rule 103 of the Constitution
Committee.
Zainal Abidin Jamal
The Group Secretary ensures that all appointments are Zainal has held the position of a Non-Independent NED
properly made and that all necessary information is since 14 July 2017 and is currently Chairman of Risk
obtained from the Directors, both for the Company’s own Management Committee of the Company. He is also
records and for the purposes of meeting statutory obligations the Chairman of Maybank Islamic Berhad. As a prominent
as well as obligations arising from the Listing Requirements. corporate and commercial lawyer, He possesses immense
knowledge, skill and experience in the legal, compliance
and regulatory area. He provides valuable legal perspective
RE-ELECTION OF DIRECTORS and insight to the Company’s investment proposals and
The NRC ensures that the Directors retire and are re- corporate activities. He is also a member of the
elected in accordance with the relevant laws and Sustainability Committee and Board Tender Committee
regulations and the Company’s Constitution. of the Company.
Pursuant to Rule 81.2 of the Company’s Constitution, any Tan Ting Min
Director appointed during the year shall hold office only Tan has held the position of an Independent NED of
until the conclusion of the next AGM and shall be eligible the Company since 14 July 2017. She was the regional
for re-election at such meeting, but shall not be taken plantation sector team lead in Credit Suisse Malaysia
into account in determining the number of Directors who from 1998 to 2017 and has an extensive career in
are to retire by rotation at such meeting. plantation sector spanning over 25 years. She has
extensive experience in equity investment through her
Pursuant to Rule 103 of the Company’s Constitution, at career in Credit Suisse has provide effective discussion
least one-third (1/3) of the Directors (excluding the Director at Board and Board Committee meetings. She is also
seeking re-election pursuant to Rule 81.2 of the Company’s a member of the Risk Management Committee,
Constitution) are required to retire by rotation at each AGM. Governance & Audit Committee and Board Tender
Rule 104 of the Company’s Constitution states that all Committee.
Directors shall retire from office once at least in each three
(3) years. A retiring Director shall be eligible for re-election.
Annual Report 2019 PG. 162 – 163
GOVERNANCE FRAMEWORK
of the Risk Management Committee. Management.
The Directors have met the Board’s expectations of high The NRC is responsible for the implementation of the
performance based on the performance and contribution Policy and for monitoring progress towards the achievement
of each Director as assessed through the BEA 2019. of the Board’s objectives.
The Board is of the view that the Independent Directors The salient features of the Policy are available online in
have brought independent and objective judgment in the Corporate Governance section at www.
Board deliberations and decisions. simedarbyplantation.com/corporate/corporate-governance
None of the six (6) Independent Directors have served The BEA 2019 was conducted internally through
on the Board for more than nine (9) years. questionnaires. The questionnaires were based on the 6
Corporate Governance Guide (3rd Edition) on the Guidance
Two (2) Independent Directors namely Tan Ting Min and on Board Leadership and Effectiveness issued by Bursa
Lou Leong Kok are seeking re-election at this AGM. Malaysia Securities Berhad.
The purpose of this report is to highlight areas that the Committee has reviewed during the financial year ended
31 December 2019. We report to shareholders on our oversight responsibilities in relation to the Sime Darby Plantation
Berhad (SDP) Group objectives, policies and practices pertaining to sustainability, more particularly towards contributing
to a better society, minimising environmental harm and delivering sustainable development.
Notes:
1 For the Members’ profiles see pages 116 to 127.
2 Reflects the number of meetings held during the time the Director held office.
3 Tunku Alizakri Raja Muhammad Alias was appointed after the FYE 31 December 2019.
4 Not Applicable.
The Sustainability Committee (SC) consists of Non-Executive Directors with 50% being Independent Non-Executives.
The Committee is supported by Sir Jonathon Espie Porritt, Sustainability Advisor. Sir Jonathon assists the Committee
by identifying emerging sustainability trends and their implications to SDP, and reviewing and advising on SDP’s
progress towards meeting its sustainability commitments, whilst meeting stakeholders’ expectations.
Meetings of the Committee are attended by the Group Managing Director, the Chief Sustainability Officer, together
with other members of senior management.
Annual Report 2019 PG. 164 – 165
The SC is committed to ensuring that the Group operates Our Focus During the Financial Year Ended 31 December
in line with its sustainability purpose, which is to contribute 2019
to a better society, minimise environmental harm and As SDP continues to implement responsible agricultural
deliver sustainable development. practices throughout its global operations, there has been
increased scrutiny this year around how companies
The primary objectives of the Committee are as follows: operating in our sector, including SDP, are implementing
Reviewing the sustainability strategy and performance commitments to contribute to a better society, minimise
GOVERNANCE FRAMEWORK
at the Board level around the critical sustainability environmental harm and deliver sustainable development
issues to the SDP Group, which includes health and throughout its global supply chain.
safety, biodiversity, conservation, human rights, climate
change, and supply chain sustainability. Although the SC deliberates in detail the sustainability
Overseeing the monitoring, reporting and verification performance of SDP’s own operations, the management
of the Sustainability Key Performance Indicators of of supply chain sustainability risks has also gained
SDP Group and their implementation through the prominence, with the company rolling out key initiatives
Group Blueprint and Roadmaps. around the supply chain this year. These include:
Emphasising and facilitating the adoption of a mindset – Launching the “Crosscheck” system, which is an online
in favour of sustainability throughout the Group. access platform to demonstrate the transparency of
Working to a set of Corporate Sustainability Principles SDP’s global supply chain
(the Charter). – Launching the “Working with Suppliers to Draw the
Line on Deforestation” policy. This articulates SDP’s
Detailed Terms of Reference for the Committee are approach to engaging with its supply chain. This is to 6
available online at the Corporate Governance section of eliminate deforestation by third-party suppliers.
the corporate website at www.simedarbyplantation.com/
corporate/corporate-governance Throughout the year, SDP has been recognised for its
efforts around sustainability, and for the second year
ANNUAL PERFORMANCE ASSESSMENT running, SDP received awards in the 2019 Sustainable
Business Awards. SDP was awarded in the supply chain
The Board performs an annual assessment of the SC’s management and land use and biodiversity categories,
effectiveness in carrying out its duties as set out in the whilst receiving a special recognition in the United Nations
Terms of Reference. The Board is satisfied that the Sustainable Development Goals category.
Committee has effectively discharged its duties in
accordance with its Terms of Reference.
Throughout the reporting period, the Committee has received updates on key sustainability initiatives and issues
across the Group at each Committee meeting. The Committee’s focus during these meetings has included:
Significant
Initiatives/Issues Matters Considered Outcome
Improving OSH related issues remain one of the top priority OSH Performance continues
Occupational areas deliberated in detail during the SC meetings, to be an area of focus for the
Safety and Health as the number of fatalities and major incidents entire Group. The frequency of
(OSH) Performance remain an area of concern. Safety & Health related
incidents have been reducing
Safety and Health performance indicators and for the third year running
mitigation actions undertaken by management since Calendar Year 2016.
across the Group are discussed extensively to
improve the overall performance of the company.
S U S TA I N A B I L I T Y C O M M I T T E E R E P O R T
Significant
Initiatives/Issues Matters Considered Outcome
Enhancing Supply Stakeholder expectations around the management The Group has achieved a 95%
Chain Sustainability of sustainability risks within the supply chain has traceability to mill level, and a
continued to intensify, with a focus on the issue of 47% traceability to plantation.
deforestation within the supply chain. The Group has launched
“Crosscheck”, an online access
The Committee has continued to deliberate in detail tool, to demonstrate and
the management’s efforts to improve supply chain communicate more effectively
transparency, manage supply chain sustainability the Group’s supply chain
risks and engage with suppliers around compliance footprint.
with SDP’s sustainability commitments.
The Group has also launched
its policy to “Work with
Suppliers to Draw the Line
Against Deforestation” to
articulate the Group’s
approach to engagement with
suppliers.
Enhancing Respect We have enhanced our scrutiny around how The Group has further rolled
for Human Rights organisations are implementing respect for Human out its Human Rights Impact
within the Rights, in line with the United Nations Guiding Assessments throughout its
Organisation Principles (UNGP) on Business and Human Rights. global operations to identify
salient human rights risks.
Salient human rights risks, such as management of Although the focus previously
migrant workers, modern day slavery and providing was around Upstream
access to grievance mechanisms continue to be operations, the scope of the
deliberated during Committee meetings and are assessments has also been
mitigated on the ground. extended to include Sime
Darby Oils operations.
Customers are also starting to look into Human
Rights practices of their suppliers with more An enhanced third-party
diligence. grievance channel was piloted
in selected Malaysian
operations to provide better
access to workers, and is
targeted to be rolled out
across Malaysia in 2020.
Significant
Initiatives/Issues Matters Considered Outcome
Climate Change The impact of Climate Change and mitigation To date, 13% of SDP’s mills
Impacts and actions undertaken by the Group has continued to have been equipped with
Mitigation be an area of focus for the Committee; progress of measures for methane
the biogas implementation plan is deliberated in capture, while several more
detail during the Committee meetings. are in different stages of
planning and/or development.
GOVERNANCE FRAMEWORK
The Committee this year has also looked into the
risk of stranded assets within the Group and The Group’s no-deforestation
deliberated around diversification of existing land commitment has also been
use, considering the future impacts of climate further strengthened
change and emerging regulations. throughout its supply chain
with increased efforts being
implemented in managing
supply chain sustainability
risks, and supplier grievances
from stakeholders.
COVID-19 Pandemic The Committee has at the end of FY2019 and at the Every effort has been made by
start of FY2020 deliberated and endorsed various management to contain the
Standard Operating Procedures and Guidelines to spread of the virus, which
tackle the issue of the COVID-19 pandemic. include:
Working from Home
arrangements
Restrictions and
minimisation of business
travel
Full compliance with
government guidelines and
regulations in all countries,
e.g. the Movement Control
Order (MCO) in Malaysia
Rollout of Emergency
Preparedness and
Response Procedures
across the organisation to
protect the safety and
health of workers
Execution and rollout of
the Business Continuity
Plan
S U S TA I N A B I L I T Y C O M M I T T E E R E P O R T
– Ensuring flawless implementation of sustainability standards that the Group adopts. These include the Roundtable
on Sustainable Palm Oil (RSPO), Malaysian Sustainable Palm Oil (MSPO) and Indonesian Sustainable Palm Oil
(ISPO), amongst others.
– Effectively managing sustainability risks in the supply chain, via increased transparency, supplier risk management,
handling of supplier grievances and smallholder inclusion.
– Leading in the development of new environmental and social standards and approaches to tackle material
sustainability issues faced by the Group and the Industry.
– Ensuring stakeholders are effectively engaged with and included throughout the Group’s sustainability journey.
– Finding ways for the Group to leverage on its sustainability credentials to differentiate itself and create value to
the organisation.
– Mitigate the impacts of the COVID-19 pandemic to the organisation with the priority of ensuring the safety and
health of all employees of the organisation in the immediate and long term.
Annual Report 2019 PG. 168 – 169
BOARD TENDER
COMMIT TEE REP ORT
GOVERNANCE FRAMEWORK
processes and procedures of the Group Procurement Policies & Authorities.”
Tan Sri Datuk Dr. Yusof Chairman 21 February 2018 2/2 100%
Basiran Independent Non-Executive Director
Notes:
* For the Members’ profiles see pages 116 to 127.
The BTC comprised a majority of Independent Non-Executive Directors. The BTC is supported by Group Procurement
who assists in arranging various sub-tender committee meetings to review and support the tender papers prior to
tabling to the BTC. The BTC Chairman reports to the Board on key matters deliberated at the BTC meetings.
Meetings of the BTC are attended by the Group Managing Director, Chief Financial Officer, Sime Darby Oils Managing
Director, Chief Operations Services Officer, Head of Group Procurement and other members of senior management.
BOARD TENDER COMMIT TEE REPORT
The Board Tender Committee (BTC) was established on The BTC is committed to ensuring that the Group continues
21 February 2018 to assist the Board in fulfilling its statutory to procure goods and services for key contracts/tenders
and fiduciary responsibilities in overseeing the process of in a transparent, objective and fair manner adopting the
awarding significant contracts/tenders by Sime Darby principles of good governance and at the same time
Plantation Berhad (SDP) and its subsidiaries (SDP Group). deliver best value to the Group.
The BTC has the mandate to review and approve tenders
with value above RM100 million up to RM500 million. The BTC is also committed to ensuring that the procurement
For tenders above RM500 million, the BTC has the of key contracts is conducted in accordance with the
mandate to review and support the tenders before the processes and procedures of the Group Procurement
same are deliberated and approved by the Board. Meetings Policies & Authorities.
of the BTC are held as and when required.
The Group has undertaken the following key activities in
The Committee is responsible for: the financial year ended 31 December 2019:
Overseeing that the tender process is carried out in Revised its Terms of Reference and the Group Policies
accordance with the Group Procurement Policies & & Authorities on procurement in alignment to the
Authorities including ensuring that the tender evaluation changes proposed by the Change Management Office.
criteria is comprehensive and allows for maximum
competition among vendors resulting in tenders being Standardised specifications, consolidated volume,
awarded based on merit. sourced for alternative materials and adopted the
most competitive method of negotiation to secure
Reviewing and deliberating the adequacy of the Tender the best value to the Group.
Evaluation Report, which incorporates both the technical
and commercial evaluations, and recommending The BTC will continue to focus on its commitment in
appropriate actions. The BTC reviews and approves ensuring that SDP continues to pursue value creation for
the Tender Report, highlighting any concern or the SDP Group which is sustainable and of significant
irregularity in the tender (if any). benefit to all stakeholders. In addition to getting the best
value for the Group through procurement, cost reduction
Detailed Terms of Reference for the Committee are and cost avoidance have become a top priority for the
available online at www.simedarbyplantation.com/corporate/ Group.
corporategovernance.
RISK MANAGEMENT
COMMIT TEE REP ORT
GOVERNANCE FRAMEWORK
Chairman of the Risk Management Committee
The purpose of this report is to highlight areas that the Committee has reviewed during the financial year ended
31 December 2019 and the priorities going forward.
We report to shareholders on our responsibility to ensure the implementation of appropriate systems to manage
the overall risk exposures of the Sime Darby Plantation Berhad (SDP) Group.
Notes:
1 For the Members’ profiles see pages 116 to 127.
The RMC comprises a majority of Independent Non-Executive Directors and is supported by the Group Risk Management
(GRM) Department in discharging its responsibilities. The RMC Chairman reports to the Board on key matters
deliberated at the RMC meetings.
Meetings of the Committee are attended by the Group Managing Director, Chief Financial Officer, Sime Darby Oils
Managing Director, Chief Operations Services Officer, Chief Risk Officer and Chief Integrity & Assurance Officer. In
addition, other members of senior management are also invited to attend meetings as and when necessary to
support detailed discussions.
RISK MANAGEMENT COMMIT TEE REPORT
The primary objective of the Committee is to assist the The Board performs an annual assessment of the
Board of Directors in the discharge of its statutory and Committee’s effectiveness in undertaking its duties as set
fiduciary responsibilities by identifying significant risks and out in the Terms of Reference. The Board is satisfied that
ensuring that the Group Risk Management Framework the Committee has effectively discharged its duties in
(RMF) includes the necessary policies and mechanisms accordance with its Terms of Reference.
to manage the overall risk exposures of the Group. The
RMC is also tasked with reviewing the adequacy and
effectiveness of the RMF to ensure that it continues to OUR FOCUS AND ACTION PLANS
support the vision, mission, and strategic objectives of the
During the financial year ended December 2019, the RMC
Group whilst safeguarding stakeholders’ interests.
has undertaken the following key activities:
Specific duties of the Committee are as follows: Monitoring of principal risks affecting the achievement
of the Group’s strategies & objectives. This includes
Review the adequacy of the scope, functions, authority,
reviewing strategic risk reports on external and emerging
competency and resources of the GRM Department.
risk outlooks as well as country risk assessments for
Provide oversight, direction and counsel to the risk territories in which we operate;
management process, specifically to:
Reviewing and providing oversight on GRM’s activities
(i) Establish the Group’s risk management framework which includes the following, amongst others:
based on internationally recognised risk – Fortnightly key risks perspective newsletter
management standards
– Development of Group risk appetite statements
(ii) Conduct an annual review and periodic testing
– Revision to the Risk Management Standard
of the Group RMF
– Development of Business Continuity Plans at
(iii) Establish and periodically review the Group risk Upstream and Downstream sites as well as a refresh
management guidelines and policies and ensure of the SDP Head Office Business Continuity Plans
implementation of the objectives outlined in the
policies and compliance with them – Project risk assessments.
(iv) Review and recommend the Group’s level of risk Reviewing of risk appetite principles and related
tolerance and actively identify, assess and monitor exposures;
key business risks to safeguard shareholders’ Reviewing and tracking previous approved investment
investments and the Group’s assets initiatives; and
(v) Monitor the Group level risk exposures and Reviewing and tracking the financial exposure position
management of the significant financial and non- of the Group.
financial risks identified including considering
whether response strategies (and contingency Where appropriate, the RMC also leveraged on the work
plans) to manage or mitigate material risks are of other Board committees such as the Sustainability
appropriate and effective given the nature of the Committee and Nomination & Remuneration Committee
identifiable risks. to assist with ensuring robust oversight of these particular
Review investment proposals that are significant from risk exposures.
a risk perspective and monitor the execution of risk
mitigation strategies for such proposals. Follow up on In the coming year, the RMC will continue to focus on
post-investment risk mitigation strategies to ensure providing oversight over the implementation of the RMF
that the strategies are implemented subsequent to throughout the Group as well as monitoring the key risk
the Board’s approval. exposures and the resultant mitigating actions affecting
SDP. In the first quarter of 2020, the RMC was apprised
Detailed Terms of Reference of the Committee are available of the key risk exposures arising from the COVID-19
online in the Corporate Governance section at http://www. outbreak. In particular, focus was on ensuring adequate
simedarbyplantation.com/corporate/corporate-governance. business continuity procedures were undertaken in line
Annual Report 2019 PG. 172 – 173
with the business continuity management framework Developed and deployed specific and customised
outlined in the Statement on Risk Management and guidelines in addition to SC19PERP for specific countries
Internal Control. Amongst the activities undertaken by where SDP operates including those for Sime Darby
the organisation to mitigate this risk includes the following: Oils (SDO) operating plants and sites. These include
manpower repatriation plans whilst ensuring minimum
Establishment and activation of SDP COVID-19 Response
disruption to SDP’s operations.
Team on 3 March 2020, chaired by the Group Managing
Director to closely monitor related developments and To ensure business continuity, a chain of command
deliberate action plans focusing on the areas of risk was approved by the Board and all direct report
GOVERNANCE FRAMEWORK
management, safety & health, employee welfare, positions to the Group Managing Director have identified
communications and business continuity. Where alternates in the event the incumbent is indisposed.
necessary, specific country-level teams were also
SDP is also active in assisting the frontlines i.e hospitals,
established at locations where SDP operates.
directly, through industry umbrella bodies (Malaysian
Developed and deployed the SDP COVID-19 Preparedness Palm Oil Association) and also through Yayasan Sime
and Emergency Response Plan (SC19PERP) which Darby in collaboration with the other two Sime Darby
includes procedures and guidelines drawn in accordance listed companies.
with those prescribed by the World Health Organisation,
Ministry of Health, Malaysia and other relevant
authorities, as well as specific procedures and guidelines
to fit SDP’s various operations. SC19PERP has been
deployed throughout the organisation and customised
where applicable. Measures that have been deployed
include stringent health screening and monitoring e.g. 6
mandating temperature checks, provision of adequate
protective equipment and quarantine guidelines;
business travel bans as well as ensuring social distancing
is practiced through leveraging technology, limiting
meeting sizes and segregation of teams and work
from home arrangements.
1 As at press time
STATEMENT ON RISK MANAGEMENT
AND INTERNAL CONTROL
INTRODUCTION
The Board is pleased to provide the Statement on Risk Management and Internal
Control which outlines the state of risk management and internal control within
Sime Darby Plantation (SDP) for the financial year under review.
In today’s volatile, uncertain, complex and ambiguous business environment, it’s imperative that the Group anticipates
future challenges and addresses its risks strategically. In SDP, our governance structure accords a dynamic balance
of Board and Management working within a corporate ecosystem of risk management and internal controls. This is
to effectively steer the Group in meeting its long term objectives and deliver value to the Group’s stakeholders within
the realm of accountability, transparency, integrity and ethics.
The following sections further describe our corporate ecosystem of risk management and controls:
Board of Directors
Group Integrity,
Group Risk Plantation Leadership
Governance &
Management Committee
Assurance
Board
The Board recognises that business decisions involve taking appropriate risks and the Board’s understanding of
risks and how risks are addressed have been fundamental in achieving the right balance of risks and controls in
the Group. In carrying out its responsibility for the Group’s Risk Management Framework and related processes,
the Board sets the risk appetite within which the Board expects Management to operate and monitor the
operational, financial and risk management processes of the Group. Delegation of these responsibilities to the
Governance & Audit Committee and the Risk Management Committee, ensures independent oversight over risk
and internal control matters in the Group.
Annual Report 2019 PG. 174 – 175
GOVERNANCE FRAMEWORK
▶ Group Integrity, Governance & Assurance
The three functions within GIGA are tasked with a unique role in addressing the integrity, governance and
assurance functions in the Group, as provided below:
GCA undertakes regular and systematic reviews to evaluate and improve the effectiveness of risk management,
control and governance processes throughout the Group operations and activities.
GCO coordinates compliance risk management activities and provides reasonable assurance that the Group’s
operations and activities are conducted in line with all regulatory requirements, internal policies and
procedures, Code of Business Conduct and standards of good business practice.
GFCRM detects and responds to fraud and corruption incidents/risks in the Group’s operations and activities
by way of conducting special and investigative reviews.
For further details on the activities of the GAC and GIGA, refer to the GAC Report on pages 150 to 159.
6
Risk Management Committee
The Risk Management Committee (RMC) assists the Board in providing the framework and guidance in which
the business units can operate, identify, and report on Group-wide risks. The RMC has a broad mandate to ensure
effective implementation of the objectives outlined in the Group Risk Management Framework and compliance
with them throughout the Group. The RMC is also responsible for periodically reporting higher risk exposures as
well as on the progress and assessment of risk management in the Group to the Board. Where appropriate, the
RMC also leveraged on the work of other Board Committees such as the Sustainability Committee and Nomination
& Remuneration Committee to assist with ensuring robust oversight of these particular risk exposures. The RMC
is assisted by the Group Risk Management (GRM) function.
For further details on the activities of the RMC and GRM, refer to the RMC Report on pages 171 to 173.
RISK MANAGEMENT
Continual
Integrated
Improvement
Human and
Structured and
Cultural
Comprehensive
Factors
Value Creation
and
Protection
Best Available Customised
Information
Dynamic Inclusive
Principles (clause 4)
Integration
Scope, Context, Criteria
COMMUNICATION & CONSULTATION
Risk Assessment
The primary goal of the Group Risk Management Framework Management Framework involves identification of risk and
is to identify, evaluate and manage risks that would mitigating measures in both, strategy-setting and in driving
impede the achievement of the Group’s long term and performance. The role of leaders and their responsibilities
short term strategies and objectives. Our approach to risk are emphasised in the framework to ensure that risk
management is aimed at embedding risk awareness in management is an essential part of business. The
all decision-making and a commitment to managing risk responsibility for identifying, evaluating and managing risks
proactively and effectively. This includes identifying and lies with all employees and business leaders and they
evaluating threats and opportunities early, managing and operate within the Group-wide framework to manage risks
preventing threats before they materialise and responding within approved limits. The Group Risk Management
effectively if they do, and actively pursuing opportunities Framework is also aligned with COSO1 2017 Enterprise Risk
to capture value within agreed risk tolerances. Management – Integrating with Strategy and Performance
which clearly underscores our commitment towards
As creating and protecting value is the key driver of risk enterprise risk management in strategic planning and our
management, it is imperative that the Group Risk will to embed risk management throughout the organisation.
Our integrated approach is two pronged, i.e. a top down strategic view which is complemented by bottom up
operational risk assessments, whilst taking cognisance of the external environment in which we operate. These risk
assessments are complemented by strategic country risk analyses and forecasts as well as risk assessments for key
projects and investments undertaken by the Group in an effort to proactively anticipate and mitigate risk events.
This facilitates the understanding and management of risk at all levels of the business.
The Risk Management Governance Structure shown below captures the arrangements and accountability of relevant
levels of management and operations.
GOVERNANCE FRAMEWORK
Board of Directors
Governance Risk
& Audit Management
Committee Committee Group Managing Director
Group
Integrity,
Governance &
Group Risk
Management
Plantation Leadership Committee 6
(Risk Owners)
Assurance Accountable and responsible for effective risk
identification & management
Risk Champions
Respective Business Units/Support Function have nominated Risk Champions who will support the Risk
Owners on risk management matters
Group
Group Advisory Sime Darby Group Group Human Sustainability
Upstream
& Value Creation Oils Finance Resources & Quality
Management
These three lines of defence in the exercise of their functions are designed to reinforce each other in the implementation
and strengthening of the Group Risk Management Framework.
To read more about how risk management was implemented during the year under review, refer to the RMC Report
on pages 171 to 173.
S TAT E M E N T O N R I S K M A N A G E M E N T A N D I N T E R N A L C O N T R O L
The Group is committed to safeguard the interests of all stakeholders in times of disaster and/or emergency. Therefore,
Business Continuity processes are put in place to ensure that the Group is able to continue operations with minimal
impact to stakeholders in the event of disruption.
Risk Reporting
The Group Risk Management Framework provides for consistent review and reporting. On a quarterly basis, formal
risk reports are developed and presented to the PLC and RMC. Any potential risks identified are escalated as
appropriate, with mitigation actions put in place to manage such risks. Significant risks affecting the business as well
as periodic external and emerging risk outlooks are presented to the RMC. Additionally, due to the evolving nature
of risk events in the external environment in which we operate, a fortnightly key risks perspective newsletter on
external and emerging risks is prepared and circulated to the Board and Management.
Annual Report 2019 PG. 178 – 179
At SDP, the following key control components have been embedded to assist the Board in maintaining a sound
system of internal control in the Group.
Policy Instruments
Our policy instruments refer to the various types of policies, procedures and guidelines which serve as a backbone
for both, external and internal compliance, in achieving best practices and streamlining internal processes. Within
the hierarchy of our Policy Instrument Framework, we have established ground rules for the development, establishment,
GOVERNANCE FRAMEWORK
amendment, and review of all core policy instruments.
Legislation
• Board Charter
• T
erms of reference of Board
Committees
6
Board Charter
• GPAs
• Group Policies
• Business Segment Policies (GHO)
• Business Segment Policies (Others)
Policies • Statement of Intent
• Group Procedures
• GHO Departmental Procedures
• Business Segment Procedures
• Business Unit Procedures
Procedures • Guidelines
The list of Policy Instrument above is non exhaustive. Categorical equivalence to policies/procedures include, but are not
limited to items illustrated in this diagram.
Our Board Charter sets out the Board’s strategic intent and outlines the Board’s roles and powers which it reserves
for itself, and those which it delegates to Management.
Our Terms of Reference of the respective Board Committees set the tone of the various Board Committees with
regard to their purpose, scope, responsibility, and accountability.
Our Group Policies & Authorities (GPAs) define the lines of responsibility, accountability, and authority limits and
represent a formal delegation of the Board’s powers and functions to Management. The GPAs are designed to
empower Management to achieve business objectives within the boundaries of business ethics governance and
covers functional policies, ethics and conduct, protecting of Group assets, key processes, and Limits of Authority.
Our policies, procedures and guidelines are developed by relevant departments, business segments and business
units to support the achievement of the principles stipulated in the GPAs, all of which, are mandatory to be
complied with by Directors and Employees of the Group.
Key policy instruments are accessible via the Group intranet in ensuring that Directors and Employees understand
their obligations within the Group’s governance framework. All policy instruments are reviewed and revised, as
appropriate, on a periodic basis to ensure that they are relevant to the current operating environment and better
reflect intended practices.
S TAT E M E N T O N R I S K M A N A G E M E N T A N D I N T E R N A L C O N T R O L
All Directors and Employees are required to sign an attestation to acknowledge compliance with the COBC and
their understanding of the rules, principles and policies outlined in the COBC. The COBC is made available in all key
languages in the jurisdictions within which the Group operates and is accessible on the Group’s corporate website
and intranet.
In enhancing the awareness and understanding of the COBC among Employees throughout the Group, various
awareness programmes are rolled out across the Group via a combination of physical briefings, video briefings,
collaterals, surveys and graphics.
GOVERNANCE FRAMEWORK
Business Partners in ensuring that anti-corruption and
Our Fraud & Corruption Risk Management function detects bribery initiatives are applied throughout our supply chain
and responds to fraud and corruption incidents/risks by in promoting a corruption-free business environment. Our
way of conducting special and investigative reviews at stance on our Commitment in Combatting Corruption is
the request of the GAC, Management and/or complaints made publicly available via our Anti-Corruption Policy
formally received through the whistleblowing channel or Statement on our corporate website.
based on red flags identified through other form of reviews.
The implementation of fraud and corruption risk assessment Vendor Management
as well as fraud and corruption detection strategies assist
to minimise the incidence of fraud and corruption in the Vendor Code of Business Conduct
Group. Our Vendor Code of Business Conduct (VCOBC) emphasises
our commitment to work closely with our Vendors (such
Whistleblowing as Service Providers, Suppliers, Contractors and Consultants)
to ensure that our values and principles are carried through
Our whistleblowing channels assist stakeholders to raise
in every aspect of our business operations. In this regard,
6
concerns, without fear of retaliation, on any wrongdoing
that they may observe in the Group. We take a serious we extend our business principles and standards of
view of any wrongdoing on the part of any of our behaviour to our Vendors via the VCOBC, which outlines
Employees, Management, Directors and Vendors, in the standards of behaviour required from the Vendors in
particular with respect to their obligations to the Group’s relation to labour & human rights, sustainability, health,
interests and all reports made in good faith will be safety & environment, and ethics & management practices.
investigated, regardless of the length of service, position/
title, relationship or connection of the alleged parties to Vendor Integrity Pledge
the Group. To facilitate reporting of whistleblowing The Vendor Integrity Pledge is a formal affirmation by
complaints, complaints can be lodged via various channels any Vendor who intends to conduct business transaction(s)
(website, e-mail, telephone, WhatsApp, postal box) with us that the said Vendor will comply with all applicable
throughout our global operations and are managed via laws or regulations, is not involved with any offence of
an independent function to ensure the transparency and bribery, corruption or fraud; and will not engage in bribery,
confidentiality of the process. corruption or fraud with the Group.
The information system platform in the Group also operates As per the requirement of Paragraph 15.23 of the Main
based on a set of IT policies and procedures intended to Market Listing Requirements (MMLR) of Bursa Securities,
protect the usage of the Group’s information and resources. the external auditors have reviewed this Statement on Risk
These include IT governance and authority, information Management and Internal Control (SORMIC). Their limited
security policies, identity and access management standards, assurance review was performed in accordance with the
project management framework, service management, Audit and Assurance Practice Guide (AAPG) 3 (Revised:
and guidelines on the usage of computer facilities. February 2018) issued by the Malaysian Institute of Accountants.
The AAPG 3 (Revised) does not require the external auditors
to consider whether the SORMIC covers all risks and controls,
Sustainability
or to form an opinion on the adequacy and effectiveness
Our Group Sustainability Principles, which are guided by of the Group’s risk management and internal control systems
the United Nations Sustainable Development Goals, seek including the assessment and opinion by the Board of
to contribute to a better society, minimise environmental Directors and the Management thereon.
harm and deliver sustainable development and these
principles are encapsulated in our Human Rights, Responsible
Agriculture and Innovation & Productivity Charters. All CONCLUSION
Employees are responsible to promote good governance For the financial year under review and up to the date
and transparency in their actions by instilling a culture of of approval of this statement, the Board is satisfied with
integrity and addressing sustainability and quality risks into the adequacy and effectiveness of the Group’s system of
all operational and decision making process. risk management and internal control to safeguard the
shareholders’ investments and the Group’s assets.
Risk Management
Enterprise Risk Management The Board has received reasonable assurance from the
GMD and the Chief Financial Officer that the Group’s risk
Please refer to the Risk Management section of this
management and internal control systems, in all material
Statement on pages 171 to 173.
aspects, are operating adequately and effectively. This
statement is made in compliance with Paragraph 15.26(b)
Business Continuity Management
of the MMLR of Bursa Securities and Principle B of the
Please refer to the Risk Management section of this Malaysian Code on Corporate Governance 2017 issued by
Statement on pages 171 to 173. Securities Commission Malaysia, and guided by the
Statement on Risk Management & Internal Control:
Guidelines for Directors of Listed Issuers.
The Directors are responsible for the preparation, integrity and fair presentation of the annual financial statements
of the Sime Darby Plantation Berhad Group. As required by the Companies Act, 2016 (Act) 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 191 to 363, 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, consistently applied and supported by reasonable and prudent judgments and
estimates. The Directors are satisfied that the information contained in the financial statements give a true and fair
GOVERNANCE FRAMEWORK
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 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 to prevent and detect fraud and
other irregularities.
This statement is made in accordance with a resolution of the Board of Directors dated 29 April 2020.
The annual financial statements for the financial year ended 31 December 2019 are set out on pages 191 to 363. 6
The preparation thereof was supervised by the Chief Financial Officer and approved by the Board of Directors on
29 April 2020.
F I N A N C I A L
STATE M E N T S
186 Directors’ Report
191 Statements Of Profit Or Loss
192 Statements Of Comprehensive Income
193 Statements Of Financial Position
195 Consolidated Statement Of Changes In Equity
196 Company Statement Of Changes In Equity
197 Statements Of Cash Flows
202 Notes To The Financial Statements
364 Statement By Directors
364 Statutory Declaration
365 Independent Auditors’ Report
DIREC TORS ’
REP ORT
For The Financial Year Ended 31 December 2019
The Directors hereby submit the Directors’ Report (“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 principal activities of the Company consist of the production, processing, refining and sales of palm oil and palm
kernel oil, manufacturing and marketing of specialty fats and edible oils, rubber and other palm oil related products
and investment holding.
The principal activities of the Group consist of the production, processing, refining and sales of palm oil and palm
kernel oil, manufacturing and blending, marketing and distribution of specialty fats, edible oils, rubber, coconut oil
and other palm oil related products, production and sales of sugar and beef, and the involvement in other agriculture
related business as disclosed in Note 51 to the financial statements.
Other than the above, there were no significant changes in the nature of these activities during the financial year.
FINANCIAL RESULTS
Group Company
RM’000 RM’000
Profit/(loss) for the financial year from continuing operations 274,885 (261,544)
Loss for the financial year from discontinuing operations (321,793) –
(200,160) (385,844)
– Perpetual Sukuk
– from continuing operations 124,300 124,300
– non-controlling interests
– from continuing operations 28,952 –
(46,908) (261,544)
DIVIDENDS
Since the end of the previous financial period, the Company has paid the following dividends:
RM’000
Final single tier dividend of 1.7 sen per ordinary share, paid on 21 May 2019 117,038
A final single tier dividend of 1.0 sen per ordinary share, amounting to RM68.9 million in respect of the financial
year ended 31 December 2019 has been declared on 28 February 2020 and will be paid on 22 May 2020. The
entitlement date for the dividend payment is 12 May 2020.
Annual Report 2019 PG. 186 – 187
All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.
During the financial year, the Company increased its issued and paid-up share capital to RM1,506,119,114 by way of
issuance of 83,735,906 new shares pursuant to the Dividend Reinvestment Plan of the Company.
DIRECTORS
FINANCIAL STATEMENTS
The Directors in office during the financial year and during the period from the end of the financial year to date of
this Report are:
DIRECTORS’ REMUNERATION
Details of Directors’ remuneration are set out in Note 11 to the financial statements.
DIRECTORS’ BENEFITS
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, as disclosed in Directors’ Interests in Shares.
Since the end of the previous financial period, no Director has received or become entitled to receive a 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 he or she is a member,
or with a company in which he or she has a substantial financial interest except for any benefits which may be
deemed to have arisen from the transactions disclosed in Note 11 to the financial statements.
The Directors and officers of the Group and of 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 premium paid for the financial year amounted to RM329,525.
According to the Register of Directors’ Shareholdings required to be kept under Section 59 of the Companies Act
2016, none of the Directors who held office at the end of the financial year held any shares, or debentures of, the
Company or its related corporations during the financial year.
DIREC TORS’ REPORT
For The Financial Year Ended 31 December 2019
(a) Before the financial statements of the Group and of the Company were prepared, 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 of current assets as shown in the accounting records of the Group and of the Company, have been
written down to amounts which they might be expected to realise.
(b) At the date of this Report, the Directors are not aware of any circumstances:
(i) which would render the amount written off for bad debts or the amount of the impairment for doubtful
debts in the financial statements of the Group and of the Company inadequate to any substantial extent;
(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.
(i) there are no charges on the assets of the Group or 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 or 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 within the
Report or financial statements which would render any amount stated in the financial statements misleading.
(i) the results of the operations of the Group and of the Company during the financial year were not substantially
affected by any item, transactions or events of a material and unusual nature, except that (a) the Group has
impaired the assets in a wholly-owned subsidiary, Sime Darby Plantation (Liberia) Inc. (“SDP Liberia”) of RM235.4
million as disclosed in Note 13 to the financial statements; and (b) impairment of the Company’s cost of
investment in SDP Liberia amounting to RM305.9 million as described in Note 21 to the financial statements.
(ii) 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 substantially affect the ability of the
Group and of the Company to meet their obligations as and when they fall due; and
(iii) 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 except
for the events disclosed in Note 52 to the financial statements.
Annual Report 2019 PG. 188 – 189
Pursuant to Section 253 of the Companies Act 2016, the list of Directors of the subsidiaries during the financial year
and up to the date of this Report is as follows (excluding Directors who are also Directors of the Company):
FINANCIAL STATEMENTS
Amir Hisham Hashim Hernandy Rifansyah Karli R Krishna Moorthy Ramasamy
Amir Mohareb Hersoebeno Brotowinoto Rasyid Redza Anwarudin
Andrew Timothy Worrall Hissammudin Mohamad Sabidin Renaka Ramachandran
Armando Edgar Mahyudion Daniel Ir. Safwani Robert Anak Tugang
Ary Tri Prasetyo Izaidin Mohd Zahari Robert Nilkare
Asanee Mallamphut James Walter Graham Roslin Azmy Hassan
Asmawatti Othman Jeffry Faizal Kamaruddin Ruari MacWilliam
Ayu Siri Ratana Chandra Johari Meor Ngah Rusdianto S. Sos
Azmi Jaafar Jonathan Pennefather Sandeep Bhan
Bambang Sumantri Hadi Mulyanto Khaizarudin Awaludin Shahrakbah Yacob
Benjamin McKeeman Oakley Lakon Anak Igey Shahrizan Aini Shamsul Khalil
Bryan Dyer Lee Ai Leng Shamsuddin Muhammad
Budi Darmono Lee Chong Yee Shogo Yoshida 7
Budi Suyanto Lim Ban Yeow (Alternate Director to
Burhan Chahyadi Lisnawati Ibrahim Fuyuhiko Nakata)
Chim Foong May M. Rukun Siregar Sir Joseph Tauvasa
Craig Gibsone Marie Cindhia Veronique Suhartono
Datu Haji Abdul Rashid Mohd Azis Magny-Antoine Supasak Chirasavinuprapand
Datuk Franki Anthony Dass Marie-Claude Priscille Koenig Syah Nizam
Denny Wicaksana Mersal Abang Rosli Syamsidar Syamsul, SH
Djoko Martopo (Alternate Director to Datu Haji Tan Sri Datuk Amar Haji Bujang
Dodik Prayitno Abdul Rashid Mohd Azis) Mohammed Bujang Mohammed
Dorab Erach Mistry Michael Barkhuysen Nor
Dr. K. Harikrishna Michelle Chang Yuet Ling Datuk Haji Abang Abdul Wahap
Dr. K. Kulaveerasingam Mohamed Abd Samad Bin Haji Abang Julai
Dr. Luc Bonneau Mohammad Japri Giman (Alternate Director to Tan Sri
Dr. Shariman Alwani Mohamed Mohd Amri Baharuddin Datuk Amar Haji Bujang
Nordin Mohd Hamdi Abd Karim Mohammed Bujang Mohammed
Dr. Stephen Nelson Mohd Haris Mohd Arshad Nor)
Dr. Ir. Ahmad Jaafar Abd Hamid Mohd Khiri Abd Wahab Vistra NC B.V.
Drs. Jakob Tobing MPA Mohd Nazri Mohamad Nageeb Wan Fauzan Shah Wan Ismail
Edeng Mulia Dermawan Mohd Zamri Pardi Yogesh Kotak
Edi Febriyanto Muhammud Nurazli Razali Yustinus Lambang Setyo Putro
Elaim Tangirongo Nindyo Pranantoro Zuhairi Zubir
Eliza Mohamed Zulkifli Zainal Abidin
Ernie Gangloff
DIREC TORS’ REPORT
For The Financial Year Ended 31 December 2019
SUBSIDIARIES
Details of subsidiaries of the Company are set out in Note 51 to the financial statements.
The Directors regard Permodalan Nasional Berhad as its immediate holding company and Yayasan Pelaburan
Bumiputra as its ultimate holding company. Both companies are incorporated in Malaysia.
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 6(f) to the financial statements.
The Group and the Company do not indemnify the auditors of the Company for losses in the event of legal actions
brought against the auditors for alleged wrongful acts by the auditors.
The auditors, PricewaterhouseCoopers PLT (LLP0014401-LCA & AF 1146), have expressed their willingness to accept
the re-appointment as auditors.
TAN SRI DATO’ A. GHANI OTHMAN MOHAMAD HELMY OTHMAN BASHA
DIRECTOR DIRECTOR
Selangor
29 April 2020
Annual Report 2019 PG. 190 – 191
STATEMENTS OF
PROFIT OR LOSS
For The Financial Year Ended 31 December 2019
GROUP COMPANY
Continuing operations
Revenue 5 12,062,266 6,518,321 3,161,885 1,652,040
Operating expenses 6 (11,651,019) (6,103,470) (3,307,209) (1,676,203)
Other operating income 7 202,361 155,620 168,980 137,941
FINANCIAL STATEMENTS
Other gains and losses 8 (209,376) 42,423 (99,387) (153,938)
sen sen
GROUP COMPANY
Continuing operations
Items that will be reclassified
subsequently to profit or loss:
Currency translation differences gains/
(losses):
– subsidiaries 16 88,580 160,998 – –
Cash flow hedge
– changes in fair value (17,564) (4,551) (18,899) (7,465)
– transfers to profit or loss 8 (6,433) (7,966) 1,211 267
Tax (expense)/credit relating to
components of other comprehensive
income 16 (1,181) (975) (302) 26
STATEMENTS OF
FINANCIAL P OSITION
As At 31 December 2019
GROUP COMPANY
NON-CURRENT ASSETS
Property, plant and equipment 17 17,314,025 17,004,073 7,914,895 7,838,988
Investment properties 18 7,609 15,176 – –
Right-of-use assets 20 2,145,540 2,239,212 282,601 287,477
Subsidiaries 21 – – 8,032,180 8,381,283
Joint ventures 22 34,152 446,805 3,745 311,938
FINANCIAL STATEMENTS
Associates 23 39,755 41,678 420 420
Intangible assets 24 2,840,508 2,892,843 2,073,603 2,081,424
Investments at fair value through other
comprehensive income (“FVOCI”) 25 30,469 29,294 27,049 25,749
Deferred tax assets 26 640,094 508,991 – –
Tax recoverable 27 333,674 290,412 – –
Trade and other receivables 28 155,741 115,122 – –
Amount due from a subsidiary 30 – – 59,768 49,080
CURRENT ASSETS
Inventories 29 1,498,398 1,681,776 141,046 219,530
7
Biological assets 19 188,764 178,783 27,767 19,007
Trade and other receivables 28 1,933,597 2,070,290 227,902 218,841
Tax recoverable 27 312,616 435,295 50,821 93,372
Amounts due from subsidiaries 30 – – 536,325 522,981
Amounts due from related parties 30 2,158 2,171 3,226 2,903
Derivatives 31 76,737 58,664 35,489 20,860
Bank balances, deposits and cash 32 431,347 491,042 85,403 65,693
EQUITY
Share capital 34 1,506,119 1,100,000 1,506,119 1,100,000
Reserves 35 11,754,854 12,018,449 7,449,143 7,968,715
GROUP COMPANY
NON-CURRENT LIABILITIES
Retirement benefits 38 259,736 229,809 50,699 50,306
Deferred income 41 207 446 – –
Deferred tax liabilities 26 2,598,247 2,653,870 701,855 710,406
Amount due to a subsidiary 30 – – 503,112 504,707
Borrowings 39 5,255,384 5,492,575 4,051,838 4,292,526
Lease liabilities 40 162,112 165,433 6,954 7,478
Trade and other payables 42 77,401 63,447 58,071 139,939
CURRENT LIABILITIES
Trade and other payables 42 1,360,612 1,466,545 387,133 363,567
Deferred income 41 13,071 28,536 7 42
Amounts due to subsidiaries 30 – – 994,982 1,000,313
Amounts due to related parties 30 6,989 61,020 6,027 36,826
Retirement benefits 38 15,189 7,784 – –
Lease liabilities 40 25,163 27,122 1,340 1,919
Tax payable 104,698 89,028 – –
Derivatives 31 242,913 21,198 134,197 8,883
Dividend payable – 748,092 – 748,092
Borrowings 39 2,489,543 1,804,339 1,747,612 974,443
CONSOLIDATED STATEMENT OF
CHANGES IN EQUIT Y
For The Financial Year Ended 31 December 2019
FINANCIAL STATEMENTS
for the financial year 16 – 62,170 (10,567) 51,603 – 1,284 52,887
Total comprehensive income for
the financial year – 62,170 111,066 173,236 124,300 30,236 327,772
Discontinuing operations
Total comprehensive income/(loss)
for the financial year 13 – 13,402 (333,195) (319,793) – – (319,793)
Discontinuing operations
Total comprehensive income/(loss)
for the financial period 13 – 12,326 (52,897) (40,571) – – (40,571)
STATEMENTS OF
CA SH FLOWS
For The Financial Year Ended 31 December 2019
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
Note RM’000 RM’000 RM’000 RM’000
CASH FLOWS FROM OPERATING
ACTIVITIES
Profit/(loss) for the financial year/period
from continuing operations 274,885 367,923 (261,544) (136,543)
FINANCIAL STATEMENTS
Adjustments for:
Amortisation of intangible assets 24 32,544 19,077 7,990 4,741
Bad debts written off 6(e) 19 97 19 –
Depreciation of:
– property, plant and equipment 6(a) 1,073,555 516,237 255,811 122,987
– investment properties 18 84 40 – –
– right-of-use assets 6(a) 99,830 63,254 5,337 2,627
Dividend income 5(b) (4,059) (4,059) (4,059) (4,059)
Finance costs 10 167,545 109,985 197,844 89,347
Finance income 9 (12,975) (8,473) (17,786) (8,934)
Unrealised fair value losses/(gains):
– commodities options and futures
contracts 178,701 (3,268) 92,785 3,849
– forward foreign exchange contracts
(non-hedging derivatives) (1,250) (8,838) – (1,112)
7
– forward foreign exchange contracts
(cash flow hedge) 6,433 7,966 (1,211) (267)
Fair value changes in biological assets
(net) (13,065) (22,939) (8,760) 17,145
Gains on disposals of:
– property, plant and equipment 7 (60,684) (35,589) (54,280) (26,328)
– non-current assets held for sale 7 (19,455) (46,058) (832) (16,756)
Impairment of:
– property, plant and equipment (6e) 2,474 5,969 – 1,296
– right-of-use assets (6e) 19,446 – – –
– investment in subsidiaries 21 – – 309,462 136,084
– investment in a joint venture – – 11,350 –
– amounts due from subsidiaries 6(e) – – 18,267 11,795
– amounts due from joint ventures 6(e) 27,501 – 25,088 2,413
– advances for plasma plantation
projects 6(e) 1,703 3,440 – –
– trade and other receivables 6(e) 9,310 5,768 1,475 311
Write off of:
– Intangible assets 24 13 193 – 193
– property, plant and equipment 17 26,218 32,268 9,510 12,241
Write-down of:
– right-of-use assets 20 1,971 – – –
– inventories (net) 6(e) 3,554 4,070 459 50
Retirement benefits 38 41,805 12,838 7,622 4,262
Reversal of impairment of:
– investment in subsidiaries 7 – – (94,731) (72,509)
– amounts due from subsidiaries 7 – – (1,153) –
– advances for plasma plantation
projects 7 (2,130) (315) – –
– trade and other receivables 7 (18,309) (7,498) – –
Share of results of:
– joint ventures 22(a) (3,911) (225) – –
– associates 23(a) 2,257 (1,568) – –
S TAT E M E N T S O F C A S H F L O W S
For The Financial Year Ended 31 December 2019
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
Note RM’000 RM’000 RM’000 RM’000
CASH FLOWS FROM OPERATING
ACTIVITIES (CONTINUED)
Tax (credit)/expense 12 (23,569) 145,252 5,755 15,970
Unrealised exchange (gains)/losses (net) (13,856) (26,818) (5,571) 119,838
1,796,585 1,128,729 498,847 278,641
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
Note RM’000 RM’000 RM’000 RM’000
CASH FLOWS FROM FINANCING
ACTIVITIES
Finance costs paid (261,831) (117,614) (211,824) (98,861)
Loans raised 6,028,965 1,292,226 4,877,644 512,260
FINANCIAL STATEMENTS
Borrowing transaction cost paid 39 (10,644) (700) (10,437) (700)
Loan repayments (5,557,088) (719,990) (4,340,450) (269,165)
Repayments of lease liabilities (56,078) (19,397) (2,901) (1,334)
Distribution to Perpetual Sukuk holders 36 (124,300) (61,980) (124,300) (61,980)
Dividend paid to shareholders 15 (459,011) (204,025) (459,011) (204,025)
Dividend paid to non-controlling
interests of subsidiaries 37 (57,963) (24,557) – –
Financing cash flow (used in)/from
continuing operations (497,950) 143,963 (271,279) (123,805)
Financing cash flow from discontinuing
operations 63,081 23,204 – –
Net cash (used in)/generated from
financing activities (434,869) 167,167 (271,279) (123,805) 7
NET (DECREASE)/INCREASE IN CASH
AND CASH EQUIVALENTS DURING
THE FINANCIAL YEAR/PERIOD (50,961) 101,875 21,394 (2,804)
Details of significant non-cash transactions during the financial year are set out in Note 34 to the financial
statements.
S TAT E M E N T S O F C A S H F L O W S
For The Financial Year Ended 31 December 2019
A reconciliation between the opening and closing balances in the statement of financial position for liabilities
arising from financing activities is as follows:
Lease
Borrowings* liabilities Total
GROUP Note RM’000 RM’000 RM’000
31 December 2019
At 1 January 2019 7,342,384 192,555 7,534,939
Non-cash changes
Finance costs 10 159,854 7,691 167,545
Finance costs capitalised 10 113,582 – 113,582
Recognition of additional lease liabilities – 42,615 42,615
Exchange differences (89,834) 492 (89,342)
31 December 2018
At 1 July 2018 6,537,995 199,538 6,737,533
Non-cash changes
Acquisition of a subsidiary 43 34,806 – 34,806
Finance costs 10 105,371 4,614 109,985
Finance costs capitalised 10 17,452 – 17,452
Recognition of additional lease liabilities – 8,439 8,439
Exchange differences 169,634 (639) 168,995
* The borrowings include interest payable for the Group which was classified under trade and other payable
in Note 42.
Annual Report 2019 PG. 200 – 201
A reconciliation between the opening and closing balances in the statement of financial position for liabilities
arising from financing activities is as follows: (continued)
Amounts
Lease due to a
Borrowings* liabilities subsidiary Total
COMPANY Note RM’000 RM’000 RM’000 RM’000
FINANCIAL STATEMENTS
31 December 2019
At 1 January 2019 5,289,563 9,397 511,765 5,810,725
Non-cash changes
Finance costs 10 179,900 877 17,067 197,844
Finance costs capitalised 10 27,766 – – 27,766 7
Recognition of additional lease
liabilities – 921 – 921
Exchange differences (7,090) – (1,512) (8,602)
31 December 2018
At 1 July 2018 4,939,282 10,406 497,341 5,447,029
Non-cash changes
Finance costs 10 80,236 325 8,786 89,347
Finance costs capitalised 10 10,922 – – 10,922
Exchange differences 103,137 – 18,090 121,227
* The borrowings include interest payable for the Company which was classified under trade and other payable
in Note 42.
NOTES TO THE
FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2019
1. CORPORATE INFORMATION
The principal activities of the Company consist of the production, processing, refining and sales of palm oil and
palm kernel oil, manufacturing and marketing of specialty fats and edible oils, rubber and other palm oil related
products and investment holding.
The principal activities of the Group consist of the production, processing, refining and sales of palm oil and
palm kernel oil, manufacturing and blending, marketing and distribution of specialty fats, edible oils, rubber,
coconut oil and other palm oil related products, production and sales of sugar and beef, and the involvement
in other agriculture related business as disclosed in Note 51 to the financial statements.
Other than the above, there were no significant changes in the nature of these activities during the financial year.
The Company is a public limited company incorporated and domiciled in Malaysia, and is listed on the Main
Market of Bursa Malaysia Securities Berhad commencing 30 November 2017. The registered office of the Company
is located at Level 10, Main Block, Plantation Tower, No. 2, Jalan PJU 1A/7, Ara Damansara, 47301 Petaling Jaya,
Selangor Darul Ehsan.
The Directors regard Permodalan Nasional Berhad as its immediate holding company and Yayasan Pelaburan
Bumiputra as its ultimate holding company. Both companies are incorporated in Malaysia.
2. BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared in accordance with the Malaysian
Financial Reporting Standards (“MFRS”), International Financial Reporting Standards and the requirements of the
Companies Act 2016 in Malaysia.
The financial statements have been prepared under the historical cost convention except as disclosed in the
summary of principal accounting policies in Note 3.
The preparation of financial statements in conformity with MFRS, 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 the revenue
and expenses during the reported period. It also requires Directors to exercise their judgement in the process
of applying the Group’s and the Company’s accounting policies. Although these estimates and judgement are
based on Directors’ best knowledge of current events and actions, actual results may differ. 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 4.
The Group and Company had changed its financial year end from 30 June to 31 December effective from the
previous reporting period. Consequently, the comparative figures are the previous 6 months period from 1 July
2018 to 31 December 2018. The current financial statements are for a period of 12 months from 1 January 2019
to 31 December 2019. Due to the change in the financial year end, the amounts presented in the financial
statements are not entirely comparable.
Annual Report 2019 PG. 202 – 203
a. Accounting pronouncements that have been adopted in preparing these financial statements
During the financial year, the Group has considered the new accounting pronouncements in the preparation
of the financial statements, as follows:
(i) New accounting pronouncements with effective date on or after 1 January 2019
FINANCIAL STATEMENTS
• Amendments to MFRS 119 “Plan Amendment, Curtailment or Settlement”
• IC Interpretation 23 “Uncertainty over Income Tax Treatments”
• Annual Improvements to MFRSs 2015 – 2017 Cycle
The Annual Improvements to MFRSs 2015–2017 Cycle on MFRS123 “Borrowing Costs” 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 and
loss, such borrowing costs are capitalised as part of other qualifying assets. This has resulted in the
capitalisation of additional finance costs of RM48.8 million into property, plant and equipment for the
year ended 31 December 2019.
Other than that, the adoption of these amendments and IC Interpretations listed above did not have
any impact on the current year or any prior period/years and is not likely to affect future periods. 7
b. Standards and amendments that have been issued but not yet effective
c. Accounting pronouncement where the effective date has been deferred to a date to be determined by
the Malaysian Accounting Standards Board (“MASB”) is set out below:
• Amendments to MFRS 10 and MFRS 128 “Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture”
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The following 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 periods presented, unless
otherwise stated.
The consolidated financial statements comprise the financial statements of the Company and all of its
subsidiaries made up to the end of the financial year 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.
Existing equity interests in the acquiree are re-measured to fair value at the date of business combination
with any resulting gain or loss taken to 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 profit or loss.
Intercompany transactions and balances are eliminated on consolidation, but unrealised losses arising
therefrom are eliminated only to the extent of the cost of the asset that can be recovered, and the
balance is recognised in 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 the 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 in profit or loss.
Business combinations under common control are accounted using the predecessor method of
accounting where 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).
Annual Report 2019 PG. 204 – 205
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 value of the assets and liabilities of
the combining entities as of the date of the combination is taken to equity. Transaction costs for the
FINANCIAL STATEMENTS
combination are recognised in profit or loss.
Similar treatment applies in the Company’s separate financial statements when assets and liabilities
representing the underlying businesses under common control are directly acquired by the Company.
In accounting for business combinations in the Company’s separate financial statements, the excess
of the cost of acquisition over the aggregate carrying amounts of assets and liabilities as of the date
of the combination is taken to equity.
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. 7
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. 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 joint venture reaches zero,
or reaches the limit of the obligations in the case when 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 of 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 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.
(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.
Investments in associates are accounted for using the equity method, similar to Note 3(a)(iii) above.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
(b) Investments in subsidiaries, joint ventures and associates in separate financial statements
In the Company’s separate financial statements, investments in subsidiaries, joint ventures and associates
are carried at cost less accumulated impairment losses. On disposal of investments in subsidiaries, joint
ventures and associates, the difference between disposal proceeds and the carrying amounts of the
investments are recognised in profit or loss.
The amount due from subsidiaries of which the Company does not expect repayment in the foreseeable
future are considered as part of the Company’s investments in the subsidiaries.
Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (“the functional currency”).
The consolidated financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s
functional and presentation currency.
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 profit or loss.
Foreign exchange differences arising from the translation of a monetary item designated as hedge of
net investment in a foreign operation are recognised in other comprehensive income in the consolidated
financial statements until the net investment is disposed.
For consolidation purposes, foreign operations’ results are translated into the Group’s presentation
currency at average exchange rates for the financial year 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 re-attributed to the non-
controlling interests. The proportionate share of the cumulative translation differences is reclassified to
profit or loss in respect of all other partial disposals.
Annual Report 2019 PG. 206 – 207
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment
losses. Cost 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 profit
or loss during the financial year in which they are incurred.
All costs directly related to bearer plants are capitalised until such time as the bearer plants reach maturity,
at which point all further costs are expensed and depreciation commences. Such costs include seedling
FINANCIAL STATEMENTS
and planting costs, other upkeep costs, and an allocation of overhead costs.
Freehold land is not depreciated as it has indefinite life. Depreciation commences when the bearer plants
mature or when the assets under construction are ready for their intended use. Other property, plant and
equipment are depreciated on a straight-line basis to write down the cost or valuation of each asset to its
residual value over its estimated useful lives as follows:
Buildings 20 to 50 years
Bearer plants
– Oil palm 22 years, or the lease term, if shorter
– Rubber trees 24 years, or the lease term, if shorter
– Growing canes 5 years, or the lease term, if shorter
Plant and machinery 5 to 40 years 7
Vehicles, equipment and fixtures 3 to 10 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
Property, plant and equipment are tested for impairment whenever indication of impairment exists, see
Note 3(l)(i) on impairment of non-financial assets.
Investment properties are land and buildings held for rental income and/or capital appreciation 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 its residual value over its
estimated useful life as follows:
The residual values and useful lives are reviewed, and adjusted if appropriate, annually. Investment properties
are tested for impairment whenever indication of impairment exists, see Note 3(l)(i) on impairment of non–
financial assets.
Biological assets comprised cattle livestock and produce growing on bearer plants. Biological assets are measured
at fair value less costs of disposal. Any gains or losses arising from changes in the fair value less costs of disposal
net of transfers to produce stocks are recognised net in profit or loss. Fair value is determined based on the
present value of expected net cash flows from the biological assets. The expected net cash flows are estimated
using the expected output method and the estimated market price of the biological assets.
Biological assets are classified as current assets for bearer plants that are expected to be harvested and
livestock that are expected to be sold or used for production on a date not more than 12 months after
the reporting date, and the balance is classified as non-current.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
(i) Goodwill
Goodwill represents the excess of the consideration and the fair value of previously held interests over
the Group’s share of the fair value of identifiable assets, liabilities and contingent liabilities of the
acquiree at the date of acquisition.
Goodwill is stated at cost less accumulated impairment losses. Goodwill is allocated to cash generating
units for the purpose of impairment testing. Goodwill on acquisition of joint ventures and associates
is included as part of the cost of investments in joint ventures and associates. Such goodwill is tested
for impairment as part of the overall net investment in each joint venture and associate.
Research costs are charged to profit or loss in the financial year in which the expenditure is incurred.
Internally generated agriculture development costs are capitalised as intangible assets when the following
criteria are fulfilled:
(i) it is technically feasible to complete the intangible asset so that it will be available for use or sale;
(ii) management intends to complete the intangible asset and use or sell it;
(iii) there is an ability to use or sell the intangible asset;
(iv) it can be demonstrated how the intangible asset will generate probable future economic benefits;
(v) adequate technical, financial and other resources to complete the development and to use or sell
the intangible asset are available; and
(vi) the expenditure attributable to the intangible asset during its development can be reliably measured.
Subsequently, such capitalised development costs are amortised from the commencement of commercial
production of the product to which they relate on a straight-line basis between 5 and 20 years. The
useful life will be reviewed and adjusted, if appropriate, annually. Impairment testing is performed
annually on development activities which have not entered commercial production. Development
activity is also tested for impairment whenever indication of impairment exists. See Note 3(l)(i) on
impairment of non-financial assets.
Development costs previously recognised as an expense in profit and loss are not recognised as an
asset in subsequent period.
Smallholder relationships have arisen on the acquisition of subsidiaries. These assets reflect the economic
relationship between Group and the smallholders who cultivate and harvest fresh fruits bunches on
land owned by the smallholders. These assets are shown at fair value on acquisition of subsidiaries
and subsequently subject to amortisation on a straight line basis over the estimated average remaining
lease term of the Group’s land of 45 years. The smallholder relationships are tested for impairment
whenever indication of impairment exists.
Expenditure on computer software that is not an integral part of the related hardware is treated as
an intangible asset and is carried at cost less accumulated amortisation and accumulated impairment
losses. Amortisation is calculated using the straight-line basis over their estimated useful lives. The
annual amortisation rates range from 10% to 33%. Projects in progress are not amortised as these
computer software are not yet available for use.
Annual Report 2019 PG. 208 – 209
Intellectual property rights acquired from third parties are carried at cost less accumulated amortisation
and accumulated impairment losses. Amortisation is calculated using the straight-line basis over their
estimated useful life of 20 years.
FINANCIAL STATEMENTS
Other intangible assets with finite useful lives are carried at cost less accumulated amortisation and
accumulated impairment losses. Amortisation is calculated using the straight-line basis over their
contractual periods or estimated useful lives. The principal annual amortisation rates are:
These intangible assets are tested for impairment whenever indication of impairment exists. See Note
3(l)(i) on impairment of non-financial assets.
Non-current assets (or disposal groups) are classified as “held for sale” if their carrying amounts will be
7
recovered principally through a sale transaction rather than through continuing use and a sale is considered
highly probable. Depreciation ceases when an asset is classified as a non-current asset held for sale. Non–
current assets held for sale are stated at the lower of carrying amount and fair value less costs of disposal.
An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group)
to fair value less costs of diposal. A gain is recognised for any subsequent increases in fair value less costs
of disposal of an asset (or disposal group), but not in excess of any cumulative impairment loss previously
recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or
disposal group) is recognised at the date of derecognition.
A discontinued 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 discontinued operations are presented separately
in the statements of profit or loss and statement of comprehensive income.
(i) Inventories
Inventories comprise palm oil products, sugar stocks, coconut oil, raw materials, trading inventories,
consumables and spare parts. Inventories are stated at the lower of cost and net realisable value. The cost
of raw materials, trading inventories and consumable stores represent cost of purchase plus incidental costs,
and in the case of other inventories, include cost of materials, direct labour, other direct costs and related
production overheads based on normal operating capacity.
Costs for palm oil products and sugar stock includes all direct expenses, an appropriate proportion of
variable and fixed overheads arising from manufacturing and head office expenses and the estimated fair
value less costs of disposal attributed to agriculture produce at the point of harvest in accordance with
MFRS 141 “Agriculture”. The fair value of biological assets harvested from the Group’s own plantations and
sold during the financial year are recorded as part of the biological assets movement (see Note 19) and as
part of “fair value changes in biological assets (net)” in determining the profit.
The cost of inventories is determined on a weighted average basis whilst net realisable value is the estimated
selling price in the ordinary course of business, less estimated cost to completion and estimated selling expenses.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The Group classifies its financial assets in the following measurement categories:
The Group and the Company classify its financial assets at amortised cost when the asset is held within
a business model with the objective to collect contractual cash flows and the contractual terms give
rise to cash flows that are solely payments of principal and interest (“SPPI”). Financial assets of the
Group and the Company which fall under this category are trade and other receivables, bank balances,
deposits and cash.
At initial recognition, the Group and the Company measure a financial asset at its fair value plus
transaction costs that are directly attributable to the acquisition of the financial asset. Interest income
from these financial assets is included in finance income using the effective interest rate method. Any
gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains
and losses together with the related foreign exchange gains and losses.
(ii) Financial assets at fair value through other comprehensive income (“FVOCI”) – Equity instruments
The Group and the Company have made an irrevocable election to classify its equity investments in
unquoted shares under this category. At initial recognition, the Group and the Company measure a
financial asset at its fair value plus transaction costs that are directly attributable to the acquisition of
the financial asset.
Subsequently, any fair value gains and losses on equity investments are recognised in investment in
FVOCI reserve. On derecognition, the cumulative gain or loss is reclassified from investment in FVOCI
reserve to retained earnings. Dividends from such investments continue to be recognised in profit or
loss as other income when the Group’s and the Company’s right to receive payments are established.
(iii) Financial assets at fair value through profit or loss (“FVTPL”) – Debt instruments
Financial assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL.
Financial assets are classified as held for trading if they are acquired for the purpose of selling or
repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified
as held for trading unless they are designated as effective hedging instruments. Accordingly, the Group
and the Company classify its non-hedging derivative assets under this category.
At initial recognition, the Group and the Company measure this financial asset at its fair value. Transaction
costs attributable to the acquisition of the financial asset are expensed in profit or loss. Net changes
in the fair value of financial assets at FVTPL are subsequently recognised in other gains and losses in
profit or loss.
Purchases and sales of financial assets are recognised at trade date, the date at which the Group and the
Company commit to purchase or sell the asset. Financial assets are derecognised when the rights to receive
cash flows from the financial assets have expired or have been transferred and the Group and the Company
have transferred substantially all the risks and rewards of ownership.
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, and the balance is classified as non-current.
Derivatives are measured at fair value and carried as assets when the fair value is positive and as liabilities
when the fair value is negative.
A derivative that is neither designated nor an effective hedging instrument is categorised under fair value
through profit or loss and changes in its fair value is recognised in profit or loss. In the case of a derivative
that qualifies for cash flow hedge, the effective portion of changes in its fair value is recognised in other
comprehensive income.
FINANCIAL STATEMENTS
The gain or loss is removed from equity and included in profit or loss in the same period or periods during
which the hedged item affects profit or loss. In the case of a hedge of a forecast transaction which results
in the recognition of a non-financial asset or a non-financial liability, the gain or loss is removed from equity
and included in the carrying amount of the asset or liability.
When a derivative expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised
when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no
longer expected to occur, the cumulative gain or loss that was reported in equity is immediately reclassified
to profit or loss within other gains and losses.
Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. 7
Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in
other comprehensive income and accumulated in reserves within equity. The gain or loss relating to the
ineffective portion is recognised immediately in profit or loss within other gains or losses.
Gains and losses accumulated in equity are reclassified to profit or loss when the foreign operation is
disposed or partially disposed of.
The Group and the Company document at the inception of the hedge relationship, the economic relationship
between hedging instruments and hedged items including whether changes in the cash flows of the
hedging instruments are expected to offset changes in the cash flows of hedged items. The Group and
the Company document its risk management objective and strategy for undertaking its hedge transaction.
(l) Impairment
Goodwill and other intangible assets that have an indefinite useful life or are not yet available for use
are tested for impairment. Other non-financial assets are assessed for indication of impairment. If an
indication exists, an impairment test is performed.
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 of disposal and value-in-use. Impairment loss on non-financial assets is charged to profit or loss.
Except for goodwill, non-financial assets that were previously impaired are reviewed for possible reversal of the
impairment 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 to the carrying amount that would have been
determined had no impairment loss been recognised for the asset in prior financial periods.
The Group and the Company perform impairment exercise annually and whenever events or circumstances
occur indicating that impairment may exist.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The Group and the Company recognise an allowance for expected credit loss (“ECL”) for all debt
instruments not held at FVTPL and financial guarantee contracts issued. ECLs are based on the difference
between the contractual cash flows due in accordance with the contract and all the cash flows that
the Group and the Company expect to receive, discounted at an approximation of the original effective
interest rate. The expected cash flows will include cash flows from the sale of collateral held or other
credit enhancements that are integral to the contractual terms. For financial guarantee contract, the
ECL is the difference between expected payments to reimburse the holder of the guarantee debt
instruments less any amounts the Group and the Company expect to recover from the other party.
While cash and cash equivalents are also subject to the impairment requirements of MFRS 9 “Financial
Instruments”, the identified impairment loss is immaterial.
ECLs are measured based on a general 3-stage approach and a simplified approach.
General 3-stage approach for other receivables, non-trade inter-company balances, advances for plasma
plantation projects and financial guarantee contracts issued
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default
events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for
which there has been a significant increase in credit risk since initial recognition, a loss allowance is
required for credit losses expected over the remaining life of the exposure, irrespective of the timing
of the default (a lifetime ECL).
For trade receivables, the Group and the Company apply a simplified approach in calculating ECLs.
Therefore, the Group and the Company do not track changes in credit risk, but instead recognises a
loss allowance based on lifetime ECLs at each reporting date. The Group and the Company have
established a provision matrix that is based on its historical credit loss experience, adjusted for forward-
looking factors specific to the debtors and the economic environment.
The Group and the Company consider the probability of default upon initial recognition of asset and
whether there has been a significant increase in credit risk on an ongoing basis throughout each
reporting period. To assess whether there is a significant increase in credit risk, the Group and the
Company compare the risk of a default occurring on the asset as at the reporting date with the risk
of default as at the date of initial recognition. The assessment considers available, reasonable and
supportable forward-looking information.
Macroeconomic information (such as market interest rates or growth rates) is incorporated as part of
the internal rating model.
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more
FINANCIAL STATEMENTS
than 90 days past due in making a contractual payment.
The Group and the Company consider a financial asset in default, which is fully alligned with the
definition of credit-impaired, when contractual payments are 90 days past due. However, in certain
cases, the Group and the Company may also consider a financial asset to be in default when internal
or external information indicates that the Group and the Company are unlikely to receive the outstanding
contractual amounts in full before taking into account any credit enhancements held by the Group
and the Company. A financial asset is written off to profit or loss when there is no reasonable expectation
of recovering the contractual cash flows.
To measure ECL, trade receivables arising from plantation upstream and downstream, and other
operations were assessed based on credit risk profile and grouped into two categories (i.e. local and
export customers). Local customers are defined as the customers with operation presence within the
country in which the entity operates. Export customers represent customers outside the country in
which the entity operates. Both portfolios are differentiated by country risks and are subject to different
credit assessment.
Individual assessment
Trade receivables, other receivables, advances from plasma plantation projects, amounts due from
subsidiaries and amounts due from related parties which are in default or credit-impaired are assessed
individually.
Proceeds from ordinary shares issued are accounted for as share capital in equity. Costs directly
attributable to the issuance of new shares are deducted from equity.
Dividends to the owner of the Company and non-controlling interests are recognised in the statement
of changes in equity in the period in which they are declared.
Perpetual Sukuk is classified as equity instruments as there is no contractual obligation to redeem the
instrument. Costs directly attributable to the issuance of the instrument, net of tax, are treated as a
deduction from the proceeds.
Perpetual Sukuk holders’ entitlement is accounted for as an appropriation in profit or loss and distribution
is recognised in the statement of changes in equity in the period in which it is declared.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
(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 provision due to the passage of time is recognised as finance costs.
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in
the financial period in which the services are rendered by employees.
A defined contribution pension plan is a pension plan under which the Group pays fixed contributions
into a separate entity. The Group has 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 pension plans in accordance with local conditions and
practices in the countries in which it operates. The Group’s contributions to defined contribution pension
plans are charged to profit or loss in the financial period in which they relate.
A defined benefit pension plan is a pension plan that is not a defined contribution pension plan. Typically
defined benefit pension plans define an amount of pension benefit that an employee will receive on
retirement, usually dependent on one or more factors such as age, years of service and compensation.
The Group has various defined benefit pension plans, some of which are funded by payments from
the relevant group of companies in various countries. The Group’s defined benefit pension plans are
determined based on a periodic actuarial valuation by external consultants where the amount of the
benefits that eligible employees have earned in return for their services in the current and prior financial
periods are estimated.
The liabilities in respect of the defined benefit pension plans are the present value of the defined
benefit obligations at the end of the reporting period, adjusted for actuarial gains and losses and past
service costs, and reduced by the fair value of the plan assets. The defined benefit obligations, calculated
using the Projected Unit Credit Method, are determined by independent actuaries, considering the
estimated future cash outflows.
Actuarial gains or losses arising from market adjustments and changes in actuarial assumptions are
recognised in other comprehensive income.
Termination benefits are payable whenever an employee’s employment is terminated in exchange for these
benefits. The Group recognises 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 redundancy.
Other long-term employee benefits such as deferred compensation payable 12 months or more after
the service period are calculated based on the Group’s and the Company’s policy using the same
methodology as other post-employment benefits.
Annual Report 2019 PG. 214 – 215
The Group’s financial liabilities are classified into four categories and the accounting policies for each of
these categories are as follows:
Financial liabilities are classified as FVTPL if they are held for trading. Derivatives are categorised as
held for trading unless they are designated and are effective hedging instruments.
FINANCIAL STATEMENTS
(ii) Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to
reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due,
in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially
at fair value plus transaction costs.
Financial guarantee contracts are subsequently measured at the higher of the amount determined in
accordance with expected credit loss model under MFRS 9 “Financial Instruments” and the amount
initially recognised less, the cumulative amount of income recognised in accordance with the principles
of MFRS 15 “Revenue from Contracts with Customers”, where appropriate.
Where financial guarantees in relation to loans or payables of subsidiaries are provided by the Company 7
for no compensation, the fair values are accounted for as contributions and recognised as part of the
cost of investment in subsidiaries.
Payables, amounts due to subsidiaries, amounts due to related parties and borrowings are recognised
initially at fair value plus transaction costs and thereafter, at amortised cost using the effective interest
method. Amortisation is charged to profit or loss.
The accounting policy for derivatives used for hedging activities is disclosed in Note 3(k).
Financial liabilities are classified as current liabilities for those having maturity dates of not more than
12 months after the reporting date, and the balance is classified as non-current.
Financial assets and liabilities are offset and the net amount presented in the statement of financial
position when there is a legally enforceable right to offset the recognised amounts and there is an
intention to settle on a net basis, or realise the asset and settle the liability simultaneously. The legally
enforceable right must not be contingent on future events and must be enforceable in the normal
course of business and in the event of default, insolvency or bankruptcy.
For the purpose of the statements of cash flows, cash and cash equivalents include cash in hand and
deposits held at call with banks and other short-term highly liquid investments (with original maturities of
3 months or less) and are subject to an insignificant risk of changes in value, net of bank overdrafts. In the
statements of financial position, bank overdrafts are included in short-term borrowings.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently
carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption
value is recognised in the statements of profit or loss over the period of the borrowings using the effective
interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the
extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred
until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the
facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over
the period of the facility to which it relates.
General and specific borrowing costs that are directly attributable to the acquisition, construction or production
of qualifying assets are capitalised to the cost of those assets until the assets are substantially ready for their
intended use or sale. Any specific borrowing that remains outstanding after a related qualifying asset is ready
for its intended use or sale will become part of the Group’s general borrowings. All other borrowing costs
are recognised in the statement of profit and loss in the financial year in which they are incurred.
(s) Tax
Taxation 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 is the expected income taxes payable in respect of the taxable profit for
the financial year and is measured using the applicable tax rates. 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 including those arising from business combination.
Deferred tax is not recognised on goodwill and those arising from initial recognition of an asset or liability
which at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit 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 based on the tax rates (and laws) that have been enacted or substantively enacted
at the end of the reporting period and are expected to apply when the related deferred income tax asset
is realised or the deferred income tax liability is settled.
Government grants are recognised at fair value when there is reasonable assurance that the Group will
comply with the conditions attached to them and the grants will be received. Grants are treated as deferred
income and allocated to profit or loss over the useful lives of the related assets or over the period of the
operating expenditure to which the grants are intended to compensate.
Annual Report 2019 PG. 216 – 217
Revenue from contracts with customers is recognised by reference to each distinct performance
obligation promised in the contract with customer when or as the Group and the Company transfer
control of the goods or services promised in a contract and the customer obtains control of the goods
or services. Revenue from contracts with customers is measured at its transaction price, being the
amount of consideration to which the Group and the Company expect to be entitled in exchange for
transferring promised goods or services to a customer, net of any Government Tax applicable at the
FINANCIAL STATEMENTS
prevailing rates. The transaction price is allocated to each distinct good or service promised in the
contract. Depending on the terms of the contract, revenue is recognised when the performance
obligation is satisfied, which may be at a point in time or over time.
The Group’s and the Company’s revenue are derived mainly from its upstream and downstream operations.
In the upstream operations, revenue is from sales of agricultural produce such as crude palm oil (“CPO”),
fresh fruit bunches (“FFB”), palm kernel (“PK”), rubber, beef and sugar. In the downstream operations,
revenue is derived from sales of refined oil related products and provision of freight and tolling services.
Revenue from sales of agricultural produce and refined palm oil related products are recognised net of
7
discount and taxes collected on behalf at the point in time when control of the goods has transferred
to the customer. Depending on the terms of the contract with the customer, control transfers either
upon delivery of the goods to a location specified by the customer and acceptance of the goods by the
customer; or upon delivery of the goods on board vessels or tankers for onward delivery to the customer.
Contracts where control of goods transfer to the customer upon delivery of the goods on board vessels
or tankers are often bundled with freight services. In such contracts, sale of goods and provision of freight
are accounted for as separate performance obligations as the customer can benefit from the sale of
goods and freight services on its own or with the use of other resources. The transaction price is allocated
to each performance obligation based on the stand-alone selling prices of the goods and services.
There is no element of financing present as the Group’s and the Company’s sale of goods are either
on cash terms (immediate payments or advance payments not exceeding 30 days); or on credit terms
of up to 30 days. The Group’s and the Company’s obligations to provide quality claims against off-spec
goods under the Group’s and the Company’s standard contractual terms are recognised as a provision.
Revenue from provision of freight is recognised in the accounting period in which services are rendered.
In cases where customers pay for the bundled contract in advance to the rendering of the freight
services, a deferred income is recognised.
Revenue from the provision of tolling services is recognised in the period in which the manufacturing
activities are performed. There is no element of financing present as the sales is made with credit
terms of up to 30 days.
Specific revenue recognition criteria for other revenue and income earned by the Group and the
Company are as follows:
• Rental income – recognised on a straight-line basis over the lease terms.
• Dividend income – recognised when the right to receive payment is established.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
(v) Leases
The Group and the Company recognise a right-of-use (“ROU”) asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount
of the lease liability adjusted for any lease payments made at or before the commencement date, plus any
initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to
restore the underlying asset or site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement
date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The
estimated useful lives of the right-of-use assets are determined on the same basis as those of property,
plant and equipment as follows:
Leasehold land over the lease period ranging from 20 to 999 years
Buildings 20 to 50 years, or over the lease term, if shorter
Plant and machinery 5 to 40 years, or over the lease term, if shorter
Vehicles, equipment and fixtures 5 years, or over the lease term, if shorter
In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for
certain remeasurement of the lease liability.
The lease liability is initially measured at the present value of future lease payments at the commencement
date, discounted using the Group’s and the Company’s incremental borrowing rates. Lease payments included
in the measurement of the lease liability include fixed payments, any variable lease payments, amount
expected to be payable under a residual value guarantee, and exercise price under an extension option
that the Group and the Company are reasonably certain to exercise. This incremental borrowing rates is
the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of
similar value to the ROU assets in a similar economic environment with similar term, security and conditions.
In determining the lease term, the Group and the Company consider all facts and circumstances that create
an economic incentive to exercise an extension option, or not to exercise a termination option. Extension
options (or periods after termination options) are only included in the lease term if the lease is reasonably
certain to be extended (or not to be terminated).
The Group and the Company reassess the lease term upon the occurrence of a significant event or change
in circumstances that is within the control of the Group and Company and affect whether the Group and
the Company are reasonably certain to exercise an option not previously included in the determination of
lease term, or not to exercise an option previously included in the determination of lease term.
The Group and the Company are also exposed to potential future increases in variable lease payments that
depend on an index or rate, which are not included in the lease liability until they take effect. When
adjustments to lease payments based on an index or rate take effect, the lease liability is remeasured and
adjusted against the ROU assets.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when
there is a change in future lease payments arising from a change in rate, or if the Group or the Company
changes its assessment of whether it will exercise an extension or termination option.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or
loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance
of the liability for each period.
Annual Report 2019 PG. 218 – 219
Lease payments associated with short term leases and leases of low value assets are recognised on a
straight-line basis as an expense in profit or loss. Short term leases are leases with a lease term of 12 months
or less. Low value assets are those assets valued at less than RM20,000 each when purchased new.
The Group presents the lease liabilities as a separate line item in the statement of financial position. Interest
expense on the lease liability is presented within the finance cost in the statement of profit or loss.
FINANCIAL STATEMENTS
The Group as a lessor
As a lessor, the Group and the Company determine at lease inception whether each lease is a finance
lease or an operating lease. To classify each lease, the Group and the Company make an overall assessment
of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the
underlying asset to the lessee. As part of this assessment, the Group and the Company consider certain
indicators such as whether the lease is for the major part of the economic life of the asset.
Operating leases
The Group and the Company classify a lease as an operating lease if the lease does not transfer substantially
all the risks and rewards incidental to ownership of an underlying asset to the lessee.
7
The Group recognises lease payments received under operating lease as lease income on a straight-line
basis over the lease term.
Commodity futures, forward contracts and options are entered into by the Group and the Company to
manage exposure to adverse movements in vegetable oil prices. Certain contracts are entered into and
continue to be held for the purpose of the receipt or delivery of the physical commodity in accordance
with the Group’s and the Company’s expected purchase, sale or usage requirements. Accordingly, such
contracts are deemed not to be financial instruments. Gains or losses arising from these contracts are
deferred and included in the measurement of the purchase or sale transactions only upon the recognition
of the anticipated transactions.
Contracts entered other than for the purpose of the receipt or delivery of physical commodity are treated
as derivatives.
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 whose
existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events
beyond the control of the Group or 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 cannot be recognised because
it cannot be measured reliably. However, contingent liabilities do not include financial guarantee contracts.
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.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
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. They are determined before intragroup balances and intragroup transactions
are eliminated as part of the consolidation process, except to the extent that such intragroup balances and
transactions are between group companies within a single segment. Intragroup transactions which in
substance represent re-allocation of non-current assets from a segment to another segment are also
eliminated. Inter-segment pricing is based on similar terms as those available to external parties.
Fair values shown in the financial statements are categorised into three different levels to increase consistency
and comparability in fair value measurements. The levels of hierarchy are based on the input used to measure
the fair value of an asset or a liability. The hierarchy based on highest to the lowest priority is as follows:
The preparation of financial statements in conforming with MFRS requires 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:
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation
of the recoverable amount of the cash generating units (“CGU”) to which the goodwill is allocated. Estimating
the recoverable amount requires management to make an estimate of the expected future cash flows from
the CGUs and also to choose a suitable discount rate in order to calculate the present value of those cash
flows. The recoverable amounts of the CGUs were determined based on the value in use (“VIU”) calculations.
The VIU is the net present value of the projected future cash flows derived from the CGU discounted at
an appropriate discount rate. Projected cash flows are estimates made based on historical and industry
trends, general market and economic conditions and other available information.
The carrying amount of the Group’s and the Company’s goodwill as at 31 December 2019 were USD517.0
million (RM2,123.3 million based on 31 December 2019 exchange rate) arising from the acquisition of New
Britain Palm Oil Limited (“NBPOL”) and goodwill of RM1,974.8 million arising from the merger exercise of
plantation businesses as disclosed in Note 24(i) to the financial statements. Based on the impairment
assessments, no impairment charge is required. The key assumptions are also disclosed in Note 24(i) to the
financial statements.
Annual Report 2019 PG. 220 – 221
The Group and the Company assessed whether there is any indication that the investments in subsidiaries and
joint ventures are impaired at the end of each reporting period in accordance with the respective accounting
policies. Significant judgement is required in the estimation of the present value of future cash flows generated
by the assets, which involve uncertainties and are significantly affected by assumptions used and judgements
made regarding estimates of future cash flows and discount rates. Changes in assumptions could significantly
affect the results of the Group’s and the Company’s test for impairment of assets.
FINANCIAL STATEMENTS
During the financial year, the Group has reassessed the profitability of its investment in a joint venture,
MYBiomass Sdn Bhd. As a result, of recurring losses for the past years and the Board’s decision to discontinue
the financing in the joint venture, the Group and the Company has recognised an impairment of RM8.2
million and RM11.4 million, respectively in the current financial year.
The Company also recorded impairment of investments in subsidiaries of RM309.5 million during the
financial year. The impairments were mainly attributed to impairment of cost of investments in Sime Darby
Plantation (Liberia) Inc. of RM305.9 million (see Note 21).
(c) Taxation
The Group is subject to income taxes in numerous jurisdictions in which the Group operates. Significant 7
judgement is required in determining the provision for income taxes. There are transactions and
calculations for which the ultimate tax determination is uncertain during the ordinary course of business.
The Group recognises liabilities for tax based on estimates of assessment of the tax liability due. The
Group also recognised certain tax recoverable for which the Group believes that there is reasonable
basis for recognition. Where the final tax outcome of these matters is different from the amounts that
were initially recorded, such differences will impact the income tax and deferred tax provisions and
tax recoverable balance in the financial year in which such determination is made.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be
available against which temporary differences or unutilised tax losses and tax credits (including investment
allowances) can be utilised. This involves judgement regarding future taxable profits of particular entities
within the Group in which the deferred tax asset has been recognised.
During the financial year, the Group has recognised deferred tax assets arising from unutilised tax losses
and other deductible temporary differences as disclosed in Note 26.
There are certain parcels of land use rights where the remaining periods are less than 25 years as at 31
December 2019. The assumption of further extension of the land use rights periods to be granted on those
lands involve judgement on the future decision by the local authority and the explicit terms and conditions
imposed on the land titles. Based on the management’s assessment of the assumed extension of the land
use rights, management is of the view that there is no impairment indicator of the related bearer plants.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
5. REVENUE
The Group and the Company derive the following types of revenue:
GROUP COMPANY
Upstream
– Malaysia 780,944 473,237 539,780 314,989
– Indonesia 865,114 468,596 – –
– Papua New Guinea and
Solomon Islands (“PNG/SI”) 836,398 581,693 – –
Downstream
– Bulk products 5(a)(i) 5,514,435 2,647,541 1,095,600 678,527
– Differentiated products 5(a)(ii) 3,994,753 2,305,006 1,505,966 645,295
Other operations 54,672 28,831 7,007 3,653
(i) Bulk products include basic refined products comprising Refined Bleached Deodorised (“RBD”) palm oil,
palm olein, stearin Palm Fatty Acid Distillate (“PFAD”), crude palm kernel oil which are refined in the
bulk refineries and kernel crushing plants and coconut oils products which are extracted from the copra.
(ii) Differentiated products are further processed from the basic refined products into products catering
to customers’ specific requirements.
Annual Report 2019 PG. 222 – 223
5. REVENUE (CONTINUED)
FINANCIAL STATEMENTS
refined edible oils, rubber, sugar,
beef and other agricultural products 11,741,983 6,392,519 3,140,960 1,638,070
Freight services 297,099 107,697 386 741
Tolling services 7,234 4,688 7,007 3,653
7
(b) Revenue from other sources
GROUP COMPANY
The following table shows the revenue expected to be recognised in the future relating to performance
obligations that were unsatisfied (or partially satisfied) at the end of the financial year/period.
6. OPERATING 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
Note RM’000 RM’000 RM’000 RM’000
(a) Operating expenses include:
Changes in inventories of
finished goods and
work-in-progress (991,470) (695,958) 11,981 (47,766)
Finished goods and
work-in-progress purchased 1,423,964 583,602 – –
Raw materials and
consumables 4,893,392 2,652,275 1,157,723 531,662
Other direct costs of sales 6(b) 1,883,434 1,231,512 508,099 291,818
Employee costs 6(d) 2,301,133 1,270,833 715,160 455,435
Depreciation of:
– property, plant and equipment 6(c) 1,073,555 516,237 255,811 122,987
– right-of-use assets 6(c) 99,830 63,254 5,337 2,627
– investment properties 18 84 40 – –
Amortisation of intangible assets 24 32,544 19,077 7,990 4,741
Other operating expenses 6(e) 934,553 462,598 645,108 314,699
11,651,019 6,103,470 3,307,209 1,676,203
(c) Depreciation
Depreciation for the financial
year/period
– property, plant and equipment 17 1,119,197 533,353 265,005 127,622
– capitalised in immature
bearer plant (45,642) (17,116) (9,194) (4,635)
6(a) 1,073,555 516,237 255,811 122,987
Depreciation for the financial
year/period
– right-of-use assets 20 109,105 64,805 5,797 2,843
– c
apitalised in immature
bearer plant (9,275) (1,551) (460) (216)
6(a) 99,830 63,254 5,337 2,627
Depreciation included in profit
or loss 1,173,385 579,491 261,148 125,614
Annual Report 2019 PG. 224 – 225
FINANCIAL STATEMENTS
Retirement benefits 38 41,805 12,838 7,622 4,262
Termination benefits 3,072 19,566 3,072 12,897
Other employee benefits 251,788 155,535 133,122 71,916
* Fees for non-audit services provided by other firms for the financial year ended 31 December 2019
exclude amount capitalised in intangible asset of RM3.5 million for the Group and the Company.
FINANCIAL STATEMENTS
– cash flow hedge (6,433) (7,966) – –
Fair value losses on commodities future
contracts
– realised (68,836) – (65,499) –
– unrealised (178,701) – (92,785) (3,849)
Foreign currencies exchange losses:
– realised (2,024) (15,627) (318) (32,741)
– unrealised (13,134) (17,114) (7,281) (121,603)
Fair value gains on forward foreign
exchange contracts:
– non-hedging derivatives 1,570 8,838 – 1,112
– cash flow hedge – – 1,211 267
Fair value gains on commodities 7
future contracts – 3,268 – –
Foreign currencies exchange gains:
– realised 31,512 27,092 52,433 1,111
– unrealised 26,990 43,932 12,852 1,765
9. FINANCE INCOME
GROUP COMPANY
Non-executive Directors:
– fees and allowances 4,189 2,153 3,018 1,938
– estimated monetary value of
benefits 237 108 237 108
Executive Director:
– salaries and other emoluments 3,704 2,386 3,704 2,386
– defined contribution pension
plans 290 376 290 376
– estimated monetary value of
benefits 40 29 40 29
Current tax:
In respect of current financial year/
period
FINANCIAL STATEMENTS
– Malaysian income tax 24,022 25,418 3,912 7,389
– foreign income tax 108,586 48,699 – –
Deferred tax
– o
rigination and reversal of
temporary differences 26 (172,735) 72,442 (8,853) 7,028 7
Tax (credit)/expense (23,569) 145,252 5,755 15,970
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
A reconciliation of income tax expense applicable to profit/(loss) before tax at the statutory income tax rate to
income tax expense at the effective income tax rate is as follows:
GROUP COMPANY
(a) The applicable tax rate of the Group is derived from the consolidation of all the Group’s companies’
applicable tax rates based on their respective domestic tax rates. The applicable tax of the Company is the
product of profit before tax multiplied by the domestic tax rate of the Company.
(b) The effective tax rate is lower than the average applicable tax rate of the Group mainly due to the effect
of the change in real property gain tax rate and the recognition of deferred tax asset on the loss on disposal
of cost of investment in PT Mitra Austral Sejahtera (“PT MAS”) suffered by the holding company.
Annual Report 2019 PG. 230 – 231
During the financial year, the Board of Directors has approved the Group’s intention to exit the upstream business
in Liberia, to dispose its investments in the joint ventures, Emery Oleochemical (M) Sdn Bhd and Emery Specialty
Chemicals Sdn Bhd and to cease further investment in its joint venture, MYBiomass Sdn Bhd. The associated
assets and liabilities were consequently presented as held for sale in Note 33 to the financial statements.
On 12 December 2019, Sime Darby Plantation Investment (Liberia) Private Limited, a wholly-owned subsidiary of
the Group entered into a Sale and Purchase Agreement with Mano Palm Oil Industries Limited (“MPOI”) to dispose
off its entire 100% equity interest in Sime Darby Plantation (Liberia) Inc. (“SDP Liberia”) for a total cash consideration
of USD1. The Group will receive from MPOI, an earn-out payment to be determined by the average future crude
FINANCIAL STATEMENTS
palm oil (“CPO”) price and future CPO production of SDP Liberia. The earn-out consideration will be payable
quarterly over a period of eight (8) years, commencing from April 2023. The disposal of SDP Liberia was completed
subsequent to the financial year on 15 January 2020 as disclosed in Note 52(a) to the financial statements.
(a) Analysis of the results and cash flow information of the discontinuing operations are as follows:
GROUP
Financial Financial
year ended period ended
31.12.2019 31.12.2018
Note RM’000 RM’000
13,402 12,326
Total other comprehensive income for the financial year/period 16 2,000 15,557
(a) Analysis of the results and cash flow information of the discontinuing operations are as follows: (continued)
GROUP
Financial Financial
year ended period ended
31.12.2019 31.12.2018
Note RM’000 RM’000
Cash and cash equivalents at end of the financial year/period 1,494 1,794
(b) Significant operating expenses of the discontinuing operations for the financial year/period are as follow:
Financial Financial
year ended period ended
31.12.2019 31.12.2018
Note RM’000 RM’000
Depreciation of:
– property, plant and equipment 19,520 10,394
– right-of-use assets 206 103
Impairment of:
– property, plant and equipment 17 224,467 14,539
– right-of-use assets 20 10,967 –
Liberia’s exit cost 6(e) 20,650 –
Impairment of investment in a joint venture 22(e) 8,176 –
Annual Report 2019 PG. 232 – 233
Financial Financial
year ended period ended
31.12.2019 31.12.2018
FINANCIAL STATEMENTS
RM’000 RM’000
15. DIVIDENDS
Dividends payable and paid in respect of the ordinary shares for the financial year/period are as follows:
GROUP
Financial Financial
year ended period ended
31.12.2019 31.12.2018
RM’000 RM’000
117,038 952,117
A final single tier dividend of 1.0 sen per ordinary share, amounting to RM68.9 million in respect of the financial
year ended 31 December 2019 has been declared on 28 February 2020 and will be paid on 22 May 2020. The
entitlement date for the dividend payment is 12 May 2020.
The final single tier dividend in respect of the financial period ended 31 December 2018 of RM117.0 million was
paid in cash on 21 May 2019.
The final single tier dividend and special final single tier dividend in respect of the financial year ended 30 June
2018 (“FYE June 2018 Final Dividend”) of RM748.1 million was paid on 7 January 2019, RM406.1 million which
was satisfied by the issuance of 83,735,906 new Sime Darby Plantation Berhad shares pursuant to the Company’s
Dividend Reinvestment Plan (“DRP”) and cash of RM342.0 million.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Investments Non-
Hedging at FVOCI Exchange Retained controlling
reserve reserve reserve earnings Total interests Total
GROUP Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Total other comprehensive (loss)/income (25,826) 1,175 100,223 (21,969) 53,603 1,284 54,887
Total other comprehensive (loss)/income (13,492) 850 168,091 1,798 157,247 5,446 162,693
Annual Report 2019 PG. 234 – 235
FINANCIAL STATEMENTS
Net changes in fair value:
– cash flow hedge – (17,688) (17,688)
Tax expenses relating to cash flow hedge – (302) (302)
Items that will not be reclassified subsequently to
profit or loss:
Net changes in fair value:
– investment at FVOCI 25 1,300 – 1,300
At 31 December 2019
Cost 2,707,957 5,219,349 11,653,369 4,280,529 2,222,541 488,870 26,572,615
Accumulated depreciation – (1,789,232) (3,324,455) (2,375,447) (1,726,464) – (9,215,598)
Accumulated impairment losses – (13,892) (1,634) (17,974) (5,706) (3,786) (42,992)
Net book value 2,707,957 3,416,225 8,327,280 1,887,108 490,371 485,084 17,314,025
31 December 2018
Net Book Value
At 1 July 2018 2,758,103 3,089,014 7,378,752 1,849,669 436,552 767,596 16,279,686
Additions – 17,678 494,596 27,146 72,222 219,990 831,632
Disposals (5,262) (5) (3,088) – (295) – (8,650)
Write offs 6(e) – (1,011) (21,640) (3,764) (379) (5,474) (32,268)
Depreciation charge for the financial 6(c),
period 13(b) – (114,807) (227,917) (132,701) (68,322) – (543,747)
Impairment charge for the financial 6(c),
period 13(b) – (646) (15,921) (2,599) (1,342) – (20,508)
Acquisition of a subsidiary 43(a) – 13,624 201,287 26,793 2,410 – 244,114
Reclassification – 98,830 – 108,615 34,475 (241,920) –
Exchange differences 7,022 55,764 109,742 61,997 9,853 9,436 253,814
At 31 December 2018 2,759,863 3,158,441 7,915,811 1,935,156 485,174 749,628 17,004,073
At 31 December 2018
Cost 2,759,863 4,780,771 11,250,462 4,061,486 2,201,542 768,787 25,822,911
Accumulated depreciation – (1,565,903) (3,038,299) (1,977,062) (1,708,472) – (8,289,736)
Accumulated impairment losses – (56,427) (296,352) (149,268) (7,896) (19,159) (529,102)
Net book value 2,759,863 3,158,441 7,915,811 1,935,156 485,174 749,628 17,004,073
Included in depreciation charge for the financial year are depreciation charged for continuing and discontinuing operations of RM1,119.2 million (2018:
RM533.4 million) and RM19.5 million (2018: RM10.4 million) respectively while included in impairment charge for the financial year are impairment
charged for continuing and discontinuing operations of RM2.5 million (2018: RM6.0 million) and RM224.5 million (2018: RM14.5 million) respectively.
Included in additions of the Group’s property, plant and equipment (“PPE”) during the financial year are depreciation charged for PPE of RM45.6
million (2018: RM17.1 million) and depreciation charged for right-of-use assets of RM9.3 million (2018: RM1.6 million) capitalised in immature bearer
plants, borrowing costs capitalised in capital work-in-progress of RM25.3 million (2018: RM0.9 million) and borrowing costs capitalised in immature
bearer plants of RM88.0 million (2018: RM16.5 million). The finance cost is capitalised at an average capitalisation rate of 3.65% (2018: 3.18%).
Annual Report 2019 PG. 236 – 237
FINANCIAL STATEMENTS
Intra group acquisition – – – – 27 – 27
Disposals (4,642) – – – – – (4,642)
Intra group disposal – (408) – (3,296) (4,387) – (8,091)
Write offs 6(e) – (4) (9,019) – (12) (475) (9,510)
Depreciation charge for the financial year 6(c) – (59,681) (100,513) (67,331) (37,480) – (265,005)
Transfer to non-current assets
held for sale 33 (55,700) (285) (12,879) (102) – – (68,966)
Reclassification – 21,510 – 40,415 16,994 (78,919) –
At 31 December 2019 4,041,763 982,501 2,385,412 321,044 115,918 68,257 7,914,895
At 31 December 2019
Cost 4,041,763 1,468,577 3,076,086 902,206 421,274 68,257 9,978,163
Accumulated depreciation – (486,076) (690,674) (577,714) (305,356) – (2,059,820) 7
Accumulated impairment losses – – – (3,448) – – (3,448)
Net book value 4,041,763 982,501 2,385,412 321,044 115,918 68,257 7,914,895
31 December 2018
Net Book Value
At 1 July 2018 4,106,922 1,014,037 2,101,439 353,211 111,020 65,592 7,752,221
Additions – 3,258 160,411 5,872 21,771 35,095 226,407
Intra group acquisition – 9,875 – 561 49 – 10,485
Disposals (4,817) – – – – – (4,817)
Intra group disposal – (152) – (694) (3,303) – (4,149)
Write offs 6(e) – (191) (10,276) (1,547) (11) (216) (12,241)
Depreciation charge for the financial
period 6(c) – (29,091) (45,669) (34,334) (18,528) – (127,622)
Impairment charge for the financial
period 6(e) – – – (1,296) – – (1,296)
Reclassification – 15,977 – 20,382 5,631 (41,990) –
At 31 December 2018 4,102,105 1,013,713 2,205,905 342,155 116,629 58,481 7,838,988
At 31 December 2018
Cost 4,102,105 1,441,879 2,834,184 864,440 400,630 58,481 9,701,719
Accumulated depreciation – (428,166) (628,279) (518,837) (284,001) – (1,859,283)
Accumulated impairment losses – – – (3,448) – – (3,448)
Net book value 4,102,105 1,013,713 2,205,905 342,155 116,629 58,481 7,838,988
Included in additions of the Company’s property, plant and equipment (“PPE”) during the financial year are depreciation charged for PPE of RM9.2
million (2018: RM4.6 million) and depreciation charged for right-of-use assets of RM0.5 million (2018: RM0.2 million) capitalised in immature bearer
plants, borrowing costs capitalised in capital work-in-progress of RM1.4 million (2018: RM0.8 million) and borrowing costs capitalised in immature
bearer plants of RM26.1 million (2018: RM10.0 million). The finance cost is capitalised at an average capitalisation rate of 3.38% (2018: 3.56%).
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Mature Immature
Total
Rubber Growing Rubber bearer
Oil palm trees canes Total Oil palm trees Total plants
GROUP RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2019
Net Book Value:
At 1 January 2019 5,230,084 44,016 223 5,274,323 2,455,313 186,175 2,641,488 7,915,811
Additions – – – – 980,978 46,983 1,027,961 1,027,961
Disposals (219) – – (219) (433) – (433) (652)
Write offs (23,186) (331) – (23,517) (260) – (260) (23,777)
Depreciation charge for
the financial year (455,697) (2,565) 1,472 (456,790) – – – (456,790)
Impairment charge for
the financial year (145,693) – – (145,693) (235) – (235) (145,928)
Transfer to non-current
assets held for sale (16,507) – 9 (16,498) (7,178) – (7,178) (23,676)
Reclassification 874,302 3,410 – 877,712 (874,302) (3,410) (877,712) –
Exchange differences 9,734 – (27) 9,707 24,624 – 24,624 34,331
At 31 December 2019 5,472,818 44,530 1,677 5,519,025 2,578,507 229,748 2,808,255 8,327,280
At 31 December 2019
Cost 8,687,151 58,415 97,914 8,843,480 2,580,141 229,748 2,809,889 11,653,369
Accumulated depreciation (3,214,333) (13,885) (96,237) (3,324,455) – – – (3,324,455)
Accumulated impairment
losses – – – – (1,634) – (1,634) (1,634)
Net book value 5,472,818 44,530 1,677 5,519,025 2,578,507 229,748 2,808,255 8,327,280
31 December 2018
Net Book Value:
At 1 July 2018 5,093,766 38,895 8,759 5,141,420 2,073,402 163,930 2,237,332 7,378,752
Additions 353 – – 353 465,523 28,720 494,243 494,596
Disposals (3,088) – – (3,088) – – – (3,088)
Write offs (19,203) (211) – (19,414) (2,226) – (2,226) (21,640)
Depreciation charge for
the financial period (217,292) (1,263) (9,362) (227,917) – – – (227,917)
Impairment charge for
the financial period (14,582) – – (14,582) (1,339) – (1,339) (15,921)
Acquisition of a subsidiary – – – – 201,287 – 201,287 201,287
Reclassification 295,435 6,595 – 302,030 (295,435) (6,595) (302,030) –
Exchange differences 94,695 – 826 95,521 14,101 120 14,221 109,742
At 31 December 2018 5,230,084 44,016 223 5,274,323 2,455,313 186,175 2,641,488 7,915,811
At 31 December 2018
Cost 8,444,690 56,049 98,233 8,598,972 2,462,395 189,095 2,651,490 11,250,462
Accumulated depreciation (2,928,256) (12,033) (98,010) (3,038,299) – – – (3,038,299)
Accumulated impairment
losses (286,350) – – (286,350) (7,082) (2,920) (10,002) (296,352)
Net book value 5,230,084 44,016 223 5,274,323 2,455,313 186,175 2,641,488 7,915,811
Annual Report 2019 PG. 238 – 239
Mature Immature
Rubber Rubber Total bearer
Oil palm trees Total Oil palm trees Total plants
COMPANY RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2019
FINANCIAL STATEMENTS
Net Book Value:
At 1 January 2019 1,399,378 44,016 1,443,394 610,757 151,754 762,511 2,205,905
Additions – – – 267,279 34,639 301,918 301,918
Write offs (8,443) (316) (8,759) (260) – (260) (9,019)
Depreciation charge for the financial
year (97,948) (2,565) (100,513) – – – (100,513)
Transfer to non-current assets held
for sale (10,720) – (10,720) (2,159) – (2,159) (12,879)
Reclassification 298,909 3,410 302,319 (298,909) (3,410) (302,319) –
At 31 December 2019
7
Cost 2,257,966 58,429 2,316,395 576,708 182,983 759,691 3,076,086
Accumulated depreciation (676,790) (13,884) (690,674) – – – (690,674)
Net book value 1,581,176 44,545 1,625,721 576,708 182,983 759,691 2,385,412
31 December 2018
Net Book Value:
At 1 July 2018 1,358,304 38,895 1,397,199 568,045 136,195 704,240 2,101,439
Additions – – – 138,257 22,154 160,411 160,411
Write offs (7,839) (211) (8,050) (2,226) – (2,226) (10,276)
Depreciation charge for the financial
period (44,406) (1,263) (45,669) – – – (45,669)
Reclassification 93,319 6,595 99,914 (93,319) (6,595) (99,914) –
At 31 December 2018
Cost 2,015,624 56,049 2,071,673 610,757 151,754 762,511 2,834,184
Accumulated depreciation (616,246) (12,033) (628,279) – – – (628,279)
Net book value 1,399,378 44,016 1,443,394 610,757 151,754 762,511 2,205,905
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
In January 2013, the Company entered into a notional sale and leaseback of certain of its plantation land
and bearer plants with Sime Darby Plantation Global Berhad (fka Sime Darby Global Berhad) (“SDP Global”),
a special purpose vehicle established by Sime Darby Berhad (“SDB”), the former immediate holding company.
This sale and leaseback arrangement is solely to facilitate the issuance of Islamic Trust Certificates (“Sukuk”)
by SDP Global and it does not represent a collateralisation nor involve a transfer of registered land title.
On 23 May 2017, the Company acquired the entire equity interest of SDP Global.
The carrying amount of the assets used as underlying Sukuk assets amounted to RM253 million (2018:
RM265 million), comprised of property, plant and equipment of RM240 million (2018: RM252 million) and
right-of-use assets of RM13 million (2018: RM13 million).
Pursuant to the disposal of SDP Liberia, an impairment of property, plant and equipment of RM224.5 million
has been recognised in the profit or loss for the current financial year within discontinuing operations as
disclosed in Note 13(b). The carrying cost of SDP Liberia’s property, plant and equipment impaired, accumulated
depreciation and accumulated impairment losses of RM655.9 million, RM89.3 million and RM566.6 million
have been reclassified to non-current assets held for sale.
In the previous financial period, the recoverable amount of the Group’s PPE in Liberia that comprise of the oil
palm estates and oil palm mill valued by management with assistance of CBRE CH Williams Sdn Bhd (“CBRE”),
an independent valuer based on the higher of fair value less costs of disposal (“FVLCTS”) and value-in-use (“VIU”)
using the comprehensive valuation model performed for financial year ended 30 June 2018 by CBRE.
The updated valuation, as approved by the Directors in the previous financial period resulted in an impairment
loss on PPE in Liberia of RM14.5 million recorded as the carrying amount of the PPE exceeded its FVLCTS
of RM242.8 million. Estimate of fair values on the PPE as determined by CBRE were based on the income
approach and are within Level 3 of the fair value hierarchy. The sensitivity analysis of each of these assumptions
with all other variables being held constant are as follows:
Additional impairment
Sensitivity analysis: (RM’million)
(i) CPO and PKO price decrease by 10% 97.5
(ii) FFB yields decrease by 1 MT per hectare 30.0
(iii) Average costs increased by 10% 18.7
(iv) Discount rate increased by 200 basis points 26.2
Annual Report 2019 PG. 240 – 241
FINANCIAL STATEMENTS
Accumulated depreciation
At 1 January 2019 – 611 611
Charge for the financial year 6(a) – 84 84
Transfer to non-current assets held for sale 33 – (317) (317)
Exchange differences – 49 49
At 31 December 2019 – 427 427
31 December 2018
Cost
Cost At 1 July 2018 14,234 1,345 15,579
Exchange differences 485 61 546
At 31 December 2018 14,719 1,406 16,125
Accumulated depreciation
At 1 July 2018 – 546 546
Charge for the financial period 6(a) – 40 40
Exchange differences – 25 25
At 31 December 2018 – 611 611
The aggregate direct operating expenses arising from investment properties that did not generate rental income
which were recognised during the financial year amounted to RM91,141 (2018: RM48,990) respectively.
The fair value of investment properties is RM11.6 million (2018: RM24.2 million) based on the valuation performed
by external professional firms of surveyors and valuers. The valuation was performed using the comparable
method based on current prices of comparable properties in an active market for all properties within Level 2
of the fair value hierarchy. Level 2 is based on the inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
The latest external valuation was carried out as at 31 December 2019.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
31 December 2019
At 1 January 2019 33,335 96,888 48,560 178,783
Transfers to produce stocks (33,366) (98,172) (49,203) (180,741)
Fair value changes 63,018 59,043 71,745 193,806
Exchange differences (89) (630) (2,365) (3,084)
31 December 2018
At 1 July 2018 66,056 40,889 45,297 152,242
Transfers to produce stocks (66,167) (42,319) – (108,486)
Fair value changes 34,029 95,925 1,471 131,425
Exchange differences (583) 2,393 1,792 3,602
Total
COMPANY RM’000
Oil Palm
31 December 2019
At 1 January 2019 19,007
Transfers to produce stocks (19,007)
Fair value changes 27,767
31 December 2018
At 1 July 2018 36,152
Transfers to produce stocks (36,152)
Fair value changes 19,007
The Group’s and the Company’s biological assets were fair valued within Level 3 of the fair value hierarchy with
the exception of livestock which are on Level 2 basis (inputs are observable indirectly). Fair value assessments
have been completed consistently using the same valuation techniques.
There were no transfers between Level 2 and Level 3 of the fair value hierarchy during the financial year/period.
Annual Report 2019 PG. 242 – 243
GROUP COMPANY
Current
Due not later than one year 188,764 178,783 27,767 19,007
FINANCIAL STATEMENTS
The biological assets of the Group and the Company comprise of:
Oil palm represents the fresh fruit bunches (“FFB”) of up to 2 weeks prior to harvest for use in the Group’s
and the Company’s palm product operations. During the financial year, the Group and the Company
harvested approximately 9,579,000 metric tonnes (“MT”) of FFB (2018: 5,576,000 MT) and 3,610,557 MT of
FFB (2018: 1,995,000 MT) respectively. The quantity of unharvested FFB of the Group and of the Company
as at 31 December 2019 included in the fair valuation of FFB was 291,652 MT (2018: 370,299 MT) and 87,373
MT (2018: 142,976 MT) respectively.
The Group and the Company attribute a fair value on the FFB prior to harvest at each statement of financial
position date as required under MFRS 141 “Agriculture”. FFB are produce of oil palm trees and are harvested 7
continuously throughout the financial year to be used in the production of crude palm oil (“CPO”). Each
FFB takes approximately 22 weeks from pollination to reach maximum oil content to be ready for harvesting.
The value of each FFB at each point of the FFB production cycle will vary based on the cumulative oil
content in each fruit.
In determining the fair values of FFB, management has considered the oil content of all unripe FFB from
the week after pollination to the week prior to harvest. As the oil content accrues exponentially in the 2
weeks prior to harvest, the FFB prior to 2 weeks before harvesting are excluded in the valuation as the
increase in fair values are considered negligible.
The valuation model adopted by the Group and the Company is a discounted cash flow model which
includes all cash inflows, cash outflows and imputed contributory asset charges where no actual cash flows
associated with the use of assets essential to the agricultural activity are accounted for. The net present
value of cash flows is then determined with reference to the market value of CPO at the reporting date,
adjusted for freight, extraction rates, production, transportation, contributory asset charges and other cost
to sell at the point of harvest. Changes to the assumed tonnage included in the valuation will have a direct
effect on the reported valuation.
If the Group’s and the Company’s FFB tonnage changes by 10% (2018: 10%) and 10% (2018: 10%) respectively,
the impact of fair value of FFB would be as follows:
31.12.2019 31.12.2018
RM’000 RM’000
GROUP
FFB tonnage increase by 10% (2018: 10%) 10,861 7,389
FFB tonnage decrease by 10% (2018: 10%) (10,861) (7,389)
COMPANY
FFB tonnage increase by 10% (2018: 10%) 3,020 2,169
FFB tonnage decrease by 10% (2018: 10%) (3,020) (2,169)
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Growing canes represent the standing canes prior to harvest whereby the values are dependent on the
age, sucrose content and condition as at the statement of financial position date. During the financial year,
the Group harvested approximately 165,680 MT (2018: 184,916 MT) of canes. The estimated quantity of
unharvested canes as at 31 December 2019 included in the fair valuation of growing canes of the Group
was 258,040 MT (2018: 319,315 MT).
The determination of fair value for the Group’s growing canes requires estimates to be made of the
anticipated canes harvest, its age and condition at the statements of financial position date, the sucrose
content to be extracted and sugar prices. The anticipated canes harvest is based on management’s historical
records, current planting statistics and production forecast. Fair value of the harvested canes is based on
the accepted industry benchmark of allocating the fair value of sugar production between the fair value
attributable to the canes grower and the value attributable to the miller. The fair value of the growing
canes at the statement of financial position date is based on the estimated fair value of the growing canes
less further costs to be incurred in growing and harvesting the canes up to the point of harvest and
contributory asset charges.
If the estimated harvest volume of canes increased or decreased by 10% (2018: 6%), fair value changes in
growing canes would have increased or decreased by approximately RM8.3 million (2018: RM2.0 million)
accordingly.
(iii) Livestock
Livestock comprise the cattle livestock included within the Group’s beef production operations. Cattle
livestock are generally fed for 120 days prior to use for beef production. During the financial year, the Group
produced 1,957.5 tonnes (2018: 982.2 tonnes) of beef. The number of cattle as at 31 December 2019 included
in the fair values of livestock was 24,625 heads (2018: 23,527 heads).
The fair value of livestock is based on the Group’s assessment of age, average weights and market values
of the livestock at the statement of financial position date. If the average weight per cattle increases or
decreases by 1% (2018: 1%), fair value changes in livestock would have increased or decreased by approximately
RM0.7 million (2018: RM0.5 million) respectively.
Annual Report 2019 PG. 244 – 245
31 December 2019
Net Book Value:
At 1 January 2019 2,152,669 40,626 39,726 6,191 2,239,212
Additions 11,178 24,789 5,420 1,228 42,615
FINANCIAL STATEMENTS
Write-downs 6(e) – (1,181) – (790) (1,971)
Depreciation charge for the
financial year (71,181) (17,984) (17,058) (3,088) (109,311)
Impairment charge for the
financial year (30,393) (20) – – (30,413)
Exchange differences 5,093 1,117 (846) 44 5,408
At 31 December 2019:
Cost 3,294,170 74,366 56,235 9,142 3,433,913
Accumulated depreciation (1,207,065) (26,999) (28,993) (5,557) (1,268,614)
Accumulated impairment (19,739) (20) – – (19,759) 7
Net book value 2,067,366 47,347 27,242 3,585 2,145,540
31 December 2018
Net Book Value:
At 1 July 2018 2,081,102 43,101 45,608 7,801 2,177,612
Additions 3,556 4,883 – – 8,439
Disposal (51) – – (188) (239)
Depreciation charge for the
financial period (50,398) (7,570) (5,512) (1,428) (64,908)
Acquisition of a subsidiary 43(a) 82,037 225 – – 82,262
Exchange differences 36,423 (13) (370) 6 36,046
At 31 December 2018:
Cost 3,293,025 49,845 51,766 8,638 3,403,274
Accumulated depreciation (1,139,855) (9,219) (12,040) (2,447) (1,163,561)
Accumulated impairment (501) – – – (501)
Included in the depreciation charge for the financial year are depreciation charged for continuing and discontinuing
operations of RM109.1 million (2018: RM64.8 million) and RM0.2 million (2018: RM0.1 million) respectively while
included in impairment charge for the financial year are impairment charged for continuing and discontinuing
operations of RM19.4 million (2018: nil) and RM11.0 million (2018: nil) respectively.
Pursuant to the proposed disposal of SDP Liberia, an impairment of right-of-use assets of RM11.0 million has
been recognised in the profit or loss for the current financial year within discontinuing operations as disclosed
in Note 13(b). The carrying cost of SDP Liberia’s right-of-use assets impaired, accumulated depreciation and
accumulated impairment of RM12.4 million, RM1.4 million and RM11.0 million respectively have been reclassified
to non-current assets held for sale.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
31 December 2019
Net Book Value:
At 1 January 2019 278,191 200 7,388 1,698 287,477
Additions 312 78 – 852 1,242
Disposal – – – (321) (321)
Depreciation charge for the financial
year (3,574) (242) (534) (1,447) (5,797)
At 31 December 2019:
Cost 316,878 428 7,655 2,932 327,893
Accumulated depreciation (41,949) (392) (801) (2,150) (45,292)
31 December 2018
Net Book Value:
At 1 July 2018 279,965 350 7,655 2,401 290,371
Disposal (51) – – – (51)
Depreciation charge for the financial
period (1,723) (150) (267) (703) (2,843)
At 31 December 2018:
Cost 316,566 350 7,655 2,401 326,972
Accumulated depreciation (38,375) (150) (267) (703) (39,495)
During the financial year ended 30 June 2016, a subsidiary of the Company entered into a notional sale
and leaseback of certain of its plantation land and bearer plants with SDB. This sale and leaseback
arrangement is solely to facilitate the issuance of Perpetual Subordinated Sukuk Programme (“Perpetual
Sukuk”) by Sime Darby Berhad (“SDB”). The structure does not represent collateralisation and there was no
transfer of registered land title. On 23 June 2017, the Perpetual Sukuk was novated from SDB to the
Company. The sale and leaseback agreement was similarly novated from SDB to the Company.
The carrying amount of assets used as underlying Perpetual Sukuk assets amounted to RM109 million (2018:
RM111 million).
Annual Report 2019 PG. 246 – 247
21. SUBSIDIARIES
COMPANY
31.12.2019 31.12.2018
RM’000 RM’000
8,032,180 8,381,283
FINANCIAL STATEMENTS
The amounts due from subsidiaries above are deemed as capital contribution to subsidiaries as the repayment
of these amounts are neither fixed nor expected.
COMPANY
31.12.2019 31.12.2018
Note RM’000 RM’000
As set out in Note 13, the Group will dispose its entire 100% equity interest in SDP Liberia for a total cash
consideration of USD1. As a result, an impairment loss of RM305.9 million has been recognised during the
financial year, for the excess of the carrying amount of the cost of investment in SDP Liberia (including the
amount due from SDP Liberia which was deemed as capital contribution to SDP Liberia) over the fair value less
costs of disposal (“FVLCS”), as determined by the expected purchase consideration, less any directly related costs
not yet recognised as expense.
In the previous financial period, the recoverable amount of the investment in SDP Liberia of RM242.8 million
was determined based on FVLCS method (Level 3 of the fair value hierarchy). The fair value was determined by
an independent professional valuer via a simulation based on the valuation model as per the independent
valuation report dated 28 June 2018. The key assumptions and sensitivity analysis for the impairment assessment
are disclosed in Note 17(c) to the financial statements. As a result of the impairment assessment, an impairment
charge on the costs of investments (including the amount due from SDP Liberia which was deemed as capital
contribution to SDP Liberia) of RM49.6 million was recorded in the operating expense in the Company’s statement
of profit or loss for financial period ended 31 December 2018.
A further impairment charge on costs of investment (including the amount due from subsidiaries) of RM86.5
million was recorded in the Company’s statement of profit or loss for the previous financial period relating
mainly to Kumpulan Jelei Sdn Bhd (“Kumpulan Jelei”) of RM78.2 million. The cost of investment in Kumpulan
Jelei was fully impaired as the company had become dormant and did not generate sufficient cash flows.
During the financial year, a reversal of impairment on the amount due from Sime Darby Oils Zwijndrecht Refinery
B.V. (which deemed as capital contribution) of RM94.7 million (2018: reversal of impairment of RM68.6 million)
was recorded in the Company’s statement of profit or loss as a result of a higher recoverable amount. The
recoverable amount was determined based on its value-in-use calculations using cash flow from the approved
financial budgets covering a 5 year period.
The Group’s equity interest in the subsidiaries as at 31 December 2019 and 31 December 2018, their principal
activities and countries of incorporation are shown in Note 51.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The Group’s equity interest in the joint ventures as at 31 December 2019 and 31 December 2018, their respective
principal activities and countries of incorporation are shown in Note 51.
GROUP
Financial Financial
year ended period ended
31.12.2019 31.12.2018
RM’000 RM’000
The Group’s and the Company’s investments in joint ventures are as follows:
GROUP COMPANY
Set out below are the joint ventures of the Group as at 31 December 2019 which, in the opinion of the
Directors, are material to the Group.
Continuing Operations
Rizhao Sime Darby Oils & Fats Co. Ltd. 45.0 China
Discontinuing Operations
Emery Oleochemicals (M) Sdn Bhd 50.0 Malaysia
Emery Specialty Chemicals Sdn Bhd 50.0 Malaysia
The Group’s investments in joint ventures are in private companies and there are no quoted market prices
available for these shares.
There are no contingent liabilities in respect of the Group’s interests in the joint ventures.
Annual Report 2019 PG. 248 – 249
The summarised statements of comprehensive income of the joint ventures are as follows:
Emery Rizhao
Emery Specialty Sime Darby
Oleochemicals Chemicals MYBiomass Oils & Fats
(M) Sdn Bhd Sdn Bhd* Sdn Bhd Total Co. Ltd. Others* Total
FINANCIAL STATEMENTS
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Depreciation and
amortisation (75,747) (13,695) (98) (89,540) – (2,065) (2,065)
Interest income 11,729 78 – 11,807 18 45 63
Interest expense (34,810) (14,420) – (49,230) – (2,599) (2,599)
Profit/(loss) before tax 23,136 (40,892) (1,108) (18,864) (4,320) 12,408 8,088
Tax (expense)/credit (14,234) (23) 65 (14,192) – (608) (608)
The summarised statements of comprehensive income of the joint ventures are as follows: (continued)
Emery Rizhao
Emery Specialty Sime Darby
Oleochemicals Chemicals MYBiomass Oils & Fats
(M) Sdn Bhd Sdn Bhd* Sdn Bhd Total Co. Ltd. Others* Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Depreciation and
amortisation (38,850) (7,985) (54) (46,889) – (1,068) (1,068)
Interest income 6,079 35 – 6,114 9 462 471
Interest expense (20,031) (7,638) – (27,669) (17) (507) (524)
Profit/(loss) before tax 12,689 (28,833) (330) (16,474) (1,913) 3,727 1,814
Tax (expense)/credit (9,568) (17) 65 (9,520) – (261) (261)
Other comprehensive
income/(loss)
– unrealised exchange
differences 9,971 (226) – 9,745 – – –
– actuarial gain on defined
benefit plans 9,679 – – 9,679 – – –
– tax expense relating to
actuarial gain on defined
benefit plans (3,218) – – (3,218) – – –
16,432 (226) – 16,206 – – –
Total comprehensive
income/(loss) for the
financial period 19,553 (29,076) (265) (9,788) (1,913) 3,466 1,553
Total comprehensive
income/(loss) for the
financial period
attributable to owners of:
– the joint venture 19,322 (25,503) (265) (6,446) (1,913) 3,466 1,553
– non-controlling interests 231 (3,573) – (3,342) – – –
The summarised statements of financial position of the joint ventures are as follows:
Emery Rizhao
Emery Specialty Sime Darby
Oleochemicals Chemicals MYBiomass Oils & Fats
(M) Sdn Bhd Sdn Bhd* Sdn Bhd Total Co. Ltd. Others* Total
FINANCIAL STATEMENTS
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2019
Non-current assets 876,216 216,116 190 1,092,522 67,180 106,526 173,706
Current assets
Cash and cash equivalents 110,966 19,798 1,053 131,817 168 2,963 3,131
Other current assets 950,744 49,805 26,190 1,026,739 1,690 60,724 62,414
Non-current liabilities
Financial liabilities
(excluding trade and
7
other payables) (4,369) – – (4,369) – (22,086) (22,086)
Other non-current liabilities – – – – (175) (495) (670)
(4,369) – – (4,369) (175) (22,581) (22,756)
Current liabilities
Financial liabilities
(excluding trade and
other payables) (614,578) (62,890) – (677,468) – (33,578) (33,578)
Other current liabilities (481,146) (351,714) (180) (833,040) (8,748) (121,469) (130,217)
The summarised statements of financial position of the joint ventures are as follows: (continued)
Emery Rizhao
Emery Specialty Sime Darby
Oleochemicals Chemicals MYBiomass Oils & Fats
(M) Sdn Bhd Sdn Bhd* Sdn Bhd Total Co. Ltd. Others* Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2018
Non-current assets 901,951 227,752 297 1,130,000 72,887 117,983 190,870
Current assets
Cash and cash equivalents 168,761 17,100 3,299 189,160 172 3,186 3,358
Other current assets 1,014,017 62,032 24,839 1,100,888 24,252 26,898 51,150
Non-current liability
Financial liabilities
(excluding trade and
other payables) (4,859) – – (4,859) (195) (23,633) (23,828)
Current liabilities
Financial liabilities
(excluding trade and
other payables) (714,784) (81,071) – (795,855) – (35,543) (35,543)
Other current liabilities (501,111) (314,456) (139) (815,706) (31,006) (83,841) (114,847)
Reconciliations of the summarised financial information presented to the carrying amounts of the Group’s
interests in joint ventures are as follows:
Emery Rizhao
Emery Specialty Sime Darby
Oleochemicals Chemicals MYBiomass Oils & Fats
FINANCIAL STATEMENTS
(M) Sdn Bhd Sdn Bhd* Sdn Bhd Total Co. Ltd. Others* Total
Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2019
Net assets
At 1 January 2019 814,662 – 28,296 842,958 66,110 5,050 71,160
Total comprehensive
(loss)/income (26,923) – (1,043) (27,966) (4,320) 11,800 7,480
Exchange differences – – – – (1,675) 240 (1,435)
Group’s effective 7
interest 50.0% 50.0% 30% 30.0% – 50.0% 45% 49.0% – 51.0% 45.0% – 51.0%
Interests in joint
ventures 393,870 – 8,176 402,046 27,052 7,100 34,152
Impairment charge
for the financial
year 13(b) – – (8,176) (8,176) – – –
Transfer to
non-current assets
held for sale 33 (393,870) – – (393,870) – – –
Carrying amount at
end of the
financial year – – – – 27,052 7,100 34,152
* The Group has capped the recognition of its share of losses incurred by Emery Specialty Chemicals Sdn Bhd (“ESC”) in the previous financial
period/years and Guangzhou Keylink Chemicals Co. Ltd. (“Keylink”) in the current financial year as the Group’s interests in ESC and Keylink
had been reduced to zero and the Group does not have any obligations or guarantee of any obligations on behalf of ESC and Keylink. The
Group’s share of losses in ESC and Keylink for the current financial year amounted to RM2.3 million and RM5.7 million, respectively, which
had not been equity accounted for. As at 31 December 2019, the unrecognised amounts of the Group’s share of losses in ESC and Keylink
are RM46.9 million and RM5.7 million (2018: RM44.6 milion and nil), respectively.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Reconciliations of the summarised financial information presented to the carrying amounts of the Group’s
interests in joint ventures are as follows: (continued)
Emery Rizhao
Emery Specialty Sime Darby
Oleochemicals Chemicals MYBiomass Oils & Fats
(M) Sdn Bhd Sdn Bhd* Sdn Bhd Total Co. Ltd. Others* Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2018
Net assets
At 1 July 2018 795,340 – 24,061 819,401 68,712 1,553 70,265
Total comprehensive
income/(loss) 19,322 – (265) 19,057 (1,913) 3,466 1,553
Additional investment in
existing joint ventures – – 4,500 4,500 – – –
Exchange differences – – – – (689) 31 (658)
Group’s effective interest 50.0% 50.0% 30% 30.0% – 50.0% 45% 49.0% – 51.0% 45.0% – 51.0%
Interests in joint ventures 407,331 – 8,489 415,820 29,750 1,235 30,985
23. ASSOCIATES
The Group’s equity interest in the associates as at 31 December 2019 and 31 December 2018, their respective
principal activities and countries of incorporation are shown in Note 51.
Financial Financial
year ended period ended
31.12.2019 31.12.2018
RM’000 RM’000
GROUP COMPANY
Set out below are the associates of the Group as at 31 December 2019, which, in the opinion of the Directors,
are material to the Group:
FINANCIAL STATEMENTS
The Group’s investments in associate companies are in private companies and there are no quoted market
prices available for these shares.
There are no contingent liabilities in respect of the Group’s interests in the associates.
The summarised statements of comprehensive income/(loss) and dividends received from the associates
are as follows:
Muang Mai
Guthrie 7
Public
Company Verdezyne,
Limited Inc. Others Total
RM’000 RM’000 RM’000 RM’000
Dividend received – – – –
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Muang Mai
Guthrie
Public
Company Verdezyne,
Limited Inc. Others Total
RM’000 RM’000 RM’000 RM’000
31 December 2019
Non-current assets 42,201 247,507 53,792 343,500
Current assets
Cash and cash equivalents 947 18,687 8,630 28,264
Other current assets 41,838 5,158 7,387 54,383
Non-current liabilities
Financial liabilities
(excluding trade and other payables) – (189,826) – (189,826)
Other non-current liabilities (1,299) – (20,519) (21,818)
Current liabilities
Other current liabilities (28,869) (81,526) (15,438) (125,833)
31 December 2018
Non-current assets 39,625 250,339 54,101 344,065
Current assets
Cash and cash equivalents 588 18,901 6,530 26,019
Other current assets 44,591 5,217 12,952 62,760
Non-current liabilities
Financial liabilities
(excluding trade and other payables) – (191,998) – (191,998)
Other non-current liabilities (695) – (22,334) (23,029)
Current liabilities
Other current liabilities (25,465) (82,459) (15,774) (123,698)
The above information reflects the amounts presented in the financial statements of the associates adjusted
for differences in accounting policies between the Group and the associates as well as post-acquisition
changes to the fair value adjustments at the acquisition date.
Annual Report 2019 PG. 256 – 257
Reconciliations of the summarised financial information presented to the carrying amounts of the Group’s
interests in associates are as follows:
Muang Mai
Guthrie
Public
Company Verdezyne,
FINANCIAL STATEMENTS
Limited Inc. Others Total
RM’000 RM’000 RM’000 RM’000
31 December 2019
Net assets
At 1 January 2019 58,644 – 35,475 94,119
Total comprehensive loss (1,780) – (4,051) (5,831)
Dividend declared (6,030) – – (6,030)
Exchange differences 3,984 – 2,428 6,412
31 December 2018
Net assets
At 1 July 2018 54,480 – 29,714 84,194
Total comprehensive income 2,516 – 841 3,357
Exchange differences 1,648 – 4,920 6,568
The Group has capped the recognition of its share of losses incurred by Verdezyne, Inc. (“Verdezyne”) in the
previous financial period/years as the Group’s interests in Verdezyne had been reduced to zero and the
Group does not have any obligations or guarantee if any obligations on behalf of Verdezyne.
24. INTANGIBLE ASSETS
Work-in-
progress
capitalised Acquired
Assets Intellectual Agriculture – agriculture brand
usage property Smallholder Customer Computer development development names/
Goodwill rights rights relationships relationships software costs costs trademarks Total
GROUP Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2019
Net book value
At 1 January 2019 2,169,202 824 14,700 560,929 2,592 20,693 76,972 8,816 38,115 2,892,843
Additions – – – – – 2,765 3 3,867 – 6,635
Write-off 6(e) – – – – – (13) – – – (13)
Amortisation 6(a) – (132) (840) (14,977) (724) (7,996) (4,650) – (3,225) (32,544)
Transfer to non-current assets held
for sale 33 (3,113) – – – – (15) – – – (3,128)
Exchange differences (17,113) (1) – (2,301) (191) (1,982) (1,362) – (335) (23,285)
At 31 December 2019 2,148,976 691 13,860 543,651 1,677 13,452 70,963 12,683 34,555 2,840,508
For The Financial Year Ended 31 December 2019
Cost 2,154,499 1,925 16,800 610,924 9,741 172,063 87,668 12,683 69,909 3,136,212
Accumulated amortisation – (1,234) (2,940) (67,273) (8,064) (155,203) (16,705) – (33,036) (284,455)
Accumulated impairment losses (5,523) – – – – (3,408) – – (2,318) (11,249)
Net book value as at
31 December 2019 2,148,976 691 13,860 543,651 1,677 13,452 70,963 12,683 34,555 2,840,508
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
31 December 2018
Net book value
At 1 July 2018 2,102,062 889 15,120 553,533 2,972 24,677 79,257 7,396 38,635 2,824,541
Acquisition of a subsidiary 43 9,054 – – – – – – – – 9,054
Additions – – – – – 2,084 – 1,420 – 3,504
Write-off 6(e) (193) – – – – – – – – (193)
Amortisation 6(a) – (65) (420) (7,464) (693) (6,471) (2,358) – (1,606) (19,077)
Exchange differences 58,279 – – 14,860 313 403 73 – 1,086 75,014
At 31 December 2018 2,169,202 824 14,700 560,929 2,592 20,693 76,972 8,816 38,115 2,892,843
Cost 2,174,725 1,927 16,800 612,786 10,260 169,942 88,050 8,816 70,694 3,154,000
Accumulated amortisation – (1,103) (2,100) (51,857) (7,668) (145,817) (11,078) – (30,255) (249,878)
Accumulated impairment losses (5,523) – – – – (3,432) – – (2,324) (11,279)
Net book value as at
31 December 2018 2,169,202 824 14,700 560,929 2,592 20,693 76,972 8,816 38,115 2,892,843
Included in the additions of the Group’s intangible assets during the financial year is borrowing costs capitalised of RM0.2 million (2018: RM0.1 million).
Annual Report 2019 PG. 258 – 259
31 December 2019
FINANCIAL STATEMENTS
Net book value
At 1 January 2019 1,977,918 14,700 5,486 74,504 8,816 2,081,424
Additions – – 228 – 3,054 3,282
Amortisation 6(a) – (840) (2,901) (4,249) – (7,990)
Transfer to non-current assets
held for sale 33 (3,113) – – – – (3,113)
31 December 2018
Net book value
At 1 July 2018 1,978,111 15,120 7,643 76,629 7,396 2,084,899
Additions – – 39 – 1,420 1,459
Write-off 6(e) (193) – – – – (193)
Amortisation 6(a) – (420) (2,196) (2,125) – (4,741)
Included in the additions of the Company’s intangible assets during the financial year is borrowing costs capitalised of RM0.2 million (2018:
RM0.1 million).
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
(i) Goodwill
The goodwill in the Group’s consolidated statement of financial position represents mainly the excess of
the purchase consideration over the fair value of identifiable assets, liabilities and contingent liabilities
recognised upon the Group’s acquisition of New Britain Palm Oil Limited (“NBPOL”) and its subsidiaries of
USD517.0 million (RM2,123.3 million) during the financial year ended 30 June 2015.
The Group carries out its annual impairment assessment on the goodwill arising from the acquisition of
NBPOL, which for the purposes of impairment testing has been allocated to cash generating units (“CGU”)
within the Group, namely NBPOL CGU and PT Minamas Gemilang and its subsidiaries (“Minamas Group
CGU”) as the Group believes that Minamas Group’s operations will benefit from the additional planting
material synergies arising from the acquisition of NBPOL and will not be impacted from Group’s planned
disposal of Verdant Bioscience Pte Lte, as set out in Note 33 (c)(ii).
The impairment assessment is carried out on goodwill allocated to NBPOL CGU of USD367 million (equivalent
to RM1,507.2 million) (2018: USD367 million (equivalent to RM1,524.5 million)) and Minamas Group CGU of
USD150 million (equivalent to RM616.1 million) (2018: USD150 million (equivalent to RM623.1 million)).
The recoverable amounts of these two CGUs are based on their respective value-in-use calculations which
are derived at using cash flow projections in which the following key assumptions are used:
GROUP
31.12.2019 31.12.2018
NBPOL CGU
Projection period A 37-year cash flow projection, based A 37.5-year cash flow projection, based
on the average remaining lease on the average remaining lease period
period of land in NBPOL of land in NBPOL
FFB yields 24.7 to 30.7 MT per hectare ("ha") 24 to 32 MT per hectare ("ha")
CPO price USD581 to USD944 per MT USD625 to USD947 per MT
Discount rate 10.4% per annum 9.1% per annum
The Group’s impairment assessment of both CGUs as outlined above included a sensitivity analysis on the
key assumptions used. Based on the results of the sensitivity analysis, no reasonable change in the key
assumptions used would result in an impairment charge for current financial year or prior financial period.
Management believes that no impairment charge is required on the goodwill as the recoverable amount
calculated based on value-in-use exceeded the carrying value of the goodwill of NBPOL CGU and Minamas
Group CGU.
Annual Report 2019 PG. 260 – 261
The Company’s goodwill arose from merger exercise of plantation businesses between Sime Darby Berhad,
Golden Hope Plantations Berhad and Kumpulan Guthrie Berhad in the financial year 2008. The acquisition
of the plantation businesses from this merger exercise resulted in a goodwill of RM1,974.8 million.
The Company evaluates the recoverable amounts of the goodwill as one CGU based on its value-in-use
calculations using cash flow from approved financial budgets covering a 5 year period inclusive of the
terminal values.
FINANCIAL STATEMENTS
COMPANY
31.12.2019 31.12.2018
Based on our assessment, no impairment charge is required on the goodwill as the recoverable amounts
exceed the carrying value of the CGUs’ assets and goodwill. The management believes that no reasonable
possible change in any of the key assumptions used would result in the carrying amount of the CGU to
materially exceed the recoverable amounts.
Capitalised agriculture development costs comprise of expenditure incurred relating to the development
of oil palm genomic data and techniques, as well as clonal technology with the objective to increase yields
and profit streams from the Group’s plantation. Once the development enters into commercial production,
the asset will be amortised over its estimated useful life of 5 to 20 years.
The Company acquired intellectual property rights (“IP rights”) on the genome base data from a third party,
Synamatix Sdn Bhd for RM16.8 million. The Company had assessed that the IP rights have a finite life. As a
result, the Company amortised the IP rights on a straight line basis, over the estimated useful life of 20 years.
This mainly consists of fair value of brands in relation to the Group’s beef, sugar and seed production
operations which arose from the acquisition of NBPOL. The brands are initially recognised at fair value and
thereafter amortised on a straight-line basis over the estimated useful life of 20 years.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Non-current
Unquoted shares
At 1 January 2019/1 July 2018 29,294 28,090 25,749 26,588
Net changes in fair value 16 1,175 1,204 1,300 (839)
The unquoted non-current investments at FVOCI of the Group and of the Company were categorised under
Level 3 investment, of which the fair value is determined using a valuation technique with reference made to
quoted market prices for companies with similar business.
The Group and the Company have irrevocably elected non-trading equity securities above at initial recognition
to present its fair value changes in OCI. The Group and the Company consider the classification to be more
relevant as these instruments are strategic investments of the Group and the Company and not held for trading
purposes.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when the deferred taxes relate to the same tax authority.
The following amounts, determined after appropriate offsetting, are shown in the statements of financial position:
GROUP COMPANY
The unutilised tax losses and deductible temporary differences for which no deferred tax assets are recognised
in the consolidated financial statements are as follows:
GROUP
31.12.2019 31.12.2018
RM’000 RM’000
FINANCIAL STATEMENTS
– No expiry period – 21,029
1,522,416 1,254,740
1,542,770 1,275,336
* Included unutilised tax losses related to discontinuing operations of SDP Liberia of RM1,000.1 million (2018:
RM655.1 million).
** Under the Malaysia Finance Act 2018 which was gazetted on 27 December 2018, the Group’s unutilised tax
losses with no expiry period amounting to RM39.3 million as at 31 December 2018 will be imposed with a time 7
limit of utilisation. Any accumulated unutilised tax losses brought forward from year of assessment 2018 can be
carried forward for another 7 consecutive years of assessment (i.e. from year of assessments 2019 to 2025).
Deferred tax assets are not recognised by certain subsidiaries in respect of the above temporary differences as
the Directors are of the view it is not probable that sufficient taxable profits will be available to allow the deferred
tax assets to be utilised.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The components and movements of the deferred tax assets and liabilities during the financial year/period are
as follows:
GROUP COMPANY
FINANCIAL STATEMENTS
– derivatives 33,454 – 23,690 –
– property, plant and equipment 26(a) 386,235 385,825 – –
– others 6,402 11,182 – –
(a) The Ministry of Finance in Indonesia has issued a new regulation on fixed assets revaluation (under Peraturan
Menteri Keuangan No.191/PMK.010/2015) (“PMK 191”) effective from 20 October 2015 as a temporary special
tax treatment to taxpayers. Under the special tax regulation, taxpayers who elect to apply the fixed asset
revaluation are granted a special tax treatment, leading to a reduction in the final tax rate to be applied
on the companies.
Under the special tax regulation, the Group’s Indonesia subsidiaries had elected and submitted their application
for the special tax incentive by performing a tax revaluation on certain assets and paid a final tax for the
revaluation surplus. Subsequent to the approvals of the fixed assets revaluation by the Director General of
Taxation (“DGT”), the Group has recognised deferred tax assets arising from the fixed asset revaluation surplus.
Deferred tax is not recognised on the unremitted earnings of overseas subsidiaries where the Group is able to
control the timing of the remittance and it is probable that there will be no remittance in the foreseeable
future. If these earnings were remitted, tax of RM938 million (2018: RM944 million) would have been payable.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Non-current
Corporate income taxes recoverable 27(a) 177,250 178,832 – –
Value added tax recoverable 27(b) 144,832 100,144 – –
Other taxes recoverable 11,592 11,436 – –
333,674 290,412 – –
Current
Corporate income taxes recoverable 27(a) 149,419 113,435 50,821 93,372
Value added tax recoverable 27(b) 163,197 321,860 – –
Note:
(a) Certain subsidiaries within the Minamas Group have received corporate income tax assessments from the
local tax authorities in Indonesia for various years of assessment. These subsidiaries disagreed with certain
of these assessments and have filed objections, appeals and judicial reviews.
During the financial year, the Group received tax refunds of IDR635 billion (RM187 million) (2018: IDR77
billion (RM22 million)) and paid tax assessments of IDR160 billion (RM47 million) (2018: IDR167 billion (RM48
million)).
(b) During the financial year, the Group has received VAT refund of IDR609 billion (RM180 million) (2018: IDR80
billion (RM23 million)) out of the approved VAT refund of IDR457 billion (RM135 million) (2018: IDR476 billion
(RM136 million)). Subsequently in January 2020, the Group has also received a total VAT refund of IDR47
billion (RM14 million).
The non-current tax recoverable includes additional tax assessments paid and value added taxes, which would
normally take more than a year to resolve with the relevant tax authorities.
Annual Report 2019 PG. 266 – 267
Non-current
Advances for plasma plantation
projects 179,579 138,588 – –
Accumulated impairment losses 49(c)(iii) (23,838) (23,466) – –
FINANCIAL STATEMENTS
155,741 115,122 – –
Current
Trade receivables 1,264,454 1,431,891 181,261 143,621
Other receivables 293,283 122,400 18,599 20,042
Goods and services tax/value added
tax receivable 204,019 267,643 6,326 11,312
Prepayments 144,178 218,166 15,791 17,195
Deposits 16,626 17,385 8,683 8,833
Amounts due from associates 2,425 3,046 778 774
Amounts due from joint ventures 51,881 52,159 40,541 40,858
Interest receivable 29,302 11,499 – –
7
2,006,168 2,124,189 271,979 242,635
Credit terms for trade receivables of the Group and of the Company ranges from 7 to 120 days (2018: 7 to 120
days).
The amounts due from associates and joint ventures are trade in nature, unsecured, interest free and repayable
within 30 days (2018: 30 days).
As at 31 December 2019, no trade and other receivables pledged as security for borrowings (2018: nil).
The Group’s and the Company’s currency exposure profile and concentration of credit risk are disclosed in Note
49(c)(i) and 49(c)(iii).
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
29. INVENTORIES
GROUP COMPANY
Produce inventories:
– palm oil products 429,144 393,759 20,383 36,189
– sugar stocks 5,526 47,020 – –
– rubber 15,769 10,564 14,013 7,784
Trading inventories 6,505 11,422 – –
Raw materials and consumable stores 699,403 764,675 40,711 60,452
Refined inventories:
– work-in-progress 194,560 298,469 52,907 105,182
– finished goods 147,491 155,867 13,032 9,923
The carrying amounts of inventories of the Group of RM24.1 million (2018: RM124.7 million) and the Company
of RM12.5 million (2018: RM29.5 million) are stated at net realisable value.
Non-current
Amount due from a subsidiary
– interest bearing (non-trade) – – 59,768 49,080
Current
Amounts due from subsidiaries
– interest bearing (non-trade) – – 235,485 156,494
– non-interest bearing (non-trade) – – 111,015 135,118
– non-interest bearing (trade) – – 189,825 231,369
– – 536,325 522,981
– – (994,982) (1,000,313)
COMPANY
31.12.2019 31.12.2018
% %
Non-current
Amount due from a subsidiary 2.65 – 4.16 4.27 – 4.45
Amount due to a subsidiary 3.29 3.29
FINANCIAL STATEMENTS
Current
Amounts due from subsidiaries 4.02 – 4.45 4.02 – 4.45
Amounts due to subsidiaries 3.29 3.29
The amounts due (to)/from subsidiaries and related parties are unsecured whilst the non-current amounts are
payable after 12 months and all current amounts are repayable on demand. The amounts due from subsidiaries
and related parties are neither past due nor impaired.
The Group’s and the Company’s currency exposure profile and concentration of credit risk are disclosed in Note
49(c)(i) and 49(c)(iii).
7
31. DERIVATIVES
GROUP
Contract/
notional Fair value
amount Assets Liabilities
RM’000 RM’000 RM’000
31 December 2019
Current
Cash flow hedges:
– forward foreign exchange contracts 395,253 2,584 (405)
– interest rate swap contracts 797,785 232 –
Non-hedging derivatives:
– forward foreign exchange contracts 194,418 3,661 (3,616)
– commodities options and futures contracts 1,215,486 70,260 (238,892)
GROUP
Contract/
notional Fair value
amount Assets Liabilities
RM’000 RM’000 RM’000
31 December 2018
Current
Cash flow hedges:
– forward foreign exchange contracts 94,075 944 (1,375)
– interest rate swap contracts 1,130,407 18,536 –
Non-hedging derivatives:
– forward foreign exchange contracts 783,619 7,333 (2,727)
– commodities options and futures contracts 645,645 31,851 (17,096)
COMPANY
Contract/ Fair
notional value
amount Assets Liabilities
RM’000 RM’000 RM’000
31 December 2019
Current
Cash flow hedges:
– interest rate swap contracts 797,785 232 –
797,785 232 –
Non-hedging derivatives:
– forward foreign exchange contracts 171,724 1,609 (36)
– commodities options and futures contracts 692,202 33,648 (134,161)
COMPANY
Contract/ Fair
notional value
amount Assets Liabilities
RM’000 RM’000 RM’000
31 December 2018
FINANCIAL STATEMENTS
Current
Cash flow hedges:
– interest rate swap contracts 1,130,407 18,536 –
1,130,407 18,536 –
Non-hedging derivatives:
– forward foreign exchange contracts 261 – (1)
– commodities options and futures contracts 326,203 2,324 (8,882)
The interest rate swap contracts require settlement of net interest receivable or payable every 6 months. The
settlement dates coincide with the dates on which interest is payable on the underlying debt and settlement
occurs on a net basis.
These derivatives are entered into to hedge certain risks as described in Note 49(c). Whilst all derivatives entered
into provide economic hedges to the Group, non-hedging derivatives are instruments that do not qualify for
the application of hedge accounting under the specific rules in MFRS 9.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
As at end of the financial year/period, forward foreign exchange contracts have been entered into with the
following notional amounts and maturities:
Within 1 year
31.12.2019 31.12.2018
GROUP RM’000 RM’000
589,671 877,694
Within 1 year
31.12.2019 31.12.2018
COMPANY RM’000 RM’000
171,724 261
Annual Report 2019 PG. 272 – 273
Within 1 year
31.12.2019 31.12.2018
RM’000 RM’000
GROUP
FINANCIAL STATEMENTS
Commodities contracts – buying
– Ringgit Malaysia 233,907 158,399
– United States Dollar 121,561 97,640
1,215,486 645,645
COMPANY
Commodities contracts – buying
– Ringgit Malaysia 230,477 167,107 7
Commodities contracts – selling
– Ringgit Malaysia 461,725 159,096
692,202 326,203
Range of weighted
average rate Notional amount in Notional amount in
per annum (%) original currency Ringgit equivalent
Type of
interest With Without At At At At
rate swap Effective period swap swap 31.12.2019 31.12.2018 31.12.2019 31.12.2018
Range of weighted
average rate per Notional amount in Notional amount in
annum (%) original currency Ringgit equivalent
Type of
interest With Without At At At At
rate swap Effective period swap swap 31.12.2019 31.12.2018 31.12.2019 31.12.2018
The notional amount, fair value and maturity periods of the interest rate swap contracts are as follows:
GROUP/COMPANY
31.12.2019 31.12.2018
RM’000 RM’000
Notional amount
Maturity periods:
– due not later than one year 797,785 1,130,407
The maturity period for deposits with licensed banks of the Group and the Company range from 1 to 90 days
(31 December 2018: 1 to 90 days) and 3 days (31 December 2018: 3 days) respectively.
Bank balances are non-interest bearing deposits held at call with banks.
FINANCIAL STATEMENTS
GROUP COMPANY
(i) On 30 May 2019, 12 parcels of land totalling 1,004 hectares have been approved by the Board of
Directors of the Company for disposal. During the financial year, Sale and Purchase Agreements (“SPA(s)”)
for 8 parcels of land, totalling RM479.1 million have been signed. The condition precedents are expected
to be fulfilled within the next 12 months after the financial year end.
Certain transactions have been completed subsequent to the financial year end as described in Note
52(b).
(ii) On 8 May 2018, the Company accepted the offer to dispose off two plots of freehold land for a total
consideration of RM2.6 million. The sale and purchase agreements for the respective plot of land were
signed on 28 August 2018. The disposal has been completed during the financial year.
(i) On 29 August 2019, the Board of Directors of the Company has authorised the proposed divestment of
its entire 50% equity interest in Emery Oleochemicals (M) Sdn Bhd and Emery Specialty Chemicals Sdn
Bhd. The Group has commenced active discussion with the potential buyer and the disposal of the joint
ventures is expected to be completed within the next 12 months subsequent to the financial year end.
(ii) During the financial year, the Board of Directors has expressed its intention to divest the equity interest
of 30% in a joint venture, MYBiomass Sdn Bhd (“MYBiomass”) as the investment has been in loss
making position in prior financial years. Following a shareholders agreement to cease further investments
in the joint venture as the technology is not feasible to be rolled out by the biofuel refinery, MYBiomass
ceased its operations with effect from 31 December 2019.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The following assets and liabilities have been reclassified as held for sale in relation to the discontinuing
operation as at 31 December 2019:
GROUP
31.12.2019
RM’000
Inventories 13,800
Receivables 709
Bank 1,494
Payables (424)
(ii) On 18 November 2019, the Board of Directors of the Company has authorised its wholly owned subsidiary,
NBPOL to divest the entire 52% equity interest in Verdant Bioscience Pte Ltd. The Group has commenced
active discussion with a potential buyer and the disposal is expected to be completed within the next
12 months subsequent to the financial year end.
(iii) In prior financial period, the Board of Directors approved a proposed divestment of the entire equity
interest in PT Indo Sukses Lestari Makmur (“PT ISLM”), a subsidiary of the Group. Despite of the current
market condition, the Group is actively seeking for potential buyers. The transaction is expected to be
completed within the next 12 months subsequent to the financial year end.
Details of the assets, liabilities and net cashflow arising from the disposal of the subsidiary are as follows:
RM’000
(ii) On 29 November 2018, the Group completed the divestment of the 65% equity interest in Golden
Hope-Nha Be Edible Oils Ltd. (“GHN”), a former subsidiary of the Group for a consideration of RM8.2
million (equivalent to 45.9 billion Vietnamese Dong). As at 31 December 2018, part of the consideration
of RM4.1 million (equivalent to 23.0 billion Vietnamese Dong) was retained in an escrow account which
shall be released after 2 years.
Upon disposal of GHN, the Group received a corporate guarantee from the new shareholder of GHN
FINANCIAL STATEMENTS
primarily on the outstanding trade receivables due from GHN of RM48.2 million (which aged more
than 360 days). As the trade receivables were secured by the corporate guarantee, these receivables
were not provided for.
Details of the assets, liabilities and net cash flow arising from the disposal of the subsidiary are as follows:
RM’000
(e) The movements during the financial year/period relating to net assets held for sale are as follows:
GROUP COMPANY
The final single tier dividend and special final single tier dividend in respect of the financial year ended 30 June
2018 (“FYE June 2018 Final Dividend”) of RM748.1 million was paid on 7 January 2019, RM406.1 million which
was satisfied by the issuance of 83,735,906 new Sime Darby Plantation Berhad shares pursuant to the Company’s
Dividend Reinvestment Plan (“DRP”) and cash of RM342.0 million.
Annual Report 2019 PG. 278 – 279
35. RESERVES
Investments
Hedging Capital at FVOCI Exchange Merger Retained
reserve reserve reserve reserve reserve earnings Total
GROUP Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2019
At 1 January 2019 31,457 9,574 26,419 620,605 (17,696) 11,348,090 12,018,449
Profit for the financial year – – – – – 121,633 121,633
Total other comprehensive
FINANCIAL STATEMENTS
(loss)/income for the
financial year 16 (25,826) – 1,175 86,821 – (10,567) 51,603
Transactions with equity
holders:
– dividends 15 – – – – – (117,038) (117,038)
31 December 2018
At 1 July 2018 44,949 13,361 25,569 449,658 (17,696) 12,050,571 12,566,412 7
Profit for the financial
period – – – – – 299,636 299,636
Total other comprehensive
(loss)/income for the
financial period 16 (13,492) – 850 155,765 – (1,433) 141,690
Transactions with equity
holders:
– dividends 15 – – – – – (952,117) (952,117)
Disposal of a subsidiary – (3,787) – 2,856 – 4,330 3,399
31 December 2019
At 1 January 2019 24,644 18,858 7,925,213 7,968,715
Loss for the financial year – – (385,844) (385,844)
Total other comprehensive income/
(loss) for the financial year 16 1,300 (17,990) – (16,690)
Transactions with equity holders:
– dividends 15 – – (117,038) (117,038)
31 December 2018
At 1 July 2018 25,483 26,030 9,076,534 9,128,047
Loss for the financial period – – (199,204) (199,204)
Total other comprehensive loss for
the financial period 16 (839) (7,172) – (8,011)
Transactions with equity holders:
– dividends 15 – – (952,117) (952,117)
31.12.2019 31.12.2018
RM’000 RM’000
On 23 June 2017, the RM2.2 billion nominal value of Perpetual Subordinated Sukuk (“Perpetual Sukuk”) was
novated by Sime Darby Berhad, the former immediate holding company to the Company. The Perpetual Sukuk
is rated AAIS by the Malaysian Rating Corporation Berhad.
Annual Report 2019 PG. 280 – 281
The Perpetual Sukuk is accounted for as an equity instrument as there is no contractual obligation to redeem
the instrument and pay periodic distribution. The salient features of the Perpetual Sukuk are as follows:
a. Unsecured and is issued under the Islamic principle of Wakalah Bi Al-Istithmar (“Sukuk Wakalah”) where
the Company is to manage a Wakalah portfolio on behalf of the Perpetual Sukuk holders. The Wakalah
portfolio comprises certain assets of the Group (see Note 17(b)(ii)) and investments in commodities in
accordance with the Shariah Principle of Ijarah and Murabahah.
b. Carries an initial fixed periodic distribution rate of 5.65% per annum payable on a semi-annual basis in
FINANCIAL STATEMENTS
arrears. The periodic distribution rate will be reset on 24 March 2026 to the then prevailing 10-year Malaysian
Government Securities (“MGS”) benchmark rate plus 1.75% (“Initial Spread”) and 1.00% (“Step-Up Margin”) at
every 10 year thereafter.
c. No fixed redemption date but the Company has the option to redeem at the end of the tenth year from
the date of issue and on each subsequent semi-annual periodic distribution date.
d. The expected periodic distribution amount may be deferred by the Company to perpetuity as long as no
discretionary dividend distribution or other payment has been declared by the Company in respect of any
of the Company’s ordinary shares.
e. The Company also has the option to redeem the Perpetual Sukuk under the following circumstances:
7
(i) Accounting Event – if the Perpetual Sukuk is or will no longer be recorded as equity as a result of
changes to accounting standards;
(ii) Tax Event – if the Company is or will become obliged to pay additional amount due to changes in
tax laws or regulations;
(iii) Tax Deductibility Event – if distribution made would not be fully deductible for income tax purposes
as a result of changes in tax laws or regulations or changes to official interpretation or pronouncement
that provides for a position with respect to such laws or regulations; and
(iv) Rating Event – if the equity credit is lower than initially assigned to the Perpetual Sukuk as a result of
changes in equity credit criteria, guidelines or methodology of rating agency.
The Perpetual Sukuk holders do not have any voting rights in the Company and rank in priority to holders of
ordinary shares, but subordinated to the claims of present and future creditors of the Company.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The subsidiaries of the Group that have non-controlling interests, which, in the opinion of the Directors, are
material to the Group are as follows:
Proportion of equity
held by owners of
non-controlling interests
(%)
Place of business/
Name of subsidiaries 31.12.2019 31.12.2018 Country of incorporation
There are no significant restrictions on the ability of these subsidiaries to transfer funds to the Group in the
form of cash dividends.
The summarised financial information of the subsidiaries that has non-controlling interests to the Group is based
on amounts before intercompany elimination.
Annual Report 2019 PG. 282 – 283
The summarised statements of comprehensive income and dividends paid by each subsidiary that has non-
controlling interests to the Group are as follows:
Subsidiaries of
Subsidiaries of New Britain Wangsa
PT Minamas Palm Oil Mujur
Gemilang Limited Sdn Bhd Others Total
FINANCIAL STATEMENTS
RM’000 RM’000 RM’000 RM’000 RM’000
Total comprehensive
income/(loss) 294,049 (154,253) 782 64,182 204,760
7
Profit/(loss) allocated to
non-controlling interests 20,898 396 (324) 7,982 28,952
Dividends paid to
non-controlling interests (57,963) – – – (57,963)
Total comprehensive
income 58,828 86,935 2,151 4,176 152,090
Profit/(loss) allocated to
non-controlling interests 9,801 (1,299) 143 (3,019) 5,626
Dividends paid to
non-controlling interests (22,238) – (1,549) (770) (24,557)
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The summarised statements of financial position of each subsidiary that has non-controlling interests to the
Group are as follows:
Subsidiaries of
Subsidiaries of New Britain Wangsa
PT Minamas Palm Oil Mujur
Gemilang Limited Sdn Bhd Others Total
RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2019
Non-current assets 5,955,517 4,814,084 261,864 506,705 11,538,170
Non-controlling interests’
share of net assets 217,382 59,874 61,205 29,890 368,351
31 December 2018
Non-current assets 5,292,599 4,957,135 244,623 365,728 10,860,085
Non-controlling interests’
share of net assets 246,929 65,736 61,529 21,884 396,078
Annual Report 2019 PG. 284 – 285
The summarised statements of cash flows of each subsidiary that has non-controlling interests that are material
to the Group are as follows:
Subsidiaries of
Subsidiaries of New Britain Wangsa
PT Minamas Palm Oil Mujur
Gemilang Limited Sdn Bhd
FINANCIAL STATEMENTS
RM’000 RM’000 RM’000
Cash and cash equivalents at end of the financial period 113,433 88,085 506
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The Group operates unfunded and funded final salary defined benefit plans for its employees in Malaysia,
Thailand and Netherlands, and funded defined benefit plans for its employees in Indonesia.
The employees in Malaysia are covered under collective agreements with the following unions:
Subsidiary companies in Indonesia operate a funded defined benefit scheme for qualified permanent employees
in accordance with Labour Law No. 13 Year 2003.
Subsidiaries in Thailand operate a wholly unfunded defined benefit scheme, in respect of the Statutory Severance
Pay Plan prescribed under Section 118, Chapter 11 of the Labour Protection Act B.E. 2541 (1998).
One of the Group’s subsidiary in Netherlands has a defined benefit scheme for non-active participants only,
managed by Aegon N.V. (“AEGON”). The conditions of the Dutch Pension Act are applicable to the scheme.
The latest actuarial valuations of the plans in Malaysia and Indonesia were carried out on 21 September 2017
and 6 February 2020, respectively.
The movements during the financial year/period in the amounts recognised in the statements of financial position
are as follows:
GROUP COMPANY
Non-current
Current
The amounts recognised on the statements of financial position are determined as follows:
GROUP COMPANY
FINANCIAL STATEMENTS
(260,904) (260,580) – –
Present value of unfunded
obligations 38(a) 535,829 498,173 50,699 50,306
GROUP COMPANY
(a) Changes in the present value of defined benefit (funded and unfunded) obligations
GROUP COMPANY
GROUP
31.12.2019 31.12.2018
RM’000 RM’000
The range of principal assumptions used in respect of the Group’s and the Company’s defined benefit plans
are as follows:
GROUP
31.12.2019 31.12.2018
% %
Expected return on plan assets (per annum) 2.0 – 8.3 1.9 – 8.5
Discount rates (per annum) 1.9 – 8.3 1.9 – 8.3
Expected rate of salary increases (per annum) 1.5 – 6.5 1.5 – 6.5
COMPANY
31.12.2019 31.12.2018
% %
39. BORROWINGS
GROUP COMPANY
Non-current
Unsecured
– term loans 2,709,767 3,032,785 2,466,226 2,814,335
– revolving credits-i 1,601,730 1,495,440 1,601,730 1,495,440
– bonds 459,738 475,405 – –
FINANCIAL STATEMENTS
– multi-currency Sukuk 503,112 508,869 – –
– unamortised deferred financing expenses (18,963) (19,924) (16,118) (17,249)
Current
Secured
– trade facilities 2 – – –
Unsecured
– term loans 957,023 588,106 693,056 532,133
– revolving credits 1,532,518 1,216,233 1,054,556 442,310
During the financial year, a subsidiary did not meet its loan covenant obligations. As a result, RM132.0 million
has been reclassified from non-current to current liabilities as at 31 December 2019. Subsequent to the financial
year end, the subsidiary has received an unconditional waiver from the financial institution.
In December 2019, the Group has completed the refinancing exercise to improve the Group’s loan maturity
profile and liquidity. The Group repaid in full the USD760 million (RM3.2 billion) term loans that were due with
drawdowns of new facilities from three financial institutions and additional short term facilities of RM800 million.
The refinancing exercise in December 2019 is considered an extinguishment of the previous term loans and
correspondingly, the unamortised transaction costs related to the former loans had been charged to profit and
loss and the transactions cost for the new facilities has been capitalised as at 31 December 2019.
GROUP COMPANY
i. RM500 million 5-year unsecured term loan repayable in full 60 months after the first drawdown date
of 26 December 2019.
ii. USD110 million 3-year unsecured term loan repayable over 5 semi-annual instalments starting from the
twelfth month after the first drawdown date of 23 December 2019.
iii. USD260 million 5-year unsecured term loan repayable over 10 semi-annual instalments starting from
the sixth month after the first drawdown date of 20 December 2019.
iv. USD35 million 5-year unsecured term loan repayable in equal quarterly instalments commencing from
the first repayment date of 23 March 2020.
v. USD50 million 3-year unsecured term loan repayable in equal quarterly instalments commencing from
the first repayment date of 23 March 2020.
vi. USD60 million term loan credit facility drawdown on 23 August 2018 repayable commencing from
one month after the first drawndown.
vii. THB432.5 million 10-year unsecured term loan repayable in equal quarterly instalments commencing
from the first repayment date of 1 March 2017.
viii. USD500 million 7-year unsecured multi-currency term loan repayable over eight semi-annual instalments
of 11.125%, commencing 36 months from the first drawdown date of 17 February 2015 and one final
payment of 11% on the final maturity date.
The term loans which have been repaid during the financial year include the following:
i. RM500 million 7-year unsecured term loan repayable over nine semi-annual instalments from 36
months after the first drawdown date of 26 June 2012 was repaid on 26 June 2019.
ii. USD100 million 3-year unsecured term loan repayable in full from 36 months after the first drawdown
date of 22 June 2017 was repaid on 23 December 2019.
iii. USD300 million 3-year unsecured term loan under commodity murabahah financing-i facility repayable
in full from 36 months after the first drawdown date of 22 June 2017 was repaid on 26 December 2019.
i. USD390 million 5 years unsecured term loan under revolving credit-I facility repayable in full from 60
months after the first drawdown date of 19 December 2019.
ii. Facility limit of IDR1 trillion or its equivalent in other currency with availability period within 12 months
from the signing date. The loan agreement has been renewed several times and most recently on 15
January 2019 for the period up to 15 January 2020.
iii. RM350 million mutli-currency revolving credit facility with availability period of up to one year with
annual extension subject to annual review by the bank.
iv. RM190 million multi-currency revolving credit facility with availability period of up to one year with
annual extension subject to annual review by the bank.
v. EUR15 million uncommitted short-term revolving loans facility for period not exceeding 1 month or 3
months with availability period of up to one year with annual extension subject to annual review by
the bank. Outstanding balance as at 31 December 2019 was EUR15 million.
Annual Report 2019 PG. 290 – 291
vi. USD40 million uncommitted short-term revolving loans facility for a period up to one year and
automatically extended for a continuous one year period after each expiry date. Outstanding balance
as at 31 December 2019 was USD40 million.
vii. RM700 million multi-currency revolving credit facility, with first drawdown 16 August 2018. Facility has
a maximum tenure of 5 years.
FINANCIAL STATEMENTS
viii. USD100 million multi-currency revolving time loan facility with first drawdown date 2 July 2018. Tenure
is up to a maximum of 6 month, as may be agreed by the bank from time to time.
ix. USD60 million multi-currency revolving credit facility for advances of 1 week, 1 month, 3 months or 6
months tenor, or any other period agreeable to the bank commencing from the effective date of 12
January 2015. Outstanding balance as at 31 December 2019 was USD38.6 million.
The revolving credit which has been repaid during the financial year include the following:
i. USD360 million 3-year unsecured term loan under revolving credit-i facility repayable at maturity was
repaid on 19 December 2019.
On 18 April 2017, SDB invited eligible sukukholders to tender for its purchase of the outstanding Sukuk (the
“Sukuk Tender Offer”) and to consent to the substitution of the Company in place of SDB in its capacities
as Obligor, Seller and Lessee in respect of both tranches of the Sukuk (hereinafter referred to as “the consent
solicitation”). Pursuant to the Sukuk Tender Offer, SDB has repurchased in part the 2018 Sukuk and 2023
Sukuk in an aggregate principal amount of USD350.4 million and USD277.5 million.
At the meetings of the sukukholders held on 16 May 2017, consents were received for substitution of the
Company to replace SDB. On 23 May 2017, the Company acquired all of the shareholding in SDP Global,
as part of SDB’s corporate restructuring.
On 29 January 2018, the 2018 Sukuk matured and SDP Global paid off the principal amount of USD49.6
million (RM195.6 million) to the sukukholders.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
31 December 2019
Nominal value
At At At Periodic
Tenure 31.12.2018 31.12.2019 31.12.2019 distribution Maturity
Date of issuance (month) RM’000 RM’000 USD’000 (per annum) date
The Sukuk Programme has been accorded ratings of BBB and Baa1 by Fitch Ratings on 1 October 2019
and Moody’s Investors Service on 9 October 2019 respectively.
The N-bonds amounting to EUR100 million shall be repayable at a nominal amount on 12 August 2030.
For other borrowings, the factoring agreement is entered into with maximum limit of EUR75 million with
availability period of up to 12 months from the signing date, and is renewable for the same period of time,
unless the agreement is terminated by one of the parties.
(i) The average annual effective interest rates by currency profile of the borrowings, analysed into their
respective currency profiles are as follows:
GROUP
31.12.2019 31.12.2018
% %
Revolving credits
– Ringgit Malaysia 3.60 – 3.93 4.21 – 4.74
– United States Dollar 2.28 - 3.88 2.00 – 4.00
– European Union Euro 0.50 0.50
Trade facilities
– European Union Euro 0.60 –
Distribution rate
Multi–currency Sukuk
– United States Dollar 3.29 3.29
Annual Report 2019 PG. 292 – 293
(ii) The average annual effective interest rates by currency profile of the borrowings, analysed into their
respective currency profiles are as follows: (continued)
COMPANY
31.12.2019 31.12.2018
% %
FINANCIAL STATEMENTS
Floating interest rates
Term loans
– Ringgit Malaysia 4.51 – 4.55 4.68
– United States Dollar 3.01 – 3.55 3.20 – 3.55
Revolving credits
– Ringgit Malaysia 3.60 – 3.93 4.21 – 4.74
– United States Dollar 2.28 – 3.86 2.69 – 3.25
GROUP COMPANY
The fair values of borrowings approximate their carrying values as the impact of discounting is not
significant. It is estimated based on discounted cash flows using prevailing market rates for borrowings
with similar risk profile and is within Level 2 of the fair value hierarchy.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Non-current
Government grant 207 446 – –
Current
Deferred freight income 13,071 28,536 7 42
The government grants are received in relation to the purchase of property, plant and equipment and right-of-
use leasehold land of certain subsidiaries.
Annual Report 2019 PG. 294 – 295
Significant changes of the deferred freight income during the financial year/period are as follows:
GROUP COMPANY
FINANCIAL STATEMENTS
from previous financial period/year 28,536 19,275 42 36
Current
Trade payables 528,685 710,434 80,695 98,281
Accruals 364,614 294,921 62,003 98,181
Other payables 263,812 301,364 160,612 59,289
Employee related payables 154,204 106,443 59,478 57,905
Interest payable 43,542 45,470 17,023 22,594
Goods and services tax/
value added tax payable 5,145 7,225 – –
Financial guarantee contracts 42(a) 610 688 7,322 27,317
Credit terms for trade payables of the Group and of the Company range from 1 to 90 days (2018: 1 to 90 days).
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The gross financial guarantees provided by the Group and the Company at the end of the financial year/
period are as follows:
GROUP COMPANY
Guarantees in respect of
credit facilities granted to:
– joint ventures 5,717 6,443 5,717 6,443
– subsidiaries – – 874,730 1,167,211
– plasma stakeholders 46,846 45,165 – –
43. ACQUISITIONS
New Britain Palm Oil Limited (“NBPOL”), a wholly-owned subsidiary of the Company, had on 23 August 2018,
completed the acquisition of a 100% equity interest in Markham Farming Company Limited (“MFCL”) for a total
cash consideration of USD55.0 million (equivalent to approximately RM230.0 million), from Markham Agro Pte.
Ltd. (“MAPL”) pursuant to a Share Sale and Purchase Agreement (“SPA”) entered into between NBPOL and MAPL
on 23 August 2018 (“the Acquisition”).
The valuation of material assets (land, building, plant and machinery) of the subsidiary acquired were carried
out by independent professional firms, to arrive at fair value of identifiable assets and liabilities at the date of
acquisition.
As allowed under MFRS 3 “Business Combinations”, the Group had exercised the option to finalise the purchase
price allocation (“PPA”) within 12-month period from acquisition date. As such, on finalisation of the PPA, there
may be changes in the provisional fair values of the net assets acquired and, consequently the residual goodwill.
The provisional goodwill of RM9.1 million arising from the acquisition consists largely the cost of entry into
coconut oil production, synergies and economies of scale expected from combining the oil palm operations of
the Group and the subsidiary acquired.
Annual Report 2019 PG. 296 – 297
(a) The provisional fair value of net identifiable assets including residual goodwill recognised in the financial
statements of the Group are as follows:
GROUP
As at
31.12.2018
Note RM’000
FINANCIAL STATEMENTS
Property, plant and equipment 17 244,114
Right-of-use assets 20 82,262
Trade and other receivables 2,219
Inventories 2,039
Cash and cash equivalents 1,521
Retirement benefits 38(a) (55)
Deferred tax liabilities 26 (68,279)
Trade and other payables (8,666)
Borrowings (34,806)
The Group has completed the PPA during the current financial year, with no changes being made to the
provisional fair value of net assets acquired and the residual goodwill amount arising from the acquisition.
GROUP
As at
31.12.2018
RM’000
The Company is a globally integrated plantation company which is involved in the entire span of the palm oil
value chain, from upstream to downstream activities, research and development (“R&D”), renewables and
agribusiness. The Group is also involved in rubber and sugar cane plantations, coconut crushing as well as beef
cattle industry.
The management of the Group has determined the operating segments based on information reviewed by the
Group’s Plantation Leadership Committee (“PLC”) which consists of the Group Managing Director (“GMD”), Chief
Financial Officer (“CFO”), Managing Director (Sime Darby Oils), Chief Human Resources Officer, Chief Sustainability
Officer, Chief Strategy & Innovation Officer, Group Secretary, Chief Communication Officer, Group General Counsel,
Chief Integrity & Assurance Officer, Chief Risk Officer, Chief Digital Officer, Chief Operations Services and other
key management personnel for the purposes of allocating resources and assessing performance.
Management separately evaluates the performance of the upstream segment by geographical locations. Although
the Upstream Liberia segment does not meet the quantitative threshold as a reportable segment, the segment
remains closely monitored by the PLC. As at 31 December 2019, the Upstream Liberia segment has been classified
as discontinuing operation, in accordance to MFRS 5 “Non-current Assets Held for Sale and Discontinued
Operations” pursuant to the disposal of the subsidiary as disclosed in Note 13.
The downstream segment is evaluated based on the nature of the products and services, specific expertise and
technologies requirement of individual operating units. These operating units have been reported as a single
segment as the disaggregation does not meet the quantitative thresholds for separate disclosures, and may
exceed the practical limit of a reportable segment. The other business activities of the Group are excluded from
the reportable operating segments as they are individually insignificant.
Segments comprise:
Upstream Malaysia developing, cultivating and managing oil palm and rubber plantation estates and
milling of fresh fruit bunches ("FFB") into crude palm oil ("CPO") and palm kernel
("PK"), processing and sales of rubber
Upstream Indonesia developing, cultivating and managing oil palm plantation estates and milling of
FFB into CPO and PK
Upstream Papua New developing, cultivating and managing oil palm and sugar cane plantation estates;
Guinea and Solomon milling of FFB into CPO and PK, processing and sales sugar cane, cocounut oil,
Islands ("PNG/SI") cattle rearing and beef production
Downstream crushing of PK to crude palm kernel oil (“CPKO”) and palm kernel expeller (“PKE”);
production and sales of refined oils and fats (which includes specialty and end-user
oils and fats); production and sales of coconut oils; and production and sales of
biodiesel products and derivatives
Other operations other operations including trading of agricultural products and services, production
and/or sale of oil palm seeds and seedlings, sales of oleochemical products, research
and breeding programmes of oil palm and rubber with special focus on genome
science; and renewables business with a focus on development of green technology
and renewable energy which includes bio-based chemicals, biogas and composting
Note:
(i) FFB, being the oil palm fruits which grow in bunches on oil palm trees, from which CPO and PK are
obtained.
(ii) CPO, which is the oil extracted from the fibrous outer layer (mesocarp) of the oil palm fruit.
Transactions between segments are carried out on agreed terms between both parties. The effects of such
inter-segment transactions are eliminated on consolidation.
44. SEGMENT INFORMATION – GROUP (CONTINUED)
(a) Segment results
Continuing operations
Inter-
Upstream Upstream Upstream Other segment Discontinuing
Malaysia Indonesia PNG/SI Downstream operations elimination Total operations Total
Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Segment results
Operating profit/(loss) 155,246 196,202 (239,075) 283,850 8,009 – 404,232 (325,854) 78,378
Share of results of joint ventures and
associates – – – – 1,654 – 1,654 4,061 5,715
Profit/(loss) before interest and tax 155,246 196,202 (239,075) 283,850 9,663 – 405,886 (321,793) 84,093
Finance income 1,988 6,858 – 3,525 604 – 12,975 – 12,975
Finance costs (127,115) – – (10,099) (30,331) – (167,545) – (167,545)
Profit/(loss) before tax 30,119 203,060 (239,075) 277,276 (20,064) – 251,316 (321,793) (70,477)
Tax credit/(expense) 5,047 2,744 70,362 (27,941) (26,643) – 23,569 – 23,569
Profit/(loss) for the financial year 35,166 205,804 (168,713) 249,335 (46,707) – 274,885 (321,793) (46,908)
plantation projects and joint venture 13(b) 27,501 3,545 2 9,776 19,610 – 60,434 243,610 304,044
Reversal of impairment losses of trade and
other receivables and advances for plasma
plantation projects 7 (3) (2,130) (1,086) (17,206) (14) – (20,439) – (20,439)
Gains on disposals of property, plant and
equipment and non-current assets held
PG. 298 – 299
FINANCIAL STATEMENTS
44. SEGMENT INFORMATION – GROUP (CONTINUED)
(a) Segment results (continued)
Continuing operations
Inter-
Upstream Upstream Upstream Other segment Discontinuing
Malaysia Indonesia PNG/SI Downstream operations elimination Total operations Total
Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Segment results
For The Financial Year Ended 31 December 2019
Operating profit/(loss) 301,367 67,880 56,629 176,270 10,748 – 612,894 (57,494) 555,400
Share of results of joint ventures and
associates – – – – 1,793 – 1,793 1,366 3,159
Profit/(loss) before interest and tax 301,367 67,880 56,629 176,270 12,541 – 614,687 (56,128) 558,559
Finance income 1,790 4,100 46 2,262 275 – 8,473 – 8,473
Finance costs (80,463) (1,349) (4,171) (8,627) (15,375) – (109,985) – (109,985)
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
Profit/(loss) before tax 222,694 70,631 52,504 169,905 (2,559) – 513,175 (56,128) 457,047
Tax expense (44,063) (58,740) (14,550) (26,249) (1,650) – (145,252) – (145,252)
Profit/(loss) for the financial period 178,631 11,891 37,954 143,656 (4,209) – 367,923 (56,128) 311,795
Segment liabilities
Liabilities 660,775 287,839 81,657 878,896 66,951 – 1,976,118 – 1,976,118
Liabilities directly associated with non-current
assets held for sale – 3,507 31,804 – – – 35,311 424 35,735
660,775 291,346 113,461 878,896 66,951 – 2,011,429 424 2,011,853
31 December 2018
Segment assets
Operating assets 9,168,113 4,268,847 8,164,513 4,625,821 263,354 – 26,490,648 287,798 26,778,446
Joint ventures and associates – – – – 72,663 – 72,663 415,820 488,483
Non-current assets held for sale 14 124,587 – 74 – – 124,675 – 124,675
9,168,127 4,393,434 8,164,513 4,625,895 336,017 – 26,687,986 703,618 27,391,604
Segment liabilities
Liabilities 1,294,130 576,159 241,694 395,549 86,178 – 2,593,710 33,167 2,626,877
Annual Report 2019
Capital expenditure 369,792 262,412 141,576 52,321 14,921 – 841,022 2,553 843,575
7
FINANCIAL STATEMENTS
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
(b) Segment assets and liabilities and additions to non-current assets (continued)
Continuing Discontinuing
operations operations Total
RM’000 RM’000 RM’000
1,783,677 – 1,783,677
Reconciliations of segment assets and liabilities to total assets and total liabilities are as follows:
31.12.2019 31.12.2018
RM’000 RM’000
Assets:
Segment total 27,221,338 27,391,604
Tax assets 1,286,384 1,234,698
28,507,722 28,626,302
Liabilities:
Segment total 2,011,853 2,648,010
Tax liabilities 2,702,945 2,742,898
Borrowings 7,744,927 7,296,914
Lease liabilities 187,275 192,555
12,647,000 12,880,377
Annual Report 2019 PG. 302 – 303
Financial Financial
year ended period ended
31.12.2019 31.12.2018
RM’000 RM’000
FINANCIAL STATEMENTS
Europe 2,547,424 1,227,976
India 1,967,517 1,489,702
Indonesia 954,724 447,252
Thailand 1,059,900 544,604
Other countries in South East Asia 107,648 184,178
South Africa 541,545 282,666
Papua New Guinea and Solomon Islands 283,021 245,587
China 545,415 106,163
Other countries (which are individually insignificant) 1,009,864 494,945
12,062,266 6,518,321
Non-current assets, other than financial instruments and tax assets, by location of the Group’s operations 7
are analysed as follows:
31.12.2019 31.12.2018
RM’000 RM’000
22,381,589 22,639,787
Reconciliations of non-current assets, other than financial instruments and tax assets to the total non-current
assets are as follows:
31.12.2019 31.12.2018
RM’000 RM’000
Non-current assets other than financial instruments and tax assets 22,381,589 22,639,787
Investments at FVOCI 30,469 29,294
Deferred tax assets 640,094 508,991
Tax recoverable 333,674 290,412
Receivables 155,741 115,122
23,541,567 23,583,606
The Group’s operations are diverse in terms of the range of products and services it offers and the geographical
coverage. There is no single customer that contributed 10% or more to the Group’s revenue
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
46. COMMITMENTS
(a) Capital commitments
GROUP COMPANY
The Group is committed to develop a total of 53,381 (2018: 56,722) hectares of oil palm plantation for plasma
farmers in Indonesia. A total of 43,558 (2018: 47,004) hectares have been developed of which approximately
37,054 (2018: 37,113) hectares have been transferred/handed over to plasma farmers.
(a) PT Sajang Heulang (“PT SHE”) vs. PT Anzawara Satria (“PT AS”)
On 23 April 2014, PT SHE filed a claim at the District Court of Batulicin against PT AS for the sum of
IDR672.8 billion (equivalent to around RM198.4 million) for damages caused by PT AS in executing the
Supreme Court Decision which ordered PT SHE to surrender 2,000 hectares of land in Desa Bunati forming
part of HGU 35 to PT AS.
On 20 January 2015, the District Court of Batulicin decided in favour of PT SHE and awarded damages in
the sum of IDR69.9 billion (equivalent to around RM20.6 million) to be paid by PT AS, but on appeal on
19 November 2015, the Banjarmasin High Court ruled in favour of PT AS.
On 22 February 2016, PT SHE filed an appeal to the Supreme Court against the decision of the Banjarmasin
High Court but the Supreme Court rejected PT SHE’s appeal. Following that, on 5 March 2018, PT SHE filed
a judicial review against the decision of the Supreme Court. On 9 July 2019, PT SHE received the official
notice of the Supreme Court rejecting PT SHE’s judicial review application.
In February 2018, PT SHE received a copy of a notice from the Provincial Land Office in Kalimantan Selatan
dated 3 January 2018 addressed to the Central Land Office in Jakarta on an application to annul PT SHE’s
HGU 35. PT SHE has filed a written objection to the Central Land Office in Jakarta in respect of the said
application. PT SHE received written notification from BPN that part of PT SHE’s HGU 35 measuring
approximately 1,580 Ha has been annulled. After having further assessed and considered the matter, PT
SHE has since decided not to pursue the matter. Such annulment does not have a material impact on the
Group as substantial impairments have been made in the Group’s financial statements.
Annual Report 2019 PG. 304 – 305
(b) New Britain Palm Oil Limited (“NBPOL”) vs. Masile Incorporated Land Group (“Masile”), Rikau Incorporated
Land Group (“Rikau”) & Meloks Incorporated Land Group (“Meloks”) (collectively, “Defendants”)
NBPOL, a wholly-owned subsidiary of the Company, had on 31 August 2011 initiated 3 separate legal actions
against the Defendants in the National Court of Justice at Waigani, Papua New Guinea (Court). All 3 actions
relate to the same cause of action whereby the Defendants had defaulted in their obligations to surrender
their Special Agricultural Business Leases (SABL) to NBPOL for registration of the sub-leases despite having
FINANCIAL STATEMENTS
received benefits from NBPOL under the sub-lease agreements (SLA). Such benefits received by the Defendants
include rental paid by NBPOL for 3,720 Ha of land under the SABL (Land), royalties for the FFB harvested
from the Land, and 31,250 ordinary shares in NBPOL respectively issued to each of the Defendants.
On 25 June 2018, the Court rendered its decision on NBPOL’s claims against Meloks in NBPOL’s favour. In
its decision, the Court declared the SLA entered into between NBPOL and Meloks to be valid and an order
of specific performance was made against Meloks to deliver the SABL to NBPOL and to do all acts and
things necessary to enable NBPOL to register the SLA entered into between NBPOL and Meloks. On 10
October 2018, Meloks surrendered the SABL to NBPOL. However, in view that Meloks had laminated the
SABL, Meloks had to execute an application for the official copy of the SABL which NBPOL will lodge with
the registrar of titles together with NBPOL’s application for registration of the SLA.
Masile and Rikau were considering whether to continue defending against NBPOL’s claims in view of the 7
Court’s decision on the trial relating to NBPOL’s claims against Meloks or to conclude on the same basis
as Meloks given that the facts, issues and evidences are similar. However, Masile and Rikau have been
unable to come to a decision and therefore NBPOL decided to proceed with trial in respect of the claims
against Rikau and Masile. The matter has been adjourned to a date to be fixed as Masile and Rikau have
engaged a new lawyer.
(c) PT Mulia Agro Persada (“PT MAP”) and PT Palma Sejahtera (“PT PS”) vs. PT Minamas Gemilang (“PT MGG”),
PT Anugerah Sumbermakmur (“PT ASM”) and PT Indotruba Tengah (“PT ITH”)
PT MGG and PT ASM, both indirect wholly-owned subsidiaries of the Company, and PT ITH, a 50%-owned
subsidiary of the SDP Group, are involved in a lawsuit brought by Yayasan Kartika Eka Paksi (YKEP) against
PT MAP, PT PS and others. PT MGG and PT ASM are shareholders of PT ITH, each holding 25% equity
interest. YKEP holds the remaining 50% share in PT ITH.
YKEP sold and transferred its shares in PT ITH to PT MAP in December 2008 but thereafter YKEP filed a
lawsuit to invalidate and nullify the transfer of shares as it is against law and regulations. The purchase of
shares in PT ITH by PT MAP was funded by PT PS. Subsequently, on 31 May 2016, the Supreme Court
decided the Judicial Review (1st Judicial Review Decision) application by Darsono CS (ex-officer of YKEP)
in favour of YKEP. This decision reinforced the earlier District Court decision which had invalidated and
nullified the transfer of the ordinary shares of PT ITH from YKEP to PT MAP.
In that regard, YKEP then filed a petition at the Central Jakarta District Court to execute the 1st Judicial
Review Decision, demanding that (i) the 6,200 ordinary shares in PT ITH be returned to YKEP and
(ii) PT MAP and the former officers of YKEP to pay compensation for damages to YKEP in the amount of
IDR200.0 billion (equivalent to around RM59.0 million). YKEP’s petition was granted under a Warning Letter
(Surat Aanmaning) issued by the Central Jakarta District Court which obligates PT MAP and the former
officers of YKEP to comply with the 1st Judicial Review Decision.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
(c) PT Mulia Agro Persada (“PT MAP”) and PT Palma Sejahtera (“PT PS”) vs. PT Minamas Gemilang (“PT MGG”),
PT Anugerah Sumbermakmur (“PT ASM”) and PT Indotruba Tengah (“PT ITH”) (continued)
In response, the former officers of YKEP (some of them were represented by their heirs) filed a Third Party
Opposition Suit (Gugatan Perlawan) registered under case number 537/PDT.PLW/2017/PN.Jkt.Pst dated 18
October 2017, seeking nullification towards both the Warning Letter (Surat Amaran) issued by the Central
Jakarta District Court and the execution of the 1st Judicial Review Decision, on the basis that (i) the 6,200
ordinary shares in PT ITH are currently owned by YKEP; (ii) YKEP has also received dividends as a shareholder
of PT ITH; and (iii) there are conflicting decisions on the matter of legality of transfer of the 6,200 shares in
PT ITH between (i) the 1st Judicial Review Decision No. 196 PK/Pdt/2016, which nullified such transfer of shares,
and (ii) the Decision of East Jakarta District Court No. 130/Pdt.G/2015/PN.Jkt.tim dated 7 July 2015 (Decision
of East Jakarta District Court), which declared the transfer of 6,200 ordinary shares in PT ITH from YKEP to
PT MAP as legally valid. However, neither YKEP, PT ITH, PT MGG nor PT ASM were included as parties under
the Decision of East Jakarta District Court. On 12 April 2018, the Central Jakarta District Court rejected the
Third Party Opposition Suit (Gugatan Perlawanan) by the former officers of YKEP. The former officers of YKEP
then filed an appeal at the Jakarta High Court against the decision of the Central Jakarta District Court. On
4 March 2019, PT ITH was notified that the former officers’ appeal was rejected by the Jakarta High Court.
Despite the 1st Judicial Review Decision, PT MAP and PT PS still filed a lawsuit at the South Jakarta District
Court seeking compensation from the defendants (and a number of individuals), individually or jointly and
severally, namely PT ITH, PT MGG, PT ASM and YKEP. The compensation sought by PT MAP and PT PS
comprised of: (i) material damages (direct loss) in the amount of IDR247.0 billion (equivalent to around
RM69.4 million) with an interest of 3% per month of the amount of IDR137.2 billion (equivalent to around
RM38.5 million) until the payment is made to PT MAP and PT PS; (ii) fine (dwangsom) in the amount of
IDR250 billion (equivalent to around RM70.2 million); and (iii) immaterial damages (indirect loss) in the
amount of IDR500 billion (equivalent to around RM140.4 million). The potential exposure of PT MGG, PT
ASM and PT ITH could be up to IDR997.0 billion (equivalent to around RM280.0 million), being the total
sum of the above material damages (excluding the 3% interest), fine and immaterial damages claimed by
PT MAP and PT PS from all the 11 defendants, individually or jointly and severally. The term “individually or
jointly and severally” means that one or more defendants can be pursued to pay all amounts demanded.
In other words, PT MAP and PT PS may recover all the damages from any of the defendants regardless of
their individual share of the liability.
To that extent, the South Jakarta District Court and the Jakarta High Court, which previously adjudicated and
examined this case, rejected PT MAP and PT PS’s lawsuit. In response, PT MAP and PT PS filed an appeal to
the Supreme Court which was subsequently rejected. PT MAP and PT PS then filed a judicial review (Jakarta
Selatan Judicial Review) in the Supreme Court against the Supreme Court’s decision. As at the reporting date,
parties are awaiting the official decision of the Jakarta Selatan Judicial Review by the Supreme Court.
Separately, PT PS filed a judicial review in the Supreme Court against the 1st Judicial Review. As at the
reporting date, the matter is still before the Supreme Court.
(d) Chantico Ship Management Ltd (“Chantico”) vs. Sime Darby Oils Zwijndrecht Refinery B.V. (fka Sime Darby
Unimills B.V.) (“SDOZR”)
SDOZR, an indirect wholly-owned subsidiary of the Company, is involved in litigation in respect of a vessel
known as the mv Geraki (fka mv Cap Thanos). This vessel was carrying vegetable oils for 9 different cargo
owners (7 European cargo owners including SDOZR, and 2 Algerian cargo owners). One of the 9 cargo
owners is SDOZR. The percentage of SDOZR’s cargo on board was about 14.4%. The vessel was auctioned
and in April 2011 sold to Chantico. All cargo were eventually discharged in April/May 2013. Beginning in
2012, Chantico started various proceedings against the cargo owners.
Annual Report 2019 PG. 306 – 307
(d) Chantico Ship Management Ltd (“Chantico”) vs. Sime Darby Oils Zwijndrecht Refinery B.V. (fka Sime Darby
Unimills B.V.) (“SDOZR”) (continued)
(i) Proceedings before the Court of Piraeus which started in October 2014 (“Lawsuit 1”)
The claims by Chantico are based on alleged actions in tort (i.e. alleged delay of discharge of cargo)
FINANCIAL STATEMENTS
and the current total amount claimed from all 9 cargo owners, jointly and severally, is EUR6 million
(approximately RM27.6 million). The hearing for Lawsuit 1 concluded on 25 September 2018.
(ii) Proceedings before the Court of Piraeus which started in December 2015 (“Lawsuit 2”)
The claim in these proceedings is based on the alleged damage to the vessel and loss of profit caused
by the alleged actions in tort during transshipment and heating of the cargo. The claim against the
9 cargo owners and the third party, jointly and severally, amounts to EUR9.3 million (approximately
RM42.8 million) and an additional claim was filed against all cargo owners, jointly and severally, of
EUR380,000 (approximately RM1.7 million) for port and anchorage dues. The hearing for Lawsuit 2
concluded on 25 September 2018.
SDOZR is waiting for the court judgement to be rendered on both of the above cases. SDOZR’s Greek 7
lawyer estimates the exposure of SDOZR (and all of the other 8 cargo owners, jointly and severally) at EUR2.1
million (approximately RM9.7 million) for Lawsuit 1 and EUR145,000 (approximately RM0.7 million) for Lawsuit
2, all amounts inclusive of interest. As at this juncture, adequate provision has been made.
(e) Sime Darby Plantation Berhad (“SDP”) v. Pengarah Tanah dan Galian Negeri Melaka, Pentadbir Tanah
Daerah Jasin, Kerajaan Negeri Melaka and GI A Resources Sdn Bhd (“GI A”) (collectively “the Respondents”)
On 29 April 2019, SDP commenced a Judicial Review proceeding in the Melaka High Court against the
Respondents for wrongfully initiating compulsory acquisition of SDP’s land measuring 185.5 acres held under
Lot 7498, GRN 49371, Mukim Merlimau, District Jasin, State of Melaka which forms part of SDP’s Kempas
Estate (“JR”).
SDP is seeking, among others, the orders of certiorari1 and mandamus2 to nullify the compulsory acquisition,
and a declaratory relief that the Land Acquisition Act 1960 cannot be abused to compulsorily acquire land
belonging to SDP for the benefit of a foreign owned company, GI A.
On 23 May 2019, the Melaka High Court granted SDP leave to commence JR, among others, to declare
the compulsory acquisition of its land as wrongful and void.
The High Court has also granted a stay of all further proceedings in the land acquisition. Consequently, the
land shall remain in SDP until final disposal of the JR. On 26 June 2019, GI A filed an appeal against the
High Court’s decision.
Parties negotiated for out of court settlement and are currently finalising the settlement terms. Pending
settlement, all court proceedings have been stayed.
1
Certiorari is an order of court to quash the legal effect of a decision.
2
Mandamus is a command issued by the court asking an authority to perform a public duty imposed
upon it by law.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The immediate and ultimate holding companies of the Company are Permodalan Nasional Berhad (“PNB”) and
Yayasan Pelaburan Bumiputra (“YPB”), which are incorporated in Malaysia.
Transactions entered into for the respective financial year/period under review, with companies in which PNB
and YPB have significant interest, include the sales and purchases of goods and services.
These related party transactions were entered into in the ordinary course of business on negotiated trade terms
and conditions and do not require the approval of shareholders.
In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other
significant related party transactions and balances:
GROUP COMPANY
In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other
significant related party transactions and balances: (continued)
GROUP COMPANY
FINANCIAL STATEMENTS
(c) Transactions with subsidiaries
(continued)
(ii) Research expenses
– S
ime Darby Technology Centre
Sdn Bhd – – 27,745 14,594
– S
ime Darby Plantation
Research Sdn Bhd – – 58,568 33,482
In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other
significant related party transactions and balances: (continued)
GROUP COMPANY
In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other
significant related party transactions and balances: (continued)
PNB and the funds managed by its subsidiary, Amanah Saham Nasional Berhad, together owns 56.49% as
at 31 December 2019 (2018: 55.93%) of the issued share capital of the Company. PNB is an entity controlled
by the Malaysian Government through YPB. The Group considers that, for the purpose of MFRS 124 “Related
Party Disclosures”, the Malaysian Government are in the position to exercise significant influence over it. As
FINANCIAL STATEMENTS
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 into during the financial year/period include the following:
GROUP COMPANY
Apart from the individually significant transactions as disclosed elsewhere in the financial statements, the
Group and the Company have collectively, but not individually, significant transactions with other government-
related entities which include but not limited to the following:
(i) Purchasing of goods and services, including use of public utilities and amenities; and
(ii) Placement of bank deposits with government-related financial institutions
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 the Company’s businesses on negotiated terms.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other
significant related party transactions and balances: (continued)
Financial Financial
year ended period ended
31.12.2019 31.12.2018
RM’000 RM’000
23,755 11,770
Key management personnel comprise all Plantation Leadership Committee (“PLC”) members having authority
and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly.
(f) The outstanding balances with related companies within the PNB Group are shown in Note 30. The
significant outstanding balances with other related parties are as follows:
GROUP COMPANY
All outstanding balances are unsecured and repayable within the normal credit periods.
Annual Report 2019 PG. 312 – 313
Financial
Derivatives Financial assets at Financial
used for assets at amortised assets at
hedging FVTPL cost FVOCI Total
GROUP RM’000 RM’000 RM’000 RM’000 RM’000
FINANCIAL STATEMENTS
31 December 2019
NON-CURRENT ASSETS
Investments at FVOCI – – – 30,469 30,469
Trade and other receivables – – 155,741 – 155,741
CURRENT ASSETS
Trade and other receivables – – 1,585,400 – 1,585,400
Amounts due from related
parties – – 2,158 – 2,158
Derivatives 2,816 73,921 – – 76,737
Bank balances, deposits
and cash – – 431,347 – 431,347 7
Total financial assets 2,816 73,921 2,174,646 30,469 2,281,852
Financial
Derivatives Financial Financial liabilities at
used for liabilities at guarantee amortised
hedging FVTPL contracts cost Total
RM’000 RM’000 RM’000 RM’000 RM’000
NON-CURRENT LIABILITIES
Borrowings – – – 5,255,384 5,255,384
Lease liabilities – – – 162,112 162,112
Other payables – – – 76,774 76,774
Financial guarantee
contracts – – 627 – 627
CURRENT LIABILITIES
Trade and other payables – – 610 1,354,857 1,355,467
Borrowings – – – 2,489,543 2,489,543
Lease liabilities – – – 25,163 25,163
Amounts due to related
parties – – – 6,989 6,989
Derivatives 405 242,508 – – 242,913
Financial
Derivatives Financial assets at Financial
used for assets at amortised assets at
hedging FVTPL cost FVOCI Total
GROUP RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2018
NON-CURRENT ASSETS
Investments at FVOCI – – – 29,294 29,294
Trade and other receivables – – 115,122 – 115,122
CURRENT ASSETS
Trade and other receivables – – 1,584,481 – 1,584,481
Amounts due from related
parties – – 2,171 – 2,171
Derivatives 19,480 39,184 – – 58,664
Bank balances, deposits and
cash – – 491,042 – 491,042
Financial
Derivatives Financial Financial liabilities at
used for liabilities at guarantee amortised
hedging FVTPL contracts cost Total
RM’000 RM’000 RM’000 RM’000 RM’000
NON-CURRENT LIABILITIES
Borrowings – – – 5,492,575 5,492,575
Lease liabilities – – – 165,433 165,433
Other payables – – – 62,664 62,664
Financial guarantee
contracts – – 783 – 783
CURRENT LIABILITIES
Trade and other payables – – 688 1,458,632 1,459,320
Borrowings – – – 1,804,339 1,804,339
Lease liabilities – – – 27,122 27,122
Amounts due to related
parties – – – 61,020 61,020
Dividend payable – – – 748,092 748,092
Derivatives 1,375 19,823 – – 21,198
Financial
Derivatives Financial assets at Financial
used for assets at amortised assets at
hedging FVTPL cost FVOCI Total
COMPANY RM’000 RM’000 RM’000 RM’000 RM’000
FINANCIAL STATEMENTS
31 December 2019
NON-CURRENT ASSETS
Investments at FVOCI – – – 27,049 27,049
Amount due from a
subsidiary – – 59,768 – 59,768
CURRENT ASSETS
Trade and other receivables – – 205,785 – 205,785
Amounts due from
subsidiaries – – 536,325 – 536,325
Amounts due from related
parties – – 3,226 – 3,226 7
Derivatives 232 35,257 – – 35,489
Bank balances, deposits and
cash – – 85,403 – 85,403
Financial
Financial Financial liabilities at
liabilities at guarantee amortised
FVTPL contracts cost Total
RM’000 RM’000 RM’000 RM’000
NON-CURRENT LIABILITIES
Amount due to a subsidiary – – 503,112 503,112
Borrowings – – 4,051,838 4,051,838
Lease liabilities – – 6,954 6,954
Financial guarantee contracts – 58,071 – 58,071
CURRENT LIABILITIES
Trade and other payables – 7,322 379,811 387,133
Borrowings – – 1,747,612 1,747,612
Lease liabilities – – 1,340 1,340
Amounts due to subsidiaries – – 994,982 994,982
Amounts due to related parties – – 6,027 6,027
Derivatives 134,197 – – 134,197
Financial
Derivatives Financial assets at Financial
used for assets at amortised assets at
hedging FVTPL cost FVOCI Total
COMPANY RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2018
NON-CURRENT ASSETS
Investments at FVOCI – – – 25,749 25,749
Amount due from a
subsidiary – – 49,080 – 49,080
CURRENT ASSETS
Trade and other receivables – – 190,334 – 190,334
Amounts due from
subsidiaries – – 522,981 – 522,981
Amounts due from related
parties – – 2,903 – 2,903
Derivatives 18,536 2,324 – – 20,860
Bank balances, deposits and
cash – – 65,693 – 65,693
Financial
Financial Financial liabilities at
liabilities at guarantee amortised
FVTPL contracts cost Total
RM’000 RM’000 RM’000 RM’000
NON-CURRENT LIABILITIES
Amount due to a subsidiary – – 504,707 504,707
Borrowings – – 4,292,526 4,292,526
Lease liabilities – – 7,478 7,478
Financial guarantee
contracts – 139,939 – 139,939
CURRENT LIABILITIES
Trade and other payables – 27,317 336,250 363,567
Borrowings – – 974,443 974,443
Lease liabilities – – 1,919 1,919
Amounts due to subsidiaries – – 1,000,313 1,000,313
Amounts due to related
parties – – 36,826 36,826
Dividend payable – – 748,092 748,092
Derivatives 8,883 – – 8,883
Income, expenses, gains and losses on the financial instruments are as follows:
Derivatives
used for Financial
hedging assets at FVTPL
FINANCIAL STATEMENTS
exchange exchange futures amortised amortised
contracts contracts contracts cost cost Total
GROUP RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Income, expenses, gains and losses on the financial instruments are as follows: (continued)
Derivatives
used for Financial
hedging assets at FVTPL
The Group’s activities expose it to a variety of financial risks, including foreign currency exchange risk, interest
rate risk, credit risk, liquidity risk, cash flow risk and price risk. The Group’s financial risk management
objective is to ensure that the Group creates value for its shareholders. Financial risk management is carried
out through risk reviews, internal control systems, insurance programmes and adherence to the Group’s
financial risk management policies. The Board regularly reviews these risks and approves the policies covering
the management of these risks. The Group uses derivative financial instruments such as foreign exchange
contracts, forward commodities contracts and interest rate swaps to hedge certain exposures.
FINANCIAL STATEMENTS
Whilst all derivatives entered into provide economic hedges to the Group, certain derivatives do not qualify
for the application of hedge accounting under the specific rules in MFRS 9. Changes in the fair value of
these derivatives are recognised in profit or loss, whilst changes in the fair value of those derivatives that
qualify for cash flow hedge accounting are recognised in other comprehensive income.
The Group and the Company are exposed to currency risk as a result of the foreign currency transactions
entered into by the Group and the Company. The Group’s and the Company’s revenue were transacted
in the following currencies:
Other than
Functional functional Total 7
currency currency revenue
GROUP RM’000 RM’000 RM’000
The Group and the Company are exposed to currency risk as a result of the foreign currency transactions
entered into by the Group and the Company. The Group’s and the Company’s revenue were transacted
in the following currencies: (continued)
Other than
Functional functional Total
currency currency revenue
GROUP RM’000 RM’000 RM’000
Other than
Functional functional Total
currency currency revenue
COMPANY RM’000 RM’000 RM’000
Where the transacted currencies differ from the Company’s and subsidiaries’ functional currency, the
Group is exposed to currency translation risk. The risk also extends to purchases denominated in
currency other than the subsidiaries’ functional currency.
Where possible, the Group will apply natural hedge by selling and purchasing in the same currency.
Otherwise, the Group enters into forward foreign exchange contracts to limit its exposure on foreign
FINANCIAL STATEMENTS
currency receivables and payables, and on cash flows generated from anticipated transactions denominated
in foreign currencies. These derivatives are normally contracted through centralised treasury in order
to achieve the benefits of netting within the Group and to manage the cost of hedging effectively.
The Group’s policy on the extent of a foreign currency transaction or balance to be hedged is dependent
on the duration to the settlement date. In terms of forecast transaction, exposure is hedged only if it
is expected to be cost effective.
The Group does not hedge its cash, deposits and borrowings denominated in other than functional
currency.
The Group is also exposed to currency translation risk arising from its net investments in foreign
subsidiaries. The investments in foreign subsidiaries are not hedged due to the long-term nature of
7
those investments, except for the net investments in NBPOL group whereby the foreign currency
borrowings related to the acquisition of the subsidiary of USD1,160.0 million (equivalent to RM4,764.1
million) (2018: USD1,271.3 million (equivalent to RM5,280.8 million)) are designated as a natural hedge
against the net investment. The unrealised foreign currencies exchange gains of RM56.7 million (2018:
unrealised foreign currencies exchange losses of RM145.9 million) in relation to the net investment
hedge was adjusted to other comprehensive income. There was no ineffectiveness to be recorded from
net investment in NBPOL group hedge.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Currency profile of monetary financial assets and financial liabilities are as follows:
Denominated
United European in functional
States Dollar Union Euro Others currencies Total
GROUP RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2019
Investments at FVOCI
– non-current – – – 30,469 30,469
Trade and other receivables
(net)
– non-current – – – 155,741 155,741
– current 192,965 503 165,505 1,226,427 1,585,400
Bank balances, deposits and
cash 61,456 26,512 17,892 325,487 431,347
Amounts due from related
parties – – – 2,158 2,158
Derivatives assets 6,377 101 – 70,259 76,737
Long-term borrowings (4,262,646) – – (992,738) (5,255,384)
Short-term borrowings (1,802,993) – – (686,550) (2,489,543)
Lease liabilities – – (125,444) (61,831) (187,275)
Amounts due to related
parties – – – (6,989) (6,989)
Trade and other payables
– non-current (64,778) – – (12,623) (77,401)
– current (24,087) (2,913) (96,798) (1,231,669) (1,355,467)
Derivatives liabilities (3,851) (171) – (238,891) (242,913)
31 December 2018
Investments at FVOCI
– non-current – – – 29,294 29,294
Trade and other receivables
(net)
– non-current – – – 115,122 115,122
– current 181,475 2,336 84,146 1,316,524 1,584,481
Bank balances, deposits and
cash 12,837 34,698 73,253 370,254 491,042
Amounts due from related
parties – – – 2,171 2,171
Derivatives assets 21,720 220 – 36,724 58,664
Long-term borrowings (4,801,745) – – (690,830) (5,492,575)
Short-term borrowings (1,062,507) – – (741,832) (1,804,339)
Lease liabilities – – (116,611) (75,944) (192,555)
Dividend payables – – – (748,092) (748,092)
Amounts due to related
parties – – – (61,020) (61,020)
Trade and other payables
– non-current – – – (63,447) (63,447)
– current (34,778) (147) (396) (1,423,999) (1,459,320)
Derivatives liabilities (2,417) (117) – (18,664) (21,198)
(5,685,415) 36,990 40,392 (1,953,739) (7,561,772)
Annual Report 2019 PG. 322 – 323
Currency profile of monetary financial assets and financial liabilities are as follows: (continued)
United Denominated
States European in functional
Dollar Union Euro Others currencies Total
COMPANY RM’000 RM’000 RM’000 RM’000 RM’000
FINANCIAL STATEMENTS
31 December 2019
Investments at FVOCI
– non-current – – – 27,049 27,049
Trade and other receivables
(net) 16,727 (14) 191 188,881 205,785
Bank balances, deposits and
cash 9,965 410 – 75,028 85,403
Amounts due from related
parties – – – 3,226 3,226
Amounts due from
subsidiaries
– non-current – – – 59,768 59,768 7
– current 16,743 199,682 28,142 291,758 536,325
Derivatives assets 1,841 – – 33,648 35,489
Long-term borrowings (3,551,838) – – (500,000) (4,051,838)
Short-term borrowings (1,136,612) – – (611,000) (1,747,612)
Lease liabilities – – – (8,294) (8,294)
Amounts due to related
parties – – – (6,027) (6,027)
Amounts due to subsidiaries
– non-current (503,112) – – – (503,112)
– current (31,832) (18,231) (51,899) (893,020) (994,982)
Trade and other payables
– non-current (3,114) (50,693) (4,239) (25) (58,071)
– current (17,725) (5,609) (1,035) (362,764) (387,133)
Derivatives liabilities (33) (3) – (134,161) (134,197)
Currency profile of monetary financial assets and financial liabilities are as follows: (continued)
United Denominated
States European in functional
Dollar Union Euro Others currencies Total
COMPANY RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2018
Investments at FVOCI
– non-current – – – 25,749 25,749
Trade and other receivables
(net) 43,918 – 40,549 105,867 190,334
Bank balances, deposits and
cash 20,447 86 – 45,160 65,693
Amounts due from related
parties – – – 2,903 2,903
Amounts due from
subsidiaries
– non-current – – – 49,080 49,080
– current 1,253 157,347 14,408 349,973 522,981
Derivatives assets 18,536 – – 2,324 20,860
Long-term borrowings (4,292,526) – – – (4,292,526)
Short-term borrowings (524,443) – – (450,000) (974,443)
Lease liabilities – – – (9,397) (9,397)
Amounts due to related
parties – – – (36,826) (36,826)
Amounts due to subsidiaries
– non-current (504,707) – – – (504,707)
– current (27,961) – (66,781) (905,571) (1,000,313)
Dividend payables – – – (748,092) (748,092)
Trade and other payables
– non-current (75,524) (58,262) (6,081) (72) (139,939)
– current (19,703) (5,113) (28,992) (309,759) (363,567)
Derivatives liabilities (1) – – (8,882) (8,883)
The following table illustrates the effects of changes in exchange rate on the translation of foreign
currency monetary items against the functional currency at 31 December 2019 and 31 December 2018,
both before and after taking into account the hedge instruments. If the major currencies strengthened
by the following percentage at the end of the reporting year/period, the Group’s and the Company’s
profit after tax will improve/(decline) by:
FINANCIAL STATEMENTS
Impact on profit after tax
Net
Strengthened monetary Before After
against item Hedged hedge hedge
Major currency RM by RM’000 RM’000 RM’000 RM’000
GROUP
31 December 2019
United States Dollar
– Assets 5% 260,798 215,879 13,040 2,246
– Liabilities 5% (6,158,355) (108,721) (307,918) (302,482)
European Union Euro
– Assets 4% 27,116 – 1,085 1,085 7
– Liabilities 4% (3,084) – (123) (123)
31 December 2018
United States Dollar
– Assets 3% 216,032 322,704 6,481 (3,200)
– Liabilities 3% (5,901,447) (20,899) (177,043) (176,416)
European Union Euro
– Assets 1% 37,254 9,765 373 275
– Liabilities 1% (264) – (3) (3)
COMPANY
31 December 2019
United States Dollar
– Assets 5% 45,276 – 2,264 2,264
– Liabilities 5% (5,244,266) (171,724) (262,213) (253,627)
European Union Euro
– Assets 4% 200,078 – 8,003 8,003
– Liabilities 4% (74,536) – (2,981) (2,981)
31 December 2018
United States Dollar
– Assets 3% 84,154 261 2,525 2,517
– Liabilities 3% (5,444,865) – (163,346) (163,346)
European Union Euro
– Assets 1% 157,432 – 1,574 1,574
– Liabilities 1% (63,375) – (634) (634)
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Net monetary items balances are higher than hedged as the Group and the Company do not hedge
its foreign currency denominated bank balances, deposits and cash and amount due from subsidiaries.
A similar percentage decrease in the exchange rate would have an equal but opposite effect. Changes
in exchange rate will also result in changes to the fair value of forward foreign exchange contracts
used to hedge forecast transactions. No sensitivity is performed as the Group’s exposure in those
contracts is limited.
The table below illustrates the effects of changes in exchange rate on the translation of foreign
operations’ profit or loss on the Group’s profit after tax. If the currency of the foreign operations
strengthened by the following percentage during the financial year/period, the Group’s profit after tax
and equity will improve/(decline) by:
Impact on
Profit/(loss) Strengthened profit
after tax against after tax
Currency of foreign operations RM’000 RM by RM’000
GROUP
For the financial year ended 31 December 2019
Indonesian Rupiah 285,235 9% 25,671
United States Dollar (161,410) 5% (8,071)
A similar percentage decrease in the exchange rate would have an equal but opposite effect.
The Group’s and the Company’s income and operating cash flows are substantially independent of
changes in market interest rates. Interest rate exposure which arises from certain of the Group’s and
the Company’s borrowings is managed through the use of floating debt and derivative financial
instruments. Derivative financial instruments are used, where appropriate, to generate the desired
interest rate profile.
The percentages of fixed rate borrowings, both before and after taking into account the interest rate
swap contracts, to the total of borrowings at the end of the financial year/period are as follows:
GROUP COMPANY
GROUP COMPANY
FINANCIAL STATEMENTS
– before swaps 12 13 – –
– after swaps 23 29 14 21
As at 31 December 2019, all of the Group’s and the Company’s floating rate borrowings (after interest
swap contracts) stood at RM5,984.3 million (2018: RM5,182.2 million) and RM5,001.7 million (2018:
RM4,136.6 million) respectively. The following tables demonstrate the effects of changes in interest rate
on floating rate borrowings. If the interest rate increased by 0.5% (2018: 0.5%), the Group’s and the
Company’s profit or loss after tax will be lower/higher by:
GROUP COMPANY
A 0.5% (2018: 0.5%) decrease in interest rate would have an equal but opposite effect.
The following table demonstrates the effect of changes in interest rate on the fair value of the interest
rate swap contracts which are designated as cash flow hedge. If the interest rate increased by 0.5%
(2018: 0.5%), the Group’s and the Company’s hedging reserve will be higher by:
GROUP/COMPANY
31.12.2019 31.12.2018
RM’000 RM’000
A 0.5% (2018: 0.5%) decrease in interest rate would have an equal but opposite effect.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Credit risk arises on sales made on credit terms, derivatives with positive fair value and deposits with
banks.
A) Risk management
The Group and the Company seek to control credit risk by dealing with customers and joint
venture partners of appropriate credit history and transact and deposit with bank and financial
institution with good credit ratings. Third party agencies’ ratings are considered, if available. In
addition, the customers’ most recent financial statements, payment history and other relevant
information are considered in the determination of credit risk. Customers are assessed at least
annually and more frequently when information on significant changes in the customers’ financial
position becomes known. Credit terms and limit are set based on the assessment. Where appropriate,
guarantees or securities are obtained to limit credit risk. Sales to customers are usually suspended
when earlier amounts are overdue exceeding 180 days.
B) Collateral
The Group and the Company receive collateral at the end of the reporting period, summarised
as follows:
GROUP COMPANY
Collateral Collateral
Maximum and credit Maximum and credit
exposure enhancement exposure enhancement
RM’000 RM’000 RM’000 RM’000
31 December 2019
Trade and other receivables
(net)
– non-current 155,741 – – –
– current 1,585,400 501,010 205,785 1,535
Amounts due from
subsidiaries – – 596,093 –
Amounts due from related
parties 2,158 – 3,226 –
Derivatives 76,737 – 35,489 –
Bank balances, deposits
and cash 431,347 – 85,403 –
Guarantees in respect of
credit facilities granted to:
– a joint venture 5,717 – 5,717 –
– subsidiaries – – 874,730 –
– plasma stakeholders 46,846 – – –
B) Collateral (continued)
The Group and the Company receive collateral at the end of the reporting period, summarised
as follows: (continued)
GROUP COMPANY
FINANCIAL STATEMENTS
Collateral Collateral
Maximum and credit Maximum and credit
exposure enhancement exposure enhancement
RM’000 RM’000 RM’000 RM’000
31 December 2018
Trade and other receivables
(net)
– non-current 115,122 – – –
– current 1,584,481 507,115 190,334 2,209
Amounts due from
subsidiaries – – 572,061 –
Amounts due from related
parties 2,171 – 2,904 – 7
Derivatives 58,664 – 20,860 –
Bank balances, deposits
and cash 491,042 – 65,693 –
Guarantees in respect of
credit facilities granted to:
– a joint venture 6,443 – 6,443 –
– subsidiaries – – 1,167,211 –
– plasma stakeholders 45,165 – – –
While cash and cash equivalents are also subject to the impairment requirements of MFRS 9, the
identified impairment loss was immaterial.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Reconciliation of loss allowance for trade and other receivables, intercompany receivables (trade),
intercompany receivables (non-trade) and advances from plasma plantation projects.
Amounts Advances
Amount due from for plasma
Trade due from joint plantation Other
receivables associates ventures projects receivables Total
GROUP Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2019
At 1 January 2019 33,099 618 16,723 23,466 3,459 77,365
Charge for the
financial year 6(e) 9,308 – 27,501 1,703 2 38,514
Reversal for the
financial year 7 (17,930) – – (2,130) (379) (20,439)
Exchange differences 171 – – 799 (1) 969
31 December 2018
At 1 July 2018 35,577 618 15,817 20,315 2,821 75,148
Charge for the
financial period 6(e) 2,842 – – 3,440 2,926 9,208
Write offs 97 – – – – 97
Write backs – – – – (698) (698)
Reversal for the
financial period 7 (5,904) – – (315) (1,594) (7,813)
Exchange differences 487 – 906 26 4 1,423
Reconciliation of loss allowance for trade and other receivables, intercompany receivables (trade),
intercompany receivables (non-trade) and advances from plasma plantation projects. (continued)
Amount Amount
FINANCIAL STATEMENTS
Amounts due from due from
Trade due from joint subsidiaries Other
receivables associates ventures (non-trade) receivables Total
Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
COMPANY
31 December 2019
At 1 January 2019 3,846 618 14,913 303,515 4,417 327,309
Charge for the
financial year 6(e) 63 – 25,088 18,267 1,412 44,830
Write offs (3,143) – – – (3,137) (6,280)
Reversal for the
financial year 7 – – – (1,153) – (1,153) 7
At 31 December 2019 766 618 40,001 320,629 2,692 364,706
31 December 2018
At 1 July 2018 3,545 618 12,500 291,720 4,407 312,790
Charge for the
financial period 6(e) 301 – 2,413 11,795 10 14,519
A summary of the assumptions underpinning the Group’s and the Company’s ECL are as follows:
The ECL rates are based on 5-year historical credit losses experienced by the Group and the
Company. The historical loss rates are adjusted to reflect current and forward-looking information
on macroeconomic factors affecting the ability of the customers to settle the receivables.
However, based on the Group’s and the Company’s assessment, the ability to collect has minimal
correlation with macroeconomic factors as these are consumers products. No significant changes
to estimation techniques or assumptions were made during the reporting year/period.
The following table contains an analysis of the credit risk exposure of trade receivables for
which a loss allowance is recognised using simplified approach. The gross carrying amount of
trade receivables below also represents the Group’s and the Company’s maximum exposure
to credit risk on these assets:
Carrying
Expected amount
Gross credit loss Loss (net of loss
receivables rate allowances allowance)
GROUP RM’000 % RM’000 RM’000
31 December 2019
Upstream
Local customers:
Current 82,353 0.0% – 82,353
Past due by:
– 1 to 30 days 16,449 12.6% (2,075) 14,374
– 31 to 60 days 8,795 6.9% (605) 8,190
– 61 to 90 days 1,293 0.0% – 1,293
– 91 to 180 days 283 0.0% – 283
– 181 to 360 days 16 0.0% – 16
– more than 360 days 2,663 100.0% (2,663) –
Export customers:
Current 576 0.0% – 576
Past due by:
– 1 to 30 days 13,519 0.0% – 13,519
14,095 – 14,095
Annual Report 2019 PG. 332 – 333
The following table contains an analysis of the credit risk exposure of trade receivables for
which a loss allowance is recognised using simplified approach. The gross carrying amount of
trade receivables below also represents the Group’s and the Company’s maximum exposure
FINANCIAL STATEMENTS
to credit risk on these assets: (continued)
Carrying
Expected amount
Gross credit loss Loss (net of loss
receivables rate allowances allowance)
GROUP RM’000 % RM’000 RM’000
31 December 2019
(continued)
Downstream
Local customers:
Current 316,214 0.0% – 316,214 7
Past due by:
– 1 to 30 days 154,552 0.0% (7) 154,545
– 31 to 60 days 41,082 0.0% – 41,082
– 61 to 90 days 1,930 0.0% – 1,930
– 91 to 180 days 177 35.0% (62) 115
– 181 to 360 days 11,355 82.7% (9,391) 1,964
– more than 360 days 2,873 100.0% (2,873) –
Export customers:
Current 503,542 0.0% – 503,542
Past due by:
– 1 to 30 days 72,715 0.0% (20) 72,695
– 31 to 60 days 14,061 0.0% – 14,061
– 61 to 90 days 2,990 19.0% (569) 2,421
– 91 to 180 days 1,739 0.7% (12) 1,727
– 181 to 360 days 4,670 40.8% (1,906) 2,764
– more than 360 days 4,355 100.0% (4,355) –
The following table contains an analysis of the credit risk exposure of trade receivables for
which a loss allowance is recognised using simplified approach. The gross carrying amount of
trade receivables below also represents the Group’s and the Company’s maximum exposure
to credit risk on these assets: (continued)
Carrying
Expected amount
Gross credit loss Loss (net of loss
receivables rate allowances allowance)
GROUP RM’000 % RM’000 RM’000
31 December 2019
(continued)
Other Operations
Local customers:
Current 273 0.0% – 273
Past due by:
– 1 to 30 days 313 0.0% – 313
– 31 to 60 days 14 0.0% – 14
– 61 to 90 days 2 0.0% – 2
– 91 to 180 days 106 0.0% – 106
– 181 to 360 days 35 0.0% – 35
– more than 360 days 217 0.0% – 217
960 – 960
Export customers:
Current 3,850 0.0% – 3,850
Past due by:
– 1 to 30 days 1,152 0.0% – 1,152
– 31 to 60 days 180 0.0% – 180
– 61 to 90 days 30 100.0% (30) –
– 91 to 180 days – 0.0% – –
– 181 to 360 days 39 100.0% (39) –
– more than 360 days 41 100.0% (41) –
The following table contains an analysis of the credit risk exposure of trade receivables for
which a loss allowance is recognised using simplified approach. The gross carrying amount of
trade receivables below also represents the Group’s and the Company’s maximum exposure
FINANCIAL STATEMENTS
to credit risk on these assets: (continued)
Carrying
Expected amount
Gross credit loss Loss (net of loss
receivables rate allowances allowance)
GROUP RM’000 % RM’000 RM’000
31 December 2018
Upstream
Local customers:
Current 165,676 0.0% – 165,676
Past due by: 7
– 1 to 30 days 57,362 0.0% (4) 57,358
– 31 to 60 days 5,511 2.2% (123) 5,388
– 61 to 90 days 826 2.4% (20) 806
– 91 to 180 days 37 0.0% – 37
– 181 to 360 days 23 0.0% – 23
– more than 360 days 3,935 100.0% (3,935) –
Export customers:
Current 161,320 0.0% – 161,320
Past due by:
– 1 to 30 days 870 0.0% – 870
162,190 – 162,190
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The following table contains an analysis of the credit risk exposure of trade receivables for
which a loss allowance is recognised using simplified approach. The gross carrying amount of
trade receivables below also represents the Group’s and the Company’s maximum exposure
to credit risk on these assets: (continued)
Carrying
Expected amount
Gross credit loss Loss (net of loss
receivables rate allowances allowance)
GROUP RM’000 % RM’000 RM’000
31 December 2018
(continued)
Downstream
Local customers:
Current 289,531 0.0% – 289,531
Past due by:
– 1 to 30 days 194,029 0.1% (164) 193,865
– 31 to 60 days 52,227 0.0% – 52,227
– 61 to 90 days 11,272 1.3% (148) 11,124
– 91 to 180 days 8,256 9.2% (758) 7,498
– 181 to 360 days 1,561 69.0% (1,077) 484
– more than 360 days 8,782 97.7% (8,580) 202
Export customers:
Current 323,647 0.0% – 323,647
Past due by:
– 1 to 30 days 51,560 0.0% – 51,560
– 31 to 60 days 12,979 0.0% – 12,979
– 61 to 90 days 5,300 0.0% – 5,300
– 91 to 180 days 2,197 0.0% – 2,197
– 181 to 360 days 2,602 0.0% – 2,602
– more than 360 days 66,422 100.0% (18,211) 48,211*
* The RM48.2 million relates to amounts due from Golden Hope-Nha Be Edible Oils Ltd.
which was secured by a corporate guarantee as described in Note 33(d)(ii).
Annual Report 2019 PG. 336 – 337
Carrying
Expected amount
FINANCIAL STATEMENTS
Gross credit loss Loss (net of loss
receivables rate allowances allowance)
GROUP RM’000 % RM’000 RM’000
31 December 2018
(continued)
Other Operations
Local customers:
Current – 0.0% – –
Past due by:
– 1 to 30 days 1,737 0.0% – 1,737
– 31 to 60 days 1,398 0.0% – 1,398
– 61 to 90 days 1,341 0.0% – 1,341 7
– 91 to 180 days 644 0.2% (1) 643
– 181 to 360 days 135 0.7% (1) 134
– more than 360 days 226 33.6% (76) 150
Export customers:
Current – 0.0% – –
Past due by:
– 1 to 30 days 457 0.0% – 457
– 31 to 60 days 28 0.0% – 28
485 – 485
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The following table contains an analysis of the credit risk exposure of trade receivables for
which a loss allowance is recognised using simplified approach. The gross carrying amount of
trade receivables below also represents the Group’s and the Company’s maximum exposure
to credit risk on these assets: (continued)
Carrying
Expected amount
Gross credit loss Loss (net of loss
receivables rate allowances allowance)
COMPANY RM’000 % RM’000 RM’000
31 December 2019
Upstream
Local customers:
Current 29,888 0.0% – 29,888
Past due by:
– 1 to 30 days 2,075 0.0% – 2,075
– 31 to 60 days 579 0.0% – 579
– 61 to 90 days – 0.0% – –
– 91 to 180 days 59 0.0% – 59
– 181 to 360 days 11 0.0% – 11
– more than 360 days 389 100.0% (336) 53
Export customers:
Current – 0.0% – –
Past due by:
– 1 to 30 days 1,042 0.0% – 1,042
1,042 – 1,042
Annual Report 2019 PG. 338 – 339
The following table contains an analysis of the credit risk exposure of trade receivables for
which a loss allowance is recognised using simplified approach. The gross carrying amount of
trade receivables below also represents the Group’s and the Company’s maximum exposure
FINANCIAL STATEMENTS
to credit risk on these assets: (continued)
Carrying
Expected amount
Gross credit loss Loss (net of loss
receivables rate allowances allowance)
COMPANY RM’000 % RM’000 RM’000
31 December 2019
(continued)
Downstream
Local customers: 7
Current 69,333 0.0% – 69,333
Past due by:
– 1 to 30 days 61,696 0.0% – 61,696
– 31 to 60 days 5,051 0.0% – 5,051
– 61 to 90 days 16 0.0% – 16
– 91 to 180 days – 0.0% – –
– 181 to 360 days – 0.0% – –
– more than 360 days 430 100.0% (430) –
Export customers:
Current 8,773 0.0% – 8,773
Past due by:
– 1 to 30 days 526 0.0% – 526
– 31 to 60 days 1,393 0.0% – 1,393
10,692 – 10,692
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The following table contains an analysis of the credit risk exposure of trade receivables for
which a loss allowance is recognised using simplified approach. The gross carrying amount of
trade receivables below also represents the Group’s and the Company’s maximum exposure
to credit risk on these assets: (continued)
Carrying
Expected amount
Gross credit loss Loss (net of loss
receivables rate allowances allowance)
COMPANY RM’000 % RM’000 RM’000
31 December 2018
Upstream
Local customers:
Current 763 0.0% – 763
Past due by:
– 1 to 30 days 8,354 0.0% – 8,354
– 31 to 60 days 176 0.0% – 176
– 61 to 90 days 31 0.0% – 31
– 91 to 180 days 37 0.0% – 37
– 181 to 360 days 15 0.0% – 15
– more than 360 days 793 100.0% (793) –
Export customers:
Current – 0.0% – –
Past due by:
– 1 to 30 days 860 0.0% – 860
860 – 860
Annual Report 2019 PG. 340 – 341
The following table contains an analysis of the credit risk exposure of trade receivables for
which a loss allowance is recognised using simplified approach. The gross carrying amount of
trade receivables below also represents the Group’s and the Company’s maximum exposure
FINANCIAL STATEMENTS
to credit risk on these assets: (continued)
Carrying
Expected amount
Gross credit loss Loss (net of loss
receivables rate allowances allowance)
COMPANY RM’000 % RM’000 RM’000
31 December 2018
(continued)
Downstream
Local customers:
Current 65,266 0.0% – 65,266 7
Past due by:
– 1 to 30 days 45,204 0.0% – 45,204
– 31 to 60 days 2,883 0.0% – 2,883
– 61 to 90 days 408 0.0% – 408
– 91 to 180 days 62 0.0% – 62
– 181 to 360 days 96 0.0% – 96
– more than 360 days 367 100.0% (367) –
Export customers:
Current 11,854 0.0% – 11,854
Past due by:
– 1 to 30 days 3,544 0.0% – 3,544
– 31 to 60 days 222 0.0% – 222
– more than 360 days 2,686 100.0% (2,686) –
• Intercompany receivables (trade) – inclusive of amounts due from associates, joint ventures,
subsidiaries and related parties using simplified approach
Intercompany receivables (trade) represent amounts outstanding arising from sales of goods.
In arriving at loss allowance, the same assumptions as trade receivables have been applied. As
a result, management is of the view that adequate loss allowance has been recognised as at
the date of reporting.
• Intercompany receivables (non-trade) - inclusive of amounts due from subsidiaries using general
3-stage approach
The Company provides unsecured advances to subsidiaries and where necessary makes payments
for expenses on behalf of its subsidiaries. The Company monitors the performance of the
subsidiaries regularly.
Management has assessed the loss allowance for amount due from subsidiaries individually
taking into consideration of the financial position and the plans in place for the respective
subsidiaries. As at this reporting date, management is of the view that adequate loss allowance
has been recognised.
The advances made by the Group in the form of plasma plantation development costs are
recoverable from the plasma farmers upon the completion of the plasma plantation projects,
either from the plasma farmers directly, through the assignment to plasma farmers of the loans
obtained for the projects or netted-off with the FFB purchased from the plasma farmers.
Impairment losses are made when the estimated recoverable amounts are less than the
outstanding advances.
The Group is exposed to credit risk arising from financial guarantee contracts given to banks
for joint ventures’ and plasma stakeholders’ borrowings where the maximum credit risk exposure
is the amount of borrowings utilised by the joint ventures or plasma stakeholders. Management
has reviewed the financial position of the joint ventures and plasma stakeholders as at the
reporting date and was of the view that the financial guarantee contracts are unlikely to be
called by the lenders.
The Company is exposed to credit risk arising from financial guarantee contracts given to banks
for joint ventures’ and subsidiaries’ borrowings where the maximum credit risk exposure is the
amount of borrowings utilised by the joint ventures and subsidiaries. Historically, the Group has
not defaulted in any borrowings and with the stringent monitoring over the treasury process,
management is of the view that the financial guarantee contracts are unlikely to be called by
the joint ventures’ and subsidiaries’ lenders.
Annual Report 2019 PG. 342 – 343
The Group’s and the Company’s other receivables are amounting to RM290.2 million and RM15.9
million (2018: RM118.9 million and RM15.6 million) respectively. Management has assessed the
other receivables comprises mainly of amounts due from brokers, arising from the Group’s
FINANCIAL STATEMENTS
trading operations individually and determined that the majority of the other receivables were
fully recoverable and adequate loss allowance has been recognised.
Liquidity and cash flow risks are the risks that the Group or the Company will encounter difficulty in
meeting financial obligations due to shortage of funds. The Group’s and the Company’s exposure to
these risks arise primarily from the mismatch of maturities of financial assets and liabilities. To mitigate
these risks to an acceptable level, the Group maintains sufficient cash and marketable securities, and
the availability of funding through an adequate amount of committed credit facilities.
The Group maintains centralised treasury functions where all strategic funding requirements are
managed. 7
The undiscounted contractual cash flows of the Group’s and the Company’s financial liabilities are as
follows:
31 December 2019
Trade and other
payables 1,311,315 – – 76,774 1,388,089 1,388,089
Borrowings
– principal 2,489,543 790,651 3,495,236 969,497 7,744,927 7,744,927
– interest 89,230 84,480 195,653 103,049 472,412 43,542
Amounts due to related
parties 6,989 – – – 6,989 6,989
Lease liabilities 32,839 39,654 64,592 122,951 260,036 187,275
Derivatives
– gross settled 589,671 – – – 589,671 4,021
The undiscounted contractual cash flows of the Group’s and the Company’s financial liabilities are as
follows: (continued)
31 December 2018
Trade and other
payables 1,413,162 – – 62,664 1,475,826 1,475,826
Borrowings
– principal 1,804,339 3,664,114 1,307,517 520,944 7,296,914 7,296,914
– interest – 16,589 45,085 97,457 159,131 45,470
Dividend payable 748,092 – – – 748,092 748,092
Amounts due to related
parties 61,020 – – – 61,020 61,020
Lease liabilities 34,939 38,539 52,476 172,352 298,306 192,555
Derivatives
– gross settled 877,694 – – – 877,694 4,102
The undiscounted contractual cash flows of the Group’s and the Company’s financial liabilities are as
follows: (continued)
FINANCIAL STATEMENTS
COMPANY RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2019
Trade and other
payables 362,788 – – – 362,788 362,788
Borrowings
– principal 1,747,612 705,781 3,346,057 – 5,799,450 5,799,450
– interest 48,338 43,065 102,054 – 193,457 17,023
Intra-group payables 994,982 – 503,112 – 1,498,094 1,498,094
Lease liabilities 1,438 991 2,565 6,454 11,448 8,294
Derivatives
– gross settled 171,724 – – – 171,724 36
31 December 2018
Trade and other
payables 313,656 – – – 313,656 313,656
Borrowings
– principal 974,443 3,610,588 681,938 – 5,266,969 5,266,969
– interest 168,483 86,993 15,516 – 270,992 22,594
Intra-group payables 1,000,313 – – 504,707 1,505,020 1,505,020
Lease liabilities 2,491 1,247 2,565 7,553 13,856 9,397
Dividend payable 748,092 – – – 748,092 748,092
Derivatives
– gross settled 261 – – – 261 1
As at 31 December 2019, the Group’s and the Company’s maximum potential liabilities under financial
guarantee contracts amounted to RM52.6 million and RM880.4 million respectively (2018: RM51.6 million
and RM1,173.7 million respectively). Financial guarantee contracts are assumed to be immediately payable
on demand.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The Group and the Company are largely exposed to commodity price risk due to fluctuations in crude
palm oil and other palm products futures prices.
The Group and the Company enter into commodities options and futures contracts to minimise
exposure to adverse movements in crude palm oil and other palm products prices. Certain contracts
are entered into and continue to be held for the purpose of the receipt or delivery of the physical
commodity in accordance with the Group’s and the Company’s expected purchase, sale or usage
requirements. Contracts that are not held for the purpose of physical delivery are accounted for as
derivatives and are disclosed in Note 31(b).
Average
contract
Maturity price per
period Tonnage tonne
Months Tonnes RM
In estimating the financial instruments carried at fair value, there are, in general, three different levels which
can be defined as follows:
(i) Level 1 – Quoted prices in active markets for identical assets or liabilities;
(ii) Level 2 – Valuation inputs (other than level 1 input) that are observable for the asset or liability, either
directly or indirectly; and
(iii) Level 3 – Valuation inputs that are not based on observable market data.
FINANCIAL STATEMENTS
The following table presents the Group’s and the Company’s financial assets and liabilities that are measured
at fair value at the end of the reporting date based on the three different levels as defined above:
31 December 2019
Financial assets
Investments at FVOCI – 3,396 27,073 30,469
Derivatives
– commodities options and futures
contracts 70,260 – – 70,260
– forward foreign exchange contracts – 6,245 – 6,245 7
– interest rate swap contracts – 232 – 232
Financial liabilities
Derivatives
– commodities futures contracts (238,892) – – (238,892)
– forward foreign exchange contracts – (4,021) – (4,021)
31 December 2018
Financial assets
Investments at FVOCI – 3,545 25,749 29,294
Derivatives
– commodities futures contracts 31,851 – – 31,851
– forward foreign exchange contracts – 8,277 – 8,277
– interest rate swap contracts – 18,536 – 18,536
Financial liabilities
Derivatives
– commodities futures contracts (17,096) – – (17,096)
– forward foreign exchange contracts – (4,102) – (4,102)
The following table presents the Group’s and the Company’s financial assets and liabilities that are measured
at fair value at the end of the reporting date based on the three different levels as defined above: (continued)
31 December 2019
Financial assets
Investments at FVOCI – – 27,049 27,049
Derivatives
– commodities options and futures
contracts 33,648 – – 33,648
– forward foreign exchange contracts – 1,609 – 1,609
– interest rate swap contracts – 232 – 232
Financial liabilities
Derivatives
– commodities options and futures
contracts (134,161) – – (134,161)
– forward foreign exchange contracts – (36) – (36)
31 December 2018
Financial assets
Investments at FVOCI – – 25,749 25,749
Derivatives
– commodities options and futures
contracts 2,324 – – 2,324
– interest rate swap contracts – 18,536 – 18,536
Financial liabilities
Derivatives
– commodities options and futures
contracts (8,882) – – (8,882)
– forward foreign exchange contracts – (1) – (1)
If quoted market prices in active markets are available, these are considered Level 1. If such quoted market
prices are not available, fair value is 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 derivatives are determined using quoted price of identical instruments from an active
FINANCIAL STATEMENTS
market, if available (Level 1). If quoted prices are not available, price quoted for similar instruments,
appropriately adjusted or present value techniques, based on available market data, or option pricing models
are used. The fair values obtained using price quotes for similar instruments or valuation techniques represent
a Level 2 input unless significant unobservable inputs are used.
The carrying amounts and fair values of non-current financial assets and liabilities are measured at amortised
cost.
The following methods and assumptions are used to estimate the fair value of each class of financial
instruments:
The fair value of the Group’s long-term financial instruments is estimated by discounting the future
contractual cash flows at the current market rate available to the Group for similar instruments.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
The Group’s capital management objectives are to ensure the Group’s ability to continue as a going concern
and maximise shareholder value. This is achieved through reviewing and managing its equity, debt and cash.
Equity attributable to equity holders of the Company includes share capital, reserves and retained earnings.
The Group seeks to achieve optimal capital structure taking into account returns expected by shareholders,
cost of debts, capital expenditure, investment opportunities, projected cash flows and externally imposed
financial covenants. The Group has consistently paid out around 50% to 70% of its annual profit attributable
to equity holders of the Company as dividends and reinvests the rest. Whilst the current practice provides
a reasonable balance between expansion and cash dividends, the Group may adjust the dividend payout,
equity levels and debt levels to achieve the optimal capital structure.
The Company and its capital market programmes are rated by both local and international rating
agencies:
Gearing ratio and interest cover are some of the ratios used in capital management. Gearing ratio is
calculated as gross debt divided by total equity. Gross debt is calculated as the total of borrowings and
amount due to a subsidiary (including “current and non-current” as shown in the Company’s statements
of financial position). Interest cover is calculated as profit/(loss) before interest and tax excluding impairment
on investments in subsidiaries and joint ventures divided by total finance costs (gross).
GROUP COMPANY
In addition to optimising capital structure and complying with externally imposed financial covenants, the
Group is also required to comply with statutory requirements in certain countries where the Group operates.
This includes minimum capital requirement and the requirement to maintain legal reserves which are
non-distributable.
The Group was in compliance with externally imposed financial covenants and capital requirements for the
financial year/period ended 31 December 2019 and 31 December 2018 except as disclosed in Note 39.
Annual Report 2019 PG. 350 – 351
Country of
incorporation/
Group’s effective
Principal
interest (%)
place of
Name of company business 31.12.2019 31.12.2018 Auditors Principal activities
FINANCIAL STATEMENTS
Chermang Development Malaysia 83.9 83.9 1 Investment holding
(Malaya) Sdn Bhd
Consolidated Plantations Malaysia 100.0 100.0 1 Investment holding
Berhad
Golden Hope Overseas Malaysia 100.0 100.0 1 Investment holding
Sdn Bhd
Guthrie Industries Malaysia 100.0 100.0 1 Cultivation of oil palm and
Malaysia Sendirian processing of palm oil
Berhad and palm kernel
Guthrie International Labuan, 100.0 100.0 1 Investment holding
Investments (L) Ltd Malaysia
7
Mostyn Palm Processing Malaysia 100.0 100.0 1 Investment holding
Sdn Bhd
Sanguine (Malaysia) Malaysia 100.0 100.0 1 Cultivation of oil palm
Sdn Bhd
Sime Darby Plantation Malaysia 100.0 100.0 1 Manufacturing and
Agri-Bio Sdn Bhd marketing of rat baits
(fka Sime Darby Agri-Bio and trading of
Sdn Bhd) agricultural related
products
Sime Darby Plantation Malaysia 100.0 100.0 1 Investment holding
Austral Holdings Berhad
(fka Sime Darby Austral
Holdings Berhad)
Sime Darby Oils Bintulu Malaysia 60.0 60.0 1 Processing of palm oil and
Sdn Bhd palm kernel oil
Sime Darby Oils Biodiesel Malaysia 100.0 100.0 1 Production and sale of
Sdn Bhd biodiesel and related
products
Sime Darby Plantation Malaysia 100.0 100.0 1 Provision of oil palm tissue
Biotechnology Lab Sdn culture services
Bhd (fka Sime Darby
Biotech Laboratories
Sdn Bhd)
Sime Darby Consulting Malaysia 100.0 100.0 1 Investment holding
Sdn Bhd
Sime Darby Oils Malaysia 100.0 100.0 1 Distribution and marketing
Professional Sdn Bhd of cooking oil,
(fka Sime Darby Foods & tocotrienols, coconut oil
Beverages Marketing and palm related
Sdn Bhd) products
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
(i) Subsidiaries which are active as at 31 December 2019 are as follows: (continued)
Country of
incorporation/
Group’s effective
Principal
interest (%)
place of
Name of company business 31.12.2019 31.12.2018 Auditors Principal activities
Sime Darby Oils Trading Malaysia 100.0 100.0 1 Trading of crude palm oil
Sdn Bhd and palm oil products
and as marketing agent
of commodities for its
related companies
Sime Darby Plantation Malaysia 100.0 100.0 1 Special purpose vehicle for
Global Berhad (fka Sime the issue of securities
Darby Global Berhad) programme
Sime Darby Oils Trading Labuan, 100.0 100.0 1 Trading of commodities
(Labuan) Limited Malaysia
Sime Darby Oils Pasir Malaysia 100.0 100.0 1 Processing of edible oil
Gudang Refinery and related products
Sdn Bhd
Sime Darby Plantation Malaysia 100.0 100.0 1 Investment property
Latex Sdn Bhd activity
(fka Sime Darby Latex
Sdn Bhd)
Sime Darby Plantation Malaysia 100.0 100.0 1 Cultivation of oil palm and
(Sabah) Sdn Bhd processing of palm oil
and palm kernel
Sime Darby Plantation Malaysia 100.0 100.0 1 Cultivation of oil palm and
(Sarawak) Sdn Bhd processing of palm oil
and palm kernel
Sime Darby Plantation Malaysia 100.0 100.0 1 Operating childcare
Childcare Centre services to employees
Sdn Bhd
Sime Darby Plantation Malaysia 100.0 100.0 1 Acquiring, developing and
Intellectual Property investing in trademarks,
Sdn Bhd patents and intellectual
property rights
Sime Darby Plantation Malaysia 100.0 100.0 1 Investment holding
Thailand Sdn Bhd
Sime Darby Plantation Malaysia 100.0 100.0 1 Research and
Research Sdn Bhd development services to
(fka Sime Darby group companies in
Research Sdn Bhd) relation to tropical
agriculture
Sime Darby Plantation Malaysia 100.0 100.0 1 Agricultural research and
Seeds & Agricultural advisory services,
Services Sdn Bhd production and sale of
(fka Sime Darby Seeds & oil palm seeds and
Agricultural Services seedlings
Sdn Bhd)
Annual Report 2019 PG. 352 – 353
(i) Subsidiaries which are active as at 31 December 2019 are as follows: (continued)
Country of
incorporation/
Group’s effective
Principal
interest (%)
place of
Name of company business 31.12.2019 31.12.2018 Auditors Principal activities
FINANCIAL STATEMENTS
Technology Centre Sdn development services in
Bhd (fka Sime Darby biotechnology and
Technology Centre agriculture
Sdn Bhd)
The China Engineers Malaysia 100.0 100.0 1 Cultivation of oil palm and
(Malaysia) Sdn Bhd processing of palm oil
and palm kernel
Wangsa Mujur Sdn Bhd Malaysia 72.5 72.5 1 Cultivation of oil palm and
processing of palm oil
and palm kernel
PT Aneka Intipersada Indonesia 100.0 100.0 2 Cultivation of oil palm and
processing of palm oil 7
and palm kernel
PT Aneka Sawit Lestari Indonesia 100.0 100.0 2 Production and sale of oil
palm planting materials
PT Anugerah Indonesia 100.0 100.0 2 Investment holding
Sumbermakmur
PT Asricipta Indah Indonesia 90.0 90.0 2 Investment holding
PT Bahari Gembira Ria Indonesia 99.97 99.3 2 Cultivation of oil palm and
processing of palm oil
and palm kernel
PT Bersama Sejahtera Indonesia 91.1 91.1 2 Cultivation of oil palm and
Sakti processing of palm oil
and palm kernel
PT Bhumireksa Nusasejati Indonesia 100.0 100.0 2 Cultivation of oil palm and
processing of palm oil
and palm kernel
PT Bina Sains Cemerlang Indonesia 100.0 100.0 2 Cultivation of oil palm and
processing of palm oil
and palm kernel
PT Budidaya Agrolestari Indonesia 100.0 100.0 2 Cultivation of oil palm
PT Sime Darby Oils Indonesia 100.0 100.0 2 Processing of palm oil
Pulau Laut Refinery products
PT Guthrie Pecconina Indonesia 100.0 100.0 2 Cultivation of oil palm and
Indonesia processing of palm oil
and palm kernel
PT Indo Sukses Lestari Indonesia 95.0 95.0 2 Development of rubber
Makmur plantation
PT Indotruba Tengah Indonesia 50.0 50.0 2 Cultivation of oil palm and
processing of palm oil
and palm kernel
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
(i) Subsidiaries which are active as at 31 December 2019 are as follows: (continued)
Country of
incorporation/
Group’s effective
Principal
interest (%)
place of
Name of company business 31.12.2019 31.12.2018 Auditors Principal activities
(i) Subsidiaries which are active as at 31 December 2019 are as follows: (continued)
Country of
incorporation/
Group’s effective
Principal
interest (%)
place of
Name of company business 31.12.2019 31.12.2018 Auditors Principal activities
FINANCIAL STATEMENTS
Indonesia marketing and sale of
edible oils
PT Sime Darby Plantation Indonesia 100.0 100.0 2 Cultivation of oil palm and
Indo Agro (fka PT Sime processing of palm oil
Indo Agro) and palm kernel
PT Sritijaya Abaditama Indonesia 60.0 60.0 2 Investment holding
PT Swadaya Andika Indonesia 100.0 100.0 2 Cultivation of oil palm and
processing of palm oil
and palm kernel
PT Tamaco Graha Krida Indonesia 90.0 90.0 2 Cultivation of oil palm and
processing of palm oil
and palm kernel 7
PT Tamiyang Sumber Indonesia 90.0 90.0 3 Cultivation of oil palm
Rezeki
PT Teguh Sempurna Indonesia 100.0 100.0 2 Cultivation of oil palm and
processing of palm oil
and palm kernel
PT Tunggal Mitra Indonesia 60.0 60.0 2 Cultivation of oil palm and
Plantations processing of palm oil
and palm kernel
PT Timbang Deli Indonesia 49.0 49.0 2 Oil palm seed production
Indonesia and cultivation of rubber
Kula Palm Oil Limited Papua New 100.0 100.0 2 Cultivation of oil palm and
Guinea processing of palm oil,
palm kernel and palm
kernel oil
New Britain Palm Oil Papua New 100.0 100.0 2 Investment holding,
Limited Guinea cultivation of oil palm
and processing of palm
oil, palm kernel and
palm kernel oil
Poliamba Limited Papua New 100.0 100.0 2 Cultivation of oil palm and
Guinea processing of palm oil,
palm kernel and palm
kernel oil
Ramu Agri-Industries Papua New 100.0 100.0 2 Cultivation of oil palm and
Limited Guinea growing canes, cattle
rearing, processing and
sale of palm oil, palm
kernel oil, sugar, ethanol
and beef
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
(i) Subsidiaries which are active as at 31 December 2019 are as follows: (continued)
Country of
incorporation/
Group’s effective
Principal
interest (%)
place of
Name of company business 31.12.2019 31.12.2018 Auditors Principal activities
Markham Farming Papua New 100.0 100.0 2 Cultivation of oil palm and
Company Limited Guinea processing of palm oil,
palm kernel, palm kernel
oil and coconut
Guadalcanal Plains Palm Solomon 80.0 80.0 3 Cultivation of oil palm and
Oil Limited Islands processing of palm oil,
palm kernel and palm
kernel oil
New Britain Plantation Singapore 100.0 100.0 2 Investment holding and
Services Pte. Ltd. management of oil palm
plantations and seed
production
Ultra Oleum Pte. Ltd. Singapore 100.0 100.0 2 Investment holding
Verdant Bioscience Singapore 52.0 52.0 2 Agriculture science and
Pte. Ltd. research
Sime Darby Oils Liverpool United 100.0 100.0 2 Processing of edible oil
Refinery Limited Kingdom and related products
Sime Darby Oils Singapore 100.0 100.0 2 Marketing of edible oils
International Limited and palm oil related
products
Sime Darby Oils Singapore 100.0 100.0 2 Investment holding
Singapore Limited
(fka Sime Darby
Plantation Europe Ltd.)
Sime Darby Plantation Singapore 100.0 100.0 2 Investment holding
Investment (Liberia)
Private Limited
Sime Darby China Oils Hong Kong 100.0 100.0 2 Investment holding
And Fats Company SAR
Limited
Sime Darby Hong Kong Hong Kong 100.0 100.0 2 Investment holding
Nominees Limited SAR
Sime Darby Oils Thailand 99.9 99.9 2 Processing of soya bean
Nonthaburi Co., Ltd oil and related products
(fka Industrial Enterprises
Co., Ltd.)
Sime Darby Oils Morakot Thailand 99.9 99.9 2 Processing and marketing
Public Company Limited of edible oil and related
(fka Morakot Industries products
Public Company
Limited)
Annual Report 2019 PG. 356 – 357
(i) Subsidiaries which are active as at 31 December 2019 are as follows: (continued)
Country of
incorporation/
Group’s effective
Principal
interest (%)
place of
Name of company business 31.12.2019 31.12.2018 Auditors Principal activities
FINANCIAL STATEMENTS
(Thailand) Limited
(fka Sime-Morakot
Holdings (Thailand)
Limited)
The China Engineers Thailand 99.9 99.9 2 Investment holding
(Thailand) Limited
Sime Darby Plantation Cayman 100.0 100.0 4 Investment holding
International Investments Islands
Limited (fka Sime Darby
International Investments
Limited)
Sime Darby Plantation Cayman 100.0 100.0 4 Investment holding 7
Holdings (Asia Pacific) Islands
Sime Darby Plantation Cayman 100.0 100.0 4 Investment holding
Holdings (Cayman Islands
Islands)
Sime Darby Plantation Liberia 100.0 100.0 2 Cultivation of oil palm and
(Liberia) Inc. rubber and processing of
palm oil and palm kernel
Golden Hope Overseas Mauritius 100.0 100.0 2 Investment holding
Capital
Mulligan International B.V. Netherlands 100.0 100.0 2 Investment holding
Sime Darby Oils Netherlands 100.0 100.0 2 Investment holding
Netherlands B.V.
Sime Darby Oils Netherlands 100.0 100.0 2 Processing and marketing
Zwijndrecht Refinery B.V. of edible oil and related
products
Sime Darby Oils South South Africa 100.0 100.0 2 Processing and marketing
Africa (Pty) Ltd. of edible oils and related
edible
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
(ii) Joint venture which are active as at 31 December 2019 are as follows:
Country of
incorporation/
Group’s effective
Principal
interest (%)
place of
Name of company business 31.12.2019 31.12.2018 Auditors Principal activities
MYBiomass Sdn Bhd Malaysia 30.0 30.0 3 Develop and pioneer high
value green chemicals
biorefinery Ceased
operation effective from
31 December 2019
SD Plantation TNBES Malaysia 51.0+ 51.0+ 1 Production and sale of
Renewable Energy renewable energy using
Sdn Bhd (fka Sime palm oil effluents
Darby TNBES Renewable
Energy Sdn Bhd)
Guangzhou Keylink China 49.0 49.0 3 Manufacturing of surface
Chemicals Co., Ltd. active agents
Rizhao Sime Darby China 45.0 45.0 2 Storage and marketing of
Oils & Fats Co. Ltd. palm oil related products
Annual Report 2019 PG. 358 – 359
Country of
incorporation/
Group’s effective
Principal
interest (%)
place of
Name of company business 31.12.2019 31.12.2018 Auditors Principal activities
Barlow Bulking Sdn Bhd Malaysia 32.0 32.0 3 Provision of bulking and
FINANCIAL STATEMENTS
marketing facilities for
edible oil producers and
millers
Nescaya Maluri Sdn Bhd Malaysia 40.0 40.0 3 Investment holding and
licensing
Muang Mai Guthrie Thailand 49.0 49.0 3 Processing of rubber
Public Company Limited
Thai Eastern Trat Co., Ltd. Thailand 40.0 40.0 2 Processing of palm oil and
palm kernel
Yayasan Sime Darby Malaysia @ @ 1 Administration of
scholarship awards and
educational loans, 7
undertake sports,
environmental
conservation and
sustainability projects
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Country of
incorporation/
Group’s effective
Principal
interest (%)
place of
Name of company business 31.12.2019 31.12.2018 Auditors Principal activities
(iv) Subsidiaries which are dormant/inactive as at 31 December 2019 are as follows: (continued)
Country of
incorporation/
Group’s effective
Principal
interest (%)
place of
Name of company business 31.12.2019 31.12.2018 Auditors Principal activities
FINANCIAL STATEMENTS
Products Tanzania
Limited
Sime Darby Oils Malaysia 100.0 100.0 4 Dormant
Nutrition Sdn Bhd
(fka Sime Darby
Bioganic Sdn Bhd)
Sime Darby Oils North United States 100.0 – 4 Dormant
America Inc.
Trolak Estates Limited Scotland 100.0 100.0 5 Dormant
Dusun Durian United 100.0 100.0 5 Dormant
Plantations Limited Kingdom
Kinta Kellas Rubber United 100.0 100.0 5 Dormant 7
Estate Plc. Kingdom
Malaysian Estates Plc. United 100.0 100.0 5 Dormant
Kingdom
The Kuala Selangor United 100.0 100.0 5 Dormant
Rubber Plc. Kingdom
The London Asiatic United 100.0 100.0 5 Dormant
Rubber and Produce Kingdom
Company Limited
The Pataling Rubber United 100.0 100.0 5 Dormant
Estates Limited Kingdom
The Straits Plantations United 100.0 100.0 5 Dormant
Limited Kingdom
The Sungei Bahru United 100.0 100.0 5 Dormant
Rubber Estates Plc. Kingdom
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
For The Financial Year Ended 31 December 2019
Country of
incorporation/
Group’s effective
Principal
interest (%)
place of
Name of company business 31.12.2019 31.12.2018 Auditors Principal activities
(vi) Associates placed under members’ voluntary liquidation/deregistered during the financial year are as follows:
Country of
incorporation/
Group’s effective
Principal
interest (%)
place of
Name of company business 31.12.2019 31.12.2018 Auditors Principal activities
Notes:
1. Subsidiaries and associates which are audited by PricewaterhouseCoopers PLT, Malaysia.
2. Subsidiaries and associates which are audited by member firms of PricewaterhouseCoopers International
Limited, which are separate and independent legal entities from PricewaterhouseCoopers PLT, Malaysia.
3. Subsidiaries, joint ventures and associates which are audited by firms other than member firms of
PricewaterhouseCoopers International Limited.
4. No legal requirement to appoint statutory auditors.
5. Subsidiaries which are exempted from having their financial statements audited in UK pursuant to
exemption available under section 480 of the UK Companies Act 2006.
+ Notwithstanding that the Group holds more than 50% equity interest in SD Plantation TNBES Renewable
Energy Sdn Bhd, the investment is classified as a joint venture (and not a subsidiary) as significant
decisions require unanimous consent from all its shareholders.
@
Yayasan Sime Darby is a company without share capital, limited by guarantee.
Annual Report 2019 PG. 362 – 363
(a) Sime Darby Plantation Investment (Liberia) Private Limited, a wholly-owned subsidiary of the Group, has on
15 January 2020, completed the disposal of its entire 100% equity interest in Sime Darby Plantation (Liberia)
Inc. (“SDP Liberia”) to Mano Palm Oil Industries Limited (“MPOI”) for a total cash consideration of USD1 plus
an earn-out payment to be determined by the average future crude palm oil (“CPO”) price and future CPO
production of SDP Liberia. The earn-out consideration will be payable quarterly over a period of eight years,
commencing from April 2023. The expected gain from the disposal is RM74 million, after taking into
consideration of the cost to sell.
(b) In January and February 2020, the Group has completed the land disposal for five of the signed Sale and
FINANCIAL STATEMENTS
Purchase Agreements (“SPA”), which form part of the planned disposal indicated in Note 33(a)(i) and
recognised a gain on land disposal of RM232.1 million, net of costs to sell and real property gain tax.
(c) On 11 March 2020, the World Health Organisation (WHO) has declared the outbreak of COVID-19 to be a
global pandemic. The Group is involved in the full spectrum of the value chain comprising upstream and
downstream operations across 16 countries and primarily operates in Malaysia, Indonesia, Papua New Guinea,
Solomon Islands, Netherlands, United Kingdom, Thailand and South Africa. In Malaysia, to contain the spread
of COVID-19, the Movement Control Order (MCO) had been imposed from 18 March to 12 May 2020. However
the Malaysian Government has relaxed the MCO on oil palm and rubber industry as these are industries
that provide essential services to the country. With this decision but subject to any state or territorial restrictions
which may be introduced from time to time, the Group’s estate, mill, rubber and refinery operations are
able to operate subject to conditions to certain operating conditions. The restriction in movement which
have been implemented in the various countries where the Group operates in has not curtailed all of its
7
operations. Additionally, the Group has implemented remote work arrangements to maintain certain operations,
such as financial reporting systems and monitoring of its operations at its various sites.
As a result of these effects, the Group has performed an assessment and carefully considered the potential
impact of COVID-19 on the Group’s and the Company’s operations and financials, which include amongst
others the slowing down of demand for oils, increasing risks on customers deferring or defaulting on
contracts, customers credit risks and volatility from foreign exchange fluctuations. Based on the assessment
and information available at the point of reporting, the Group’s operating results have been forecasted to
remain satisfactory and the cash flow position together with its undrawn facilities are adequate to meet
the Group’s requirements.
Overall at this stage, the impact on the Group’s business and results has been limited. Management will
however continue to monitor developments and will take the necessary corrective actions. The Group will
continue to run its operations in the best and safest way without jeopardising the health and safety of its
employees and abiding with all governmental policies and directives.
The financial statements have been approved for issue in accordance with a resolution of the Board of Directors
on 29 April 2020.
STATEMENT BY
DIREC TORS
Pursuant To Section 251(2) Of The Companies Act 2016
We, Tan Sri Dato’ A. Ghani Othman and Mohamad Helmy Othman Basha, two of the Directors of Sime Darby
Plantation Berhad, do hereby state that, in the opinion of the Directors, the financial statements set out on pages
191 to 363 are drawn up so as to give a true and fair view of the financial position of the Group and the Company
as at 31 December 2019 and of the financial performance of the Group and the Company for the financial year
ended on that date in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the requirements of the Companies Act 2016 in Malaysia.
Signed in accordance with a resolution of the Board of Directors dated 29 April 2020.
TAN SRI DATO’ A. GHANI OTHMAN MOHAMAD HELMY OTHMAN BASHA
DIRECTOR DIRECTOR
Selangor
29 April 2020
STATUTORY
DECL AR ATION
Pursuant To Section 251(1) Of The Companies Act 2016
I, Renaka Ramachandran, the Officer primarily responsible for the financial management of Sime Darby Plantation
Berhad, do solemnly and sincerely declare that the financial statements set out on pages 191 to 363 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.
RENAKA RAMACHANDRAN
OFFICER
Subscribed and solemnly declared by the abovenamed Renaka Ramachandran at Selangor, Malaysia on 29 April
2020.
Before me,
Our opinion
In our opinion, the financial statements of Sime Darby Plantation 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.
FINANCIAL STATEMENTS
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 191 to 363.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
7
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.
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.
Key audit matters How our audit addressed the key audit matters
Refer to Notes 13, 17(c), 20, 21, 33(c)(i) and 52(a) to the We reviewed the SPA entered into with MPOI to
financial statements. determine:
On 12 December 2019, the Group entered into a Sale i) the carrying amount of property, plant and
and Purchase Agreement (“SPA”) with Mano Palm Oil equipment, right-of-use assets, other assets and
Industries Limited (“MPOI”) to dispose of its entire 100% liabilities of SDP Liberia that will be transferred
equity interest in SDP Liberia for a total cash consideration to MPOI on completion of the disposal compared
of USD 1, inclusive of an earn-out payment by MPOI to with the consideration receivable to assess the
SDP, determined by the average future crude palm oil adequacy of the impairment made on these
(“CPO”) price and future CPO production of SDP Liberia. assets at the Group;
The earn-out consideration is payable quarterly over a
period of eight years, commencing from April 2023. The ii) the liabilities including other costs and obligations
disposal of SDP Liberia was completed subsequent to that will be assumed or payable by the Group
the financial year on 15 January 2020 upon fulfillment on and post disposal to ensure that these liabilities
of all conditions precedent. have been adequately accrued for and taken up
in the correct financial year; and
In accordance with MFRS 5 “Non-current Assets Held for
Sale and Discontinued Operations” (“MFRS 5”), SDP Liberia iii) the conditions precedent in determining the
has been classified as non-current assets held for sale completion date for SDP Liberia’s disposal had
and its results as discontinuing operations as the conditions been fulfilled as at 15 January 2020.
set out in MFRS 5 were met as at the financial year end.
Arising from the disposal of SDP Liberia, the impact to In addition, we determined the carrying amount of
the Group’s and to the Company’s results for the current the cost of investment in SDP Liberia including any
financial year ended 31 December 2019 is as follows: amount due from SDP Liberia which has been deemed
as capital contribution to ensure the adequacy of the
i) Impact to the Group impairment made at the Company.
Key audit matters How our audit addressed the key audit matters
Refer to Notes 24 (i) and 33(c)(ii) to the financial statements. We evaluated the reasonableness of the key
FINANCIAL STATEMENTS
assumptions used by management in the approved
The intangible assets of the Group’s consolidated financial cash flow projections by comparing the FFB yields
statements include goodwill of RM2,123.3 million which and CPO selling prices to historical results, forecasted
arose from the acquisition of NBPOL group during the commodity prices and industry data where appropriate.
financial year ended 30 June 2015. The goodwill was We had also agreed the projection period to the
partly allocated to PT Minamas Gemilang and its remaining lease terms for the respective CGUs.
subsidiaries (“Minamas Group”) cash generating units
(“CGUs”) as Minamas Group operations are expected We reviewed the Group’s approved disposal plans of
to benefit from the additional planting material synergies Verdant Bioscience Pte Ltd and the consideration of
arising from the acquisition of NBPOL and these synergies its impact on NBPOL’s goodwill allocated to Minamas
will not be impacted from the Group’s planned disposal Group, arising from the planting material synergies.
of Verdant Bioscience Pte Ltd.
We assessed the reliability of management’s cash flow 7
In accordance with the Group’s policy, the Group determines projections by comparing their previous years’ forecasted
whether goodwill is impaired on an annual basis. results against past trends of actual results. We checked
that the cash flow projections had been updated with
Management performed impairment assessments of the the previous financial period’s historical results.
two CGUs based on value-in-use (“VIU”) determined using
the discounted cash flow models, which was approved We involved our valuation experts to assess the
by the Directors. A range of sensitivity analysis was also discount rates used in determining the recoverable
performed by management. amounts of the respective CGUs and also determined
whether the change in the discount rates used as
We continue to focus on the recoverability of the carrying compared to the rates used in the previous financial
amount of goodwill in the two CGUs due to the significant period is reasonable.
amount and significant estimates involved in determining
the key assumptions used in deriving the recoverable We assessed the appropriateness of sensitivity analysis
amounts of the CGUs, i.e. projection period, FFB yields, performed by management, including the disclosures
CPO selling prices and the discount rates as disclosed of a reasonable possible change in the key assumptions
in Note 24 (i). and the corresponding effect on the respective
recoverable amounts by re-performing the sensitivity
Based on management’s assessments, no impairment analysis.
was required as the recoverable amounts exceeded
the carrying amount of goodwill in the two CGUs as at Based on the above procedures, we did not note any
31 December 2019. material exception to management’s assessment on
the recoverability of the Group’s carrying amount of
goodwill arising from the acquisition of NBPOL as at
31 December 2019.
INDEPENDENT AUDITORS’ REPORT
To The Members Of Sime Darby Plantation Berhad
(Incorporated In Malaysia) Registration No. 200401009263 (647766-V)
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 Directors’
Report and the remaining 2019 Annual Report of Sime Darby Plantation Berhad, 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.
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.
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.
Annual Report 2019 PG. 368 – 369
(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
FINANCIAL STATEMENTS
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.
7
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.
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 51 to the financial statements.
OTHER MATTERS
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.
Kuala Lumpur
29 April 2020
A D D I T I O N A L
IN F O R M AT I O N
372 Properties Of The Group
378 Analysis Of Shareholdings
381 Additional Compliance Information
387 Financial Calendar
388 Share Price Movement
389 Notice To Shareholders
(Under The Personal Data Protection Act 2010)
390 Notis Kepada Pemegang Saham
(Di Bawah Akta Perlindungan Data Peribadi 2010)
391 Notice To Proxies
(Under The Personal Data Protection Act 2010) (“Notice”)
392 Notis Kepada Proksi
(Di Bawah Akta Perlindungan Data Peribadi 2010) (“Notis”)
393 Global Reporting Initiative (GRI) Content Index
PROPERTIES OF
THE GROUP
As At 31 December 2019
UPSTREAM PROPERTIES
Malaysia
Kedah Darul Aman
Anak Kulim, Bukit Hijau, Bukit Freehold 18,885 1978-2006 14 Oil palm and 472
Selarong, Jentayu, Padang Buluh, rubber estates and
Somme, Sungai Dingin a palm oil mill
Bukit Hijau Leasehold 9 2006 – Rubber estate ^
expiring 2068
ADDITIONAL INFORMATION
mills
Leasehold 470 1982-1992 – Oil palm estates 3
expiring
2025-2071
Sabah
Binuang, Giram, Imam, Jeleta Bumi, Leasehold 53,654 1978-1983 12-33 Oil palm estates, 5 1,373
Kunak, Melalap, Merotai, Mostyn, expiring palm oil mills, a
Sandakan Bay, Sapong, Segaliud, 2020-2940 bulking plant and
Sentosa, Sungang, Table, Tiger, Tigowis, a research centre
Tingkayu, Tun Tan Siew Sin, Tunku
Sarawak
Bayu, Belian, Chartquest, Damai, Leasehold 47,280 1990-2004 16-24 Oil palm estates 789
Derawan, Dulang, Kelida, Lavang, expiring and 4 palm oil
Paroh, Pekaka, Rajawali, Rasan, Ruai, 2048-2082 mills
Sahua, Samudera, Semarak, Takau
Kalimantan – Central
Baras Danum, Batang Garing,Hatan Leasehold 59,116 2001-2018 11-22 Oil palm estates, 3 374
Tiring, Kawan Batu, Kuala Kuayan, expiring palm oil mills, a
Pemantang, Sapiri, Sekunyir, Seruyan, 2033-2034 bulking plant and
Sukamandang, Barito a kernel crushing
plant
Kalimantan – South
Angsana, Bakau, Bebunga, Betung, Leasehold 86,924 2001-2012 2-23 Oil palm estates, 8 1,254
Binturung, Gunung Aru, Gunung expiring palm oil mills, 2
Kemasan, Gunung Sari, Lanting, Laut 2032-2039 bulking plants and
Timur, Matalok, Mustika, Pantai Bonati, a kernel crushing
Pantai Timur, Pondok Labu, Rampa, plant
Randi, Rantau, Sangkoh, Sekayu,
Selabak, Sesulung, Sungai Cengal
Sulawesi – Central
Ungkaya Leasehold 4,712 2001-2011 7-24 Oil palm estate, a 76
expiring 2024 palm oil mill and a
bulking plant
Sumatera – Jambi
Panjang Leasehold 4,000 2001-2007 11 Oil palm estate 43
expiring 2038 and a palm oil mill
Sumatera – South
Bumi Ayu, Bukit Pinang, Karang Ringin, Leasehold 21,157 2001-2002 16-18 Oil palm estates 284
Mangun Jaya, Napal, Rantau Panjang, expiring and 2 palm oil
Sungai Jernih, Sungai Pinang 2033-2034 mills
Bangka Belitung Leasehold 10,045 2012 – Rubber estate –
expiring 2072
ADDITIONAL INFORMATION
Sumatera – North
Deli Serdang Leasehold 972 2015 – Rubber estate, oil 29
expiring 2023 palm nursery and
office building
Liberia
Bomi, Bong 1 & 2, Grand Cape Mount, Leasehold 220,000 2009 5-8 Oil palm and –
Gbarpolu, Lofa expiring 2072 rubber estates
8
Papua New Guinea
West New Britain, Morobe, Oro, Milne Leasehold 137,783 2018 2-46 Oil palm estates, a 3,695
Bay, New Ireland, Markham Valley expiring sugar cane,
2020-2107 plantation, grazing,
pasture, a refinery,
2 biogas plants, a
sugar factory, 11
palm oil mills, 5
kernel crushing
plants, and 2
abattoirs
Solomon Islands
Guadalcanal Leasehold 8,315 2015 3-13 Oil palm estates, a 323
expiring palm oil mills and
2043-2065 a kernel crushing
plant
Sarawak
Kawasan Perindustrian Kidurong, Leasehold 14 2004 5-11 Refinery and a 27
Bintulu expiring 2072 kernel crushing
plant
OVERSEAS
Indonesia
Desa Sei Taib, Kecamatan Pulau Laut, Leasehold 32 2014 4-5 Refinery 111
Kalimantan expiring 2044
Thailand
Sukhumvit Road, Bangkok Freehold – 1986-2011 11-30 Office buildings 6
Poochaosamingprai Road, Samut Freehold 5 1986 11-30 Refinery 43
Prakan
Yok Krabat-Laksi Road, Samut Sakhon Freehold – 1986 – Vacant land –
Tiwanon Road, Nonthaburi Freehold 13 2014 33-38 Crushing and 92
refining plant and
office building
The Netherlands
Lindtsedijk, Zwijndrecht Freehold 11 2002 5-87 Refinery and a 145
research centre
South Africa
Boksburg Leasehold 1 2004 7 Refinery ^
expiring 2019
Annual Report 2019 PG. 376 – 377
ADDITIONAL INFORMATION
expiring 2034 office building
GENERAL 8
Malaysia
Selangor Darul Ehsan
Plantation Tower, Oasis, Ara Damansara Freehold 2 2012 5 Office complex 221
No. of % of No. of % of
Size of Shareholdings Shareholders Shareholders Shares Held Issued Shares
No. of % of No. of % of
Classification of Shareholders Shareholders Shareholders Shares Held Issued Shares
DIRECTORS’ DIRECT AND INDIRECT INTERESTS IN THE COMPANY AND ITS RELATED CORPORATIONS
As disclosed in the Directors’ Report of the Financial Statements as set out on page 187, none of the Directors of
the Company has any interest, direct or indirect, in shares, or debentures of, the Company or in a related corporation.
Annual Report 2019 PG. 378 – 379
ADDITIONAL INFORMATION
3 Kumpulan Wang Persaraan (Diperbadankan) 395,448,652 5.74
4 Permodalan Nasional Berhad 223,147,723 3.24
5 Amanahraya Trustees Berhad 163,766,464 2.38
Amanah Saham Malaysia 2 – Wawasan
6 Amanahraya Trustees Berhad 152,621,454 2.22
Amanah Saham Malaysia
7 Amanahraya Trustees Berhad 94,041,237 1.37
Amanah Saham Bumiputera 2
8 Amanahraya Trustees Berhad 87,450,437 1.27
Amanah Saham Malaysia 3
9 HSBC Nominees (Asing) Sdn Bhd 64,598,669 0.94
JPMCB NA for Vanguard Total International Stock Index Fund 8
10 Citigroup Nominees (Tempatan) Sdn Bhd 62,692,649 0.91
Great Eastern Life Assurance (Malaysia) Berhad (PAR 1)
11 Citigroup Nominees (Tempatan) Sdn Bhd 59,363,900 0.86
Urusharta Jamaah Sdn Bhd (1)
12 Amanahraya Trustees Berhad 53,650,000 0.78
Amanah Saham Bumiputera 3 – Didik
13 HSBC Nominees (Asing) Sdn Bhd 52,741,479 0.77
JPMCB NA for Vanguard Emerging Markets Stock Index Fund
14 Cartaban Nominees (Tempatan) Sdn Bhd 47,209,527 0.69
PAMB for Prulink Equity Fund
15 Maybank Nominees (Tempatan) Sdn Bhd 47,000,000 0.68
Maybank Trustees Berhad for Public Ittikal Fund (N14011970240)
16 Cartaban Nominees (Asing) Sdn Bhd 40,772,728 0.59
Exempt AN for State Street Bank & Trust Company (WEST CLT OD67)
17 Citigroup Nominees (Tempatan) Sdn Bhd 40,462,700 0.59
Employees Provident Fund Board (Nomura)
18 Maybank Nominees (Tempatan) Sdn Bhd 33,346,216 0.48
Maybank Trustees Berhad for Public Regular Savings Fund (N14011940100)
19 Citigroup Nominees (Tempatan) Sdn Bhd 32,367,345 0.47
Exempt AN for AIA Bhd
20 Amanahraya Trustees Berhad 26,127,863 0.38
Public Islamic Dividend Fund
21 Citigroup Nominees (Tempatan) Sdn Bhd 21,978,402 0.32
Great Eastern Life Assurance (Malaysia) Berhad (PAR 3)
A N A LY S I S O F S H A R E H O L D I N G S
As At 2 April 2020
No. of
No. of Shares Held
Shares Held % of (Indirect/ % of
(Direct Issued Deemed Issued
No. Name of Substantial Shareholder Interest) Shares Interest) Shares
ADDITIONAL COMPLIANCE
INFORMATION
Information pertaining to Sime Darby Plantation Berhad (SDP or Company) and Group for the financial year under
review is as follows:
There was no proceed raised from corporate proposals during the financial year ended 31 December 2019.
ADDITIONAL INFORMATION
(i) The amount of audit fees paid or payable to the external auditors, Messrs PricewaterhouseCoopers PLT (PwC),
for services rendered to the Group and the Company for the financial year ended 31 December 2019 amounted
to RM10,272 million and RM1.521 million, respectively.
(ii) The amount of non-audit fees paid or payable to the external auditors, PwC, and their affiliated companies for
services rendered to the Group and the Company for the financial year ended 31 December 2019 amounted to
RM2.035 million and RM0.318 million, respectively.
There was no material contract entered into by the Company and its subsidiaries involving interests of Directors and
Major Shareholders during the financial year ended 31 December 2019.
At the Sixteenth Annual General Meeting (AGM) held on 23 May 2019, the Company obtained a general mandate
from its shareholders for recurrent related party transactions (RRPT) of a revenue or trading nature, to be entered
into by the Company and/or its subsidiaries (RRPT Mandate).
The RRPT Mandate is valid until the conclusion of the forthcoming Seventeenth AGM of the Company.
The Group proposes to seek a renewal of the existing RRPT Mandate at its forthcoming Seventeenth AGM. The
renewal of the existing RRPT Mandate, if approved by the shareholders, will be valid until the conclusion of the
Company’s next AGM. Details of the RRPT Mandate being sought are provided in the Circular to Shareholders to be
uploaded together with the Notice of AGM.
A D D I T I O N A L C O M P L I A N C E I N F O R M AT I O N
Pursuant to Paragraph 10.09(2)(b) and Paragraph 3.1.5 of Practice Note 12 of the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad, details of the RRPT of a revenue or trading nature entered into during the
financial year ended 31 December 2019 by the Company and/or its subsidiaries were as follows:
Value of
Transaction
Company Transacting Party Nature of Transactions (RM’million)
3. SDP and Group DXC Technology Global Receipt of centralised operational 27.1
Services Centre (DXC support, i.e. payroll, accounting and
Technology) (fka Sime information technology processing,
Darby Global Services and other administration services.
Centre Sdn Bhd)
4. SDP and its following Sime Darby Auto Purchase of motor vehicles and 0.9
subsidiaries: ConneXion Sdn Bhd charges for vehicle maintenance
Sime Darby Sime Darby Auto services on an ad hoc basis.
Plantation (Sabah) Hyundai Sdn Bhd
Sdn Bhd (SDP
Sabah)
Sime Darby
Plantation Sarawak
Sdn Bhd (SDP
Sarawak)
Annual Report 2019 PG. 382 – 383
Value of
Transaction
Company Transacting Party Nature of Transactions (RM’million)
ADDITIONAL INFORMATION
Sdn Bhd (SDP
Research)
(fka Sime Darby
Research Sdn Bhd)
Sime Darby
Plantation Seeds &
Agricultural Services
Sdn Bhd (SDP SAS)
(fka Sime Darby
Seeds & Agricultural
Services Sdn Bhd)
Sime Darby
Plantation Agri-Bio
Sdn Bhd
(fka Sime Darby
8
Agri-Bio Sdn Bhd)
Sime Darby
Plantation
Technology Centre
Sdn Bhd (SDP TC)
(fka Sime Darby
Technology Centre
Sdn Bhd)
The China Engineers
(Malaysia) Sdn Bhd
(TCEM)
Wangsa Mujur Sdn
Bhd (WMSB)
5. SDP and its following Sime Darby Rent-A-Car Car leasing charges payable on an ad 2.1
subsidiaries: Sdn Bhd hoc basis.
SDP Sabah
SDP Sarawak
SDP TC
Sime Darby
Plantation Biotech
Lab Sdn Bhd (fka
Sime Darby Biotech
Laboratories Sdn
Bhd)
A D D I T I O N A L C O M P L I A N C E I N F O R M AT I O N
Value of
Transaction
Company Transacting Party Nature of Transactions (RM’million)
6. SDP and its following Kubota Malaysia Purchase of heavy equipment and 27.1
subsidiaries: Sdn Bhd spare parts, and receipt of
SDP Sabah (fka Sime Kubota Sdn maintenance services on an ad hoc
SDP Sarawak Bhd) (Kubota) basis.
SDP Research Hastings Deering (PNG)
SDP SAS Limited
SDP TC Hastings Deering
TCEM (Solomon Islands)
WMSB Limited
Guthrie Industries Sime Darby Industrial
Malaysia Sendirian Sdn Bhd
Berhad
Chartquest Sdn Bhd Kubota ceased to be a
New Britain Palm Oil related party effective
Limited from 1 April 2019.
Sanguine (Malaysia)
Sdn Bhd (Sanguine)
Transactions with Sime Darby Property Berhad (SD Property) and its subsidiaries
8. SDP Sime Darby Property (City Rental income from the tenancy of 0.5
of Elmina) Sdn Bhd quarry land of 80.14 hectares of Tanah
(fka Sime Darby Elmina Merah Estate located at Mukim Jimah,
Development Sdn Bhd) District of Port Dickson, Negeri
Sembilan for a term of 30 years from
SDP terminated the 1 January 1995 until 31 December
tenancy of Tanah Merah 2024.
quarry land with effect
from December 2019. The rental income is receivable on an
annual basis.
Annual Report 2019 PG. 384 – 385
Value of
Transaction
Company Transacting Party Nature of Transactions (RM’million)
Transactions with Sime Darby Property Berhad (SD Property) and its subsidiaries (Continued)
9. SDP and its following Sime Darby Property Rental expenses from leasing of the 5.5
subsidiaries: (Ampar Tenang) Sdn following agricultural lands:
Sime Darby Bhd (fka Sime Darby (i) Six (6) tenancy agreements for a
Plantation Latex Sdn Ampar Tenang Sdn term of two (2) years from 1 July
ADDITIONAL INFORMATION
Bhd Bhd) 2017 with an option to renew for
(fka Sime Darby Sime Darby Property a further term of one (1) year in
Latex Sdn Bhd) (Bukit Selarong) Sdn respect of:
SDP Sabah Bhd
Sime Darby Property (a) 95 hectares of Bukit
Sanguine Kerayong Estate located at
(Nilai) Sdn Bhd
Sime Darby Property Mukim Kapar, Klang,
(Sabah) Sdn Bhd Selangor
(fka Sime Darby (b) 120 hectares of Sua Betong
Properties (Sabah) Sdn Estate located at Mukim Si
Bhd) Rusa, Port Dickson, Negeri
Sime Darby Property Sembilan
(Lukut) Sdn Bhd
(c) 61 hectares of Mostyn Estate
(fka Sime Darby Lukut
located at Mukim Kunak,
Development Sdn Bhd)
Tawau, Sabah
8
Sime Darby Property
(Nilai Realty) Sdn Bhd (d) 20 hectares of Bukit Selarong
(fka Sime Darby Estate located at Mukim
Properties Realty Sdn Naga Lilit, Kulim, Kedah
Bhd) (e) 371 hectares of Padang
Sime Darby Property Buluh Estate located at
(Lembah Acob) Sdn Mukim Bandar Gurun, Kuala
Bhd Muda, Kedah
Sime Darby Property
(f) 138.76 hectares of Lanadron
(Utara) Sdn Bhd
Estate located at Mukim
Sime Darby Property
Jorak, Muar, Johor
(Pagoh) Sdn Bhd
(fka Sime Darby Pagoh (ii) Three (3) tenancy agreements for
Development Sdn Bhd) a term of two (2) years from 1
November 2017 with an option to
renew for a further term of one
(1) year in respect of:
(a) 121 hectares of Bukit
Selarong Estate located at
Mukim Padang Meha, Kulim,
Kedah
(b) 495 hectares of Bukit Lagong
Estate located at Mukim
Rawang, Gombak, Selangor
(c) 206.59 hectares of New Labu
Estate located at Mukim
Labu, Nilai, Negeri Sembilan
(iii) A tenancy agreement for a term
of two (2) years from 1 January
2018 with an option to renew for
a further term of one (1) year for
269.5 hectares of Labu Estate
located at Mukim Dengkil,
Sepang, Selangor.
A D D I T I O N A L C O M P L I A N C E I N F O R M AT I O N
Value of
Transaction
Company Transacting Party Nature of Transactions (RM’million)
10. SDP Yayasan Sime Darby Rental income from office space 0.4
located at Level 2, Block C, Plantation
Tower for a period of 12 months
commencing 1 July 2018 with an
option to extend for a further three (3)
years.
11. SDP UMW Toyota Motor Sdn Purchases of motor vehicles. 0.8
Bhd
Notes:
1 SDP, SDB and SD Property are the registered corporate members of Yayasan Sime Darby, a company limited by guarantee.
2 AmanahRaya Trustees Berhad – Amanah Saham Bumiputera (ASB) is a major shareholder of SDP with 45.19% direct equity interest
in SDP as at 2 April 2020 and is deemed interested in the Recurrent Related Party Transactions (Interested Major Shareholder). ASB
is also a Major Shareholder of SDB and SD Property with 43.96% direct equity interest in SDB and 41.20% direct equity interest in
SD Property, as at 2 April 2019. ASB is also a Major Shareholder of UMWH, holding 41.14% direct equity interest as at 2 April 2019.
Annual Report 2019 PG. 386 – 387
FINANCIAL
CALENDAR
For The Financial Year Ended 31 December 2019
DIVIDEND
ADDITIONAL INFORMATION
Notice Date Entitlement Date Payment Date
8
SHARE PRICE
MOVEMENT
For The Financial Year Ended 31 December 2019
7 140
6 120
5 100
4 80
3 60
2 40
1 20
0 0
Jan’19 Feb’19 Mar’19 Apr’19 May’19 Jun’19 Jul’19 Aug’19 Sep’19 Oct’19 Nov’19 Dec’19
Volume Traded
Highest (RM) Lowest (RM)
(Million Share) (RHS)
Jan’19 Feb’19 Mar’19 Apr’19 May’19 Jun’19 Jul’19 Aug’19 Sep’19 Oct’19 Nov’19 Dec’19
Highest (RM) 5.18 5.28 5.15 5.17 5.14 5.00 4.90 4.98 4.93 4.91 5.15 5.56
Lowest (RM) 4.55 5.09 5.02 5.02 4.53 4.55 4.61 4.42 4.73 4.60 4.91 5.07
Volume Traded
(Million Shares) 73.70 52.25 46.95 45.32 101.37 93.10 40.32 59.04 44.70 42.02 127.34 109.50
(RHS)
Annual Report 2019 PG. 388 – 389
NOTICE TO
SHAREHOLDERS
(Under The Personal Data Protection Act 2010) (“Notice”)
Sime Darby Plantation Berhad (“SDP” or “we” or “us” or To this end, we are committed to ensuring the
“our”) strives to protect your personal data in accordance confidentiality, protection, security and accuracy of your
with the Personal Data Protection Act 2010 (“the Act”). personal data made available to us. It is your obligation
The Act was enacted to regulate the processing of personal to ensure that all personal data submitted to us and
data. To comply with the Act, we are required to manage retained by us are accurate, not misleading, updated and
the personal data that we collect from you relating to complete in all aspects. For the avoidance of doubt, we
your shareholding in SDP. and/or the Group and/or our or their employees or
authorised officers or agents will not be responsible for
The purposes for which your personal data may be used any personal data submitted by you to us that is inaccurate,
are, but not limited to: misleading, not up to date and incomplete.
ADDITIONAL INFORMATION
Internal record keeping including but not limited to Further, we request you to procure the consent of third
the registration and management of your shareholding parties including, but not limited to your proxy(ies) whose
in SDP personal data is made available by you to us and you
To provide services to you hereby agree to use your best endeavours to do so.
To communicate with you as a shareholder of SDP
To better understand your needs as a shareholder of You may at any time after the submission of your personal
SDP data to us, request for information relating to your personal
For security and fraud prevention purposes data by contacting our share registrar Tricor Investor &
For the purposes of statistical analysis of data Issuing House Services Sdn Bhd if you wish to enquire
For marketing activities about any aspects of share registration matters:
For the purposes of our corporate governance
To send you event invitations based on selected events Tricor Investor & Issuing House Services Sdn Bhd
To comply with any legal, statutory and/or regulatory Unit 32-01, Level 32, Tower A
requirements Vertical Business Suite
For the purposes of inclusion in media engagements Avenue 3, Bangsar South
and/or any relevant or related events No. 8, Jalan Kerinchi
For the purposes of us preparing guest invitations, 59200 Kuala Lumpur. 8
registration and/or sign-ups for our events
For the purposes of printed and online publications Attention : Ms Lim Lay Kiow, Senior Manager
Tel : 03-2783 9299
(collectively, “the Purposes”) e-mail : lay.kiow.lim@my.tricorglobal.com
Your personal data is or will be collected from information In addition, you may request for access to your personal
provided by you, including but not limited to, postal, data by contacting your broker or alternatively Tricor
facsimile, telephone, and e-mail communications with or Investor & Issuing House Services Sdn Bhd as shown
from you, and information provided by third-parties, including above if:
but not limited to, Bursa Malaysia Berhad and any other
stock exchange, and your stockbrokers and remisiers. you require access, wish to limit access and/or make
any corrections and/or updates to your personal data
You may be required to supply us with your name, identity subject to such request for access, limitation, correction
card/passport number, correspondence address, telephone and/or updates not being refused under the provisions
number, facsimile number and email address. of the Act and/or existing laws; or
you wish to enquire about your personal data.
If you fail to supply us with such personal data, we may
not be able to process and/or disclose your personal data Any personal data retained by us shall be destroyed and/
for any of the Purposes. or deleted from our records and system in accordance
with our retention policy in the event such data is no
Please be informed that your personal data may be longer required for the said Purposes.
disclosed, disseminated and/or transferred to companies
within the SDP group of companies (including the holding In the event of any inconsistency between the English
company, subsidiaries, related and affiliated companies, version and the Bahasa Malaysia version of this Notice,
both local and international), whether present or future the English version shall prevail over the Bahasa Malaysia
(collectively, “the Group”) or to any third-party organisations version.
or persons for the purpose of fulfilling our obligations to
you in respect of the Purposes and all such other purposes We shall process your personal data for the Purposes as
that are related to the Purposes and also in providing set out above, on the basis that you have consented to
integrated services, maintaining and storing records our processing of your personal data in accordance with
including but not limited to the share registrar(s) appointed this Notice until we receive a notification from you with
by us to manage the registration of shareholders. regards to this Notice, and you hereby declare that you
have read, understood and accepted the statements and
The processing, disclosure, dissemination and/or transfer terms herein. SDP reserves the right to change and/or
of your personal data by us and/or the Group and/or amend this Notice from time to time.
third-party organisations or persons may result in your
personal data being transferred outside of Malaysia.
NOTIS KEPADA
PEMEGANG SAHAM
(Di Bawah Akta Perlindungan Data Peribadi 2010) (“Notis”)
Sime Darby Plantation Berhad (“SDP” atau “kami”) Pemprosesan, pendedahan, penyebaran dan/atau
bermatlamat untuk melindungi data peribadi anda selaras pemindahan data peribadi anda oleh kami dan/atau
dengan Akta Perlindungan Data Peribadi 2010 (“Akta”). Kumpulan dan/atau organisasi atau individu pihak ketiga
Akta tersebut digubal untuk mengawal selia pemprosesan mungkin akan mengakibatkan data peribadi anda
data peribadi. Bagi mematuhi Akta tersebut, kami perlu dipindahkan ke luar Malaysia.
menguruskan data peribadi yang kami kumpulkan daripada
anda berkenaan dengan pegangan saham anda di SDP. Untuk tujuan ini, kami komited untuk memastikan
kerahsiaan, perlindungan, keselamatan dan ketepatan data
Tujuan penggunaan data peribadi anda adalah untuk, peribadi anda yang diberikan kepada kami. Anda
tetapi tidak terhad kepada: bertanggungjawab untuk memastikan bahawa semua
data peribadi yang anda berikan kepada kami dan yang
Penyimpanan rekod dalaman termasuk, tetapi tidak disimpan oleh kami adalah tepat, tidak mengelirukan,
terhad kepada, pendaftaran dan pengurusan pegangan terkini dan lengkap dalam semua aspek. Bagi mengelakkan
saham anda di SDP keraguan, kami dan/atau Kumpulan dan/atau pekerja atau
Untuk memberikan perkhidmatan kepada anda pegawai yang diberi kuasa atau ejen kami tidak akan
Untuk berkomunikasi dengan anda sebagai pemegang bertanggungjawab untuk apa-apa data peribadi yang
saham SDP diberikan oleh anda kepada kami yang tidak tepat,
Untuk lebih memahami keperluan anda sebagai mengelirukan, bukan terkini dan tidak lengkap.
pemegang saham SDP
Bagi maksud-maksud keselamatan dan pencegahan Selanjutnya, kami meminta anda untuk mendapatkan
penipuan persetujuan pihak ketiga, termasuk tetapi tidak terhad
Bagi maksud analisis statistik data kepada proksi yang data peribadinya telah diberikan oleh
Untuk aktiviti-aktiviti pemasaran anda kepada kami dan anda dengan ini bersetuju untuk
Bagi maksud tadbir urus korporat kami menggunakan usaha terbaik anda untuk berbuat demikian.
Untuk menghantar undangan-undangan ke acara-acara
terpilih Anda boleh pada bila-bila masa selepas penyerahan data
Untuk mematuhi sebarang keperluan undang-undang, peribadi anda kepada kami, mengemukakan permintaan
statutori, dan peraturan untuk mengakses data peribadi anda dengan menghubungi
Bagi maksud penyertaan dalam penglibatan media pendaftar saham kami Tricor Investor & Issuing House Services
dan/atau apa-apa acara yang relevan atau yang berkaitan Sdn Bhd jika anda ingin membuat sebarang pertanyaan
Bagi maksud untuk kami menyediakan jemputan berkenaan dengan aspek-aspek pendaftaran saham:
tetamu, pendaftaran dan/atau kemasukan untuk acara-
acara kami Tricor Investor & Issuing House Services Sdn Bhd
Bagi maksud penerbitan bercetak dan penerbitan Unit 32-01, Aras 32, Tower A
dalam talian kami Vertical Business Suite, Avenue 3, Bangsar South
No. 8, Jalan Kerinchi, 59200 Kuala Lumpur.
(secara kolektif dirujuk sebagai, “Tujuan-Tujuan tersebut”).
Untuk perhatian : Puan Lim Lay Kiow, Pengurus Kanan
Data peribadi anda adalah data yang sedang atau yang No.Tel : 03-2783 9299
akan dikumpulkan daripada maklumat yang diberikan e-mel : lay.kiow.lim@my.tricorglobal.com
oleh anda, termasuk tetapi tidak terhad kepada, komunikasi-
komunikasi dengan anda atau daripada anda melalui pos, Anda juga boleh membuat permintaan untuk mengakses
faksimili, telefon, dan e-mel serta maklumat yang diberikan data peribadi anda dengan menghubungi broker anda
oleh pihak ketiga, termasuk tetapi tidak terhad kepada, atau secara alternatif Tricor Investor & Issuing House Services
Bursa Malaysia Berhad dan mana-mana bursa saham lain, Sdn Bhd seperti yang tersebut di atas jika:
broker saham dan remisier anda.
anda memerlukan akses, menyekat akses, meminda
Anda mungkin diminta untuk memberikan kepada kami dan/atau mengemas kini data peribadi anda, tertakluk
nama, nombor kad pengenalan/pasport, alamat surat- kepada syarat bahawa permintaan untuk akses, sekatan,
menyurat, nombor telefon, nombor faksimili dan alamat pindaan dan/atau kemas kini tersebut tidak ditolak di
emel anda. bawah peruntukan Akta dan/atau undang-undang yang
sedia ada; atau
Jika anda gagal membekalkan kepada kami data peribadi anda ingin membuat pertanyaan mengenai data
tersebut, kami tidak akan dapat memproses dan/atau peribadi anda.
mendedahkan data peribadi anda untuk Tujuan-Tujuan
tersebut. Data peribadi anda yang disimpan oleh kami akan
dimusnahkan dan/atau dipadamkan daripada rekod dan
Sila ambil maklum bahawa data peribadi anda boleh sistem kami mengikut polisi penyimpanan kami sekiranya
didedahkan, disebarkan dan/atau dipindahkan kepada data tersebut tidak lagi diperlukan bagi Tujuan-Tujuan
syarikat-syarikat di dalam kumpulan syarikat SDP (termasuk tersebut.
syarikat induk, anak-anak syarikat, syarikat-syarikat berkaitan
dan bersekutu tempatan dan antarabangsa), sama ada Sekiranya terdapat sebarang percanggahan atau konflik
pada masa kini atau masa hadapan (secara kolektif, antara versi Bahasa Inggeris dan versi Bahasa Malaysia
“Kumpulan”), atau kepada mana-mana organisasi atau Notis ini, versi Bahasa Inggeris akan digunapakai.
individu pihak ketiga bagi maksud memenuhi
tanggungjawab kami kepada anda untuk melaksanakan Kami akan memproses data peribadi anda untuk Tujuan-
Tujuan-Tujuan tersebut dan apa sahaja tujuan lain yang Tujuan tersebut, atas dasar bahawa anda telah bersetuju
berkaitan dengan Tujuan-Tujuan tersebut, serta dalam untuk membenarkan kami memproses data peribadi anda
menyediakan perkhidmatan-perkhidmatan bersepadu, mengikut Notis ini sehingga kami menerima pemberitahuan
menyelenggara dan menyimpan rekod-rekod oleh, termasuk daripada anda berkenaan Notis ini dan anda dengan ini
tetapi tidak terhad kepada, pendaftar saham atau pendaftar- mengakui bahawa anda telah membaca, memahami dan
pendaftar saham yang dilantik oleh kami bagi menguruskan menerima pernyataan-pernyataan dan terma-terma di
pendaftaran pemegang saham. dalam Notis ini. SDP berhak mengubah dan/atau meminda
Notis ini dari semasa ke semasa.
Annual Report 2019 PG. 390 – 391
NOTICE TO
PROXIES
(Under The Personal Data Protection Act 2010) (“Notice”)
Sime Darby Plantation Berhad (“SDP” or “we” or “us” or Further, we request you to procure the consent of third-
“our”) strives to protect your personal data in accordance parties whose personal data is made available by you
with the Personal Data Protection Act 2010 (“the Act”). to us and you hereby agree to use your best endeavours
The Act was enacted to regulate the processing of personal to do so.
data. To comply with the Act, we are required to manage
the personal data that we collect from you relating to You may at any time after the submission of your personal
your acting as a proxy for a shareholder in SDP. data to us, request for access to your personal data from
Tricor Investor & Issuing House Services Sdn Bhd if:
The purposes for which your personal data may be used
are, but not limited to: you require access, wish to limit access and/or make
any corrections and/or updates to your personal data
ADDITIONAL INFORMATION
Internal record keeping including but not limited to subject to such request for access, limitation, correction
the registration of attendance at the general meeting(s) and/or updates not being refused under the provisions
To communicate with you as a proxy for a shareholder of the Act and/or existing laws; or
of SDP you wish to enquire about your personal data.
For security and fraud prevention purposes
For the purposes of statistical analysis of data Tricor Investor & Issuing House Services Sdn Bhd
For the purposes of our corporate governance
To comply with any legal, statutory and/or regulatory Unit 32-01, Level 32, Tower A
requirements 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 : 03-2783 9299
from you, and information provided by third-parties, including
but not limited to, Bursa Malaysia Berhad and any other
e-mail : lay.kiow.lim@my.tricorglobal.com
8
stock exchange, and your stockbrokers and remisiers. Any personal data retained by us shall be destroyed and/
or deleted from our records and system in accordance
You may be required to supply us with your name, identity with our retention policy in the event such data is no
card/passport number and correspondence address. longer required for the said Purposes.
If you fail to supply us with such personal data, we may In the event of any inconsistency between the English
not be able to process and/or disclose your personal data version and the Bahasa Malaysia version of this Notice,
for any of the Purposes. the English version shall prevail over the Bahasa Malaysia
version.
Please be informed that your personal data may be
disclosed, disseminated and/or transferred to companies We shall process your personal data for the Purposes as
within the SDP group of companies (including the holding set out above, on the basis that you have consented to
company, subsidiaries, related and affiliated companies, our processing of your personal data in accordance with
both local and international), whether present or future this notice until we receive a notification from you with
(collectively, “the Group”) or to any third-party organisations regards to this Notice, and you hereby declare that you
or persons for the purpose of fulfilling our obligations to have read, understood and accepted the statements and
you in respect of the Purposes and all such other purposes terms herein. SDP reserves the right to change and/or
that are related to the Purposes and also in providing
amend this Notice from time to time.
integrated services, maintaining and storing records
including but not limited to the share registrar(s) appointed
by us to manage the registration of shareholders.
Sime Darby Plantation Berhad (“SDP” atau “kami”) Untuk tujuan ini, kami komited untuk memastikan
bermatlamat untuk melindungi data peribadi anda selaras kerahsiaan, perlindungan, keselamatan dan ketepatan
dengan Akta Perlindungan Data Peribadi 2010 (“Akta”). data peribadi anda yang diberikan kepada kami. Anda
Akta tersebut digubal untuk mengawal selia pemprosesan bertanggungjawab untuk memastikan bahawa semua
data peribadi. Bagi mematuhi Akta tersebut, kami perlu data peribadi yang anda berikan kepada kami dan yang
menguruskan data peribadi yang kami kumpulkan daripada disimpan oleh kami adalah tepat, tidak mengelirukan,
anda yang berkait dengan perwakilan anda sebagai proksi terkini dan lengkap dalam semua aspek. Bagi mengelakkan
untuk pemegang saham SDP. keraguan, kami dan/atau Kumpulan dan/atau pekerja
atau pegawai yang diberi kuasa atau ejen kami tidak
Data peribadi anda adalah untuk, tetapi tidak terhad akan bertanggungjawab untuk apa-apa data peribadi
kepada tujuan-tujuan berikut: yang diberikan oleh anda kepada kami yang tidak tepat,
mengelirukan, bukan terkini dan tidak lengkap.
Penyimpanan rekod dalaman termasuk, tetapi tidak
terhad kepada, pendaftaran kehadiran di mesyuarat
Selanjutnya, kami meminta anda untuk mendapatkan
atau mesyuarat-mesyuarat agung
persetujuan pihak ketiga yang data peribadinya telah
Untuk berkomunikasi dengan anda sebagai proksi
diberikan oleh anda kepada kami dan anda dengan ini
kepada pemegang saham SDP
bersetuju untuk menggunakan usaha terbaik anda untuk
Bagi maksud-maksud keselamatan dan pencegahan
berbuat demikian.
penipuan
Bagi maksud analisis statistik data
Anda boleh pada bila-bila masa selepas penyerahan data
Bagi maksud tadbir urus korporat kami
peribadi ini mengemukakan permintaan untuk mengakses
Untuk mematuhi sebarang keperluan undang-undang,
data peribadi anda daripada Tricor Investor & Issuing
statutori, dan/atau peraturan
House Services Sdn Bhd jika:
(secara kolektif dirujuk sebagai, “Tujuan-Tujuan tersebut”). anda memerlukan akses, menyekat akses, meminda
dan/atau mengemaskini data peribadi anda, tertakluk
Data peribadi anda adalah data yang sedang atau yang kepada syarat bahawa permintaan untuk akses, sekatan,
akan dikumpulkan daripada maklumat yang diberikan pindaan dan/atau kemaskini tersebut tidak ditolak di
oleh anda, termasuk tetapi tidak terhad kepada, komunikasi- bawah peruntukan Akta dan/atau undang-undang
komunikasi dengan anda atau daripada anda melaui pos, yang sedia ada; atau
faksimili, telefon, dan e-mel serta maklumat yang diberikan anda ingin membuat pertanyaan mengenai data
oleh pihak ketiga, termasuk tetapi tidak terhad kepada, peribadi anda.
Bursa Malaysia Berhad dan mana-mana bursa saham lain,
broker saham dan remisier anda. Tricor Investor & Issuing House Services Sdn Bhd
Unit 32-01, Aras 32, Tower A
Anda mungkin diminta untuk memberikan kepada kami Vertical Business Suite, Avenue 3, Bangsar South
nama, nombor kad pengenalan/pasport dan alamat surat- No. 8, Jalan Kerinchi, 59200 Kuala Lumpur.
menyurat anda.
Untuk perhatian : Puan Lim Lay Kiow, Pengurus Kanan
Jika anda gagal membekalkan kepada kami data peribadi No.Tel : 03-2783 9299
tersebut, kami tidak akan dapat memproses dan/atau e-mel : lay.kiow.lim@my.tricorglobal.com
mendedahkan data peribadi anda untuk Tujuan-Tujuan
tersebut. Data peribadi anda yang disimpan oleh kami akan
dimusnahkan dan/atau dipadamkan daripada rekod dan
Sila ambil maklum bahawa data peribadi anda boleh sistem kami mengikut polisi penyimpanan kami sekiranya
didedahkan, disebarkan dan/atau dipindahkan kepada data tersebut tidak lagi diperlukan bagi Tujuan-Tujuan
syarikat-syarikat di dalam kumpulan syarikat SDP (termasuk tersebut.
syarikat induk, anak-anak syarikat, syarikat-syarikat berkaitan
dan bersekutu tempatan dan antarabangsa), sama ada Sekiranya terdapat sebarang percanggahan atau konflik
pada masa kini atau masa hadapan (secara kolektif, antara versi Bahasa Inggeris dan versi Bahasa Malaysia
“Kumpulan”), atau kepada mana-mana organisasi atau Notis ini, versi Bahasa Inggeris akan digunapakai.
individu pihak ketiga bagi maksud memenuhi
tanggungjawab kami kepada anda untuk melaksanakan Kami akan memproses data peribadi anda untuk Tujuan-
Tujuan-Tujuan tersebut dan apa sahaja tujuan lain yang Tujuan tersebut atas dasar bahawa anda telah bersetuju
berkaitan dengan Tujuan-Tujuan tersebut, serta dalam untuk membenarkan kami memproses data peribadi
menyediakan perkhidmatan-perkhidmatan bersepadu, anda mengikut Notis ini sehingga kami menerima
menyelenggara dan menyimpan rekod-rekod oleh, pemberitahuan daripada anda berkenaan Notis ini dan
termasuk tetapi tidak terhad kepada, pendaftar saham anda dengan ini mengakui bahawa anda telah membaca,
atau pendaftar-pendaftar saham yang dilantik oleh kami memahami dan menerima pernyataan-pernyataan dan
bagi menguruskan pendaftaran pemegang saham. terma-terma di dalam Notis ini. SDP berhak untuk
mengubah dan/atau meminda Notis ini dari semasa ke
Pemprosesan, pendedahan, penyebaran dan/atau semasa.
pemindahan data peribadi anda oleh kami dan/atau
Kumpulan dan/atau organisasi atau individu pihak ketiga
mungkin akan mengakibatkan data peribadi anda
dipindahkan ke luar Malaysia.
Annual Report 2019 PG. 392 – 393
The Global Reporting Initiative (GRI) is a multi-stakeholder standard for sustainability reporting, providing guidance on
determining report content and indicators. Sime Darby Plantation Berhad Annual Report has been prepared in
accordance with the GRI Standards: Core option. The following summary table details the location of specific disclosures
throughout this report and its supplementary Sustainability Report. It also includes additional supporting commentary
and reasons for the omission of data, where relevant. For further details, please visit www.simedarbyplantation.com.
ADDITIONAL INFORMATION
Disclosure Page or reason for omission
Organisational Profile
102-1 Name of organisation Sime Darby Plantation Berhad (SDP)
102-2 Activities, brands, products, and services Who We Are (12-13)
What We Do (14-15)
102-3 Location of headquarters Our Corporate Information (19)
102-4 Location of operations What We Do (14-15)
Our Global Presence (16-17)
102-5 Ownership and legal form Our Corporate Information (19)
102-6 Markets served What We Do (14-15)
Our Global Presence (16-17)
Our Value Creation Model (44-45) 8
102-7 Scale of the organisation Who We Are (12-13)
Our Global Presence (16-17)
Our Financial Highlights (18)
Group Financial Review (54-60)
5-Year Financial Highlights (61)
102-8 Information on employees and other Sustainability Report 2019 – Our Commitment to
workers Human Rights and Decent Work (69), Where We are in
Numbers (90-91)
102-9 Supply chain What We Do (14-15)
Our Global Presence (16-17)
Our Value Creation Model (44-45)
Our Performance by Sector: Upstream (62)
Our Performance by Sector: Downstream (70)
Supporting Smallholders (97)
102-10 Significant changes to the organisation and Chairman’s Message (26-27)
its supply chain Group Managing Director’s Review (34-35)
Group Financial Review (54-60)
Corporate Governance Overview Statement (145)
102-11 Precautionary Principle or approach Chairman’s Message (27)
Statement on Risk Management and Internal Control
(176-177)
102-12 External initiatives About Our Report (4-5)
Our Approach to Sustainability (8)
Sustainability at Sime Darby Plantation (92-93)
Drawing the Line on Deforestation (95-98)
Our Commitment to Human Rights and Decent Work
(104, 106)
G LO B A L R E P O R T I N G I N I T I AT I V E ( G R I ) C O N T E N T I N D E X
Material Topics
GRI Standard Disclosure Page or reason for omission
ECONOMIC
Economic Performance
GRI 103: 103-1 Explanation of the material topic Group Managing Director’s Review (30-37)
Management and its Boundary Group Financial Review (54-60)
Approach 2016 103-2 The management approach and Group Financial Review (54-60)
its components
ADDITIONAL INFORMATION
103-3 Evaluation of the management Group Financial Review (54-60)
approach
GRI 201: 201-1 Direct economic value generated Group Financial Review (54-60)
Economic and distributed Financial Statements
Performance 2016
Market Presence
GRI 103: 103-1 Explanation of the material topic Our Global Presence (16-17)
Management and its Boundary
Approach 2016 103-2 The management approach and Our Market Landscape (40-43)
its components
103-3 Evaluation of the management Our Market Landscape (40-43)
approach 8
GRI 202: 202-2 Proportion of senior Profile of Leadership Team (128-137)
Market Presence management hired from the
2016 local community
Indirect Economic Impacts
GRI 103: 103-1 Explanation of the material topic Our Commitment to Human Rights and
Management and its Boundary Decent Work (104-107)
Approach 2016 103-2 The management approach and Our Commitment to Human Rights and
its components Decent Work (104-107)
103-3 Evaluation of the management Our Commitment to Human Rights and
approach Decent Work (104-107)
GRI 203: 203-1 Infrastructure investments and Our Commitment to Human Rights and
Indirect Economic services supported Decent Work (104-107)
Impacts 2016 Group Managing Director’s Review (31, 36)
203-2 Significant indirect economic Our Commitment to Human Rights and
impacts Decent Work (104-107)
Procurement Practices
GRI 103: 103-1 Explanation of the material topic Board Tender Committee Report (169-170)
Management and its Boundary
Approach 2016 103-2 The management approach and Board Tender Committee Report (169-170)
its components Statement of Risk Management and Internal
Control (174-182)
103-3 Evaluation of the management Statement of Risk Management and Internal
approach Control (174-182)
Anti-corruption
GRI 103: 103-1 Explanation of the material topic Governance and Audit Committee Report
Management and its Boundary (150-159)
Approach 2016 103-2 The management approach and Governance and Audit Committee Report
its components (150-159)
103-3 Evaluation of the management Statement of Risk Management and Internal
approach Control (174-182)
G LO B A L R E P O R T I N G I N I T I AT I V E ( G R I ) C O N T E N T I N D E X
Material Topics
GRI Standard Disclosure Page or reason for omission
ENVIRONMENT
Material Topics
GRI Standard Disclosure Page or reason for omission
ENVIRONMENT (CONTINUED)
Environmental Compliance
GRI 103: 103-1 Explanation of the material topic Innovating for Sustainability (111)
Management and its Boundary
Approach 2016 103-2 The management approach and Innovating for Sustainability (111)
ADDITIONAL INFORMATION
its components
103-3 Evaluation of the management Innovating for Sustainability (111)
approach
GRI 307: 307-1 Non-compliance with Sustainability Report 2019 – Building Climate
Environmental environmental laws and Change Resilience (45), Where We Are in
Compliance 2016 regulations Numbers (94)
SOCIAL
Employment
GRI 103: 103-1 Explanation of the material topic Our Performance by Sector: Human Capital
Management and its Boundary Growth (80-89)
Approach 2016 103-2 The management approach and Our Performance by Sector: Human Capital 8
its components Growth (80-89)
103-3 Evaluation of the management Our Performance by Sector: Human Capital
approach Growth (80-89)
Labour/Management Relations
GRI 103: 103-1 Explanation of the material topic Our Performance by Sector: Human Capital
Management and its Boundary Growth (80-89)
Approach 2016 103-2 The management approach and Our Performance by Sector: Human Capital
its components Growth (80-89)
103-3 Evaluation of the management Our Performance by Sector: Human Capital
approach Growth (80-89)
Occupational Health and Safety
GRI 103: 103-1 Explanation of the material topic Our Commitment to Human Rights and
Management and its Boundary Decent Work (106-107)
Approach 2016 103-2 The management approach and Our Commitment to Human Rights and
its components Decent Work (106-107)
103-3 Evaluation of the management Our Commitment to Human Rights and
approach Decent Work (106-107)
GRI 403: 403-1 Occupational health and safety Statement of Risk Management and Internal
Occupational management system Control (181)
Health and Safety Sustainability Report 2019 - Our Commitment
2018 to Human Rights and Decent Work (56-59,
84-85)
403-3 Occupational health services Sustainability Report 2019 – Our Commitment
to Human Rights and Decent Work (53-55)
403-4 Worker participation, Sustainability Report 2019 – Our Commitment
consultation, and communication to Human Rights and Decent Work (60),
on occupational health and Managing Our Material Matters (84-85)
safety
G LO B A L R E P O R T I N G I N I T I AT I V E ( G R I ) C O N T E N T I N D E X
Material Topics
GRI Standard Disclosure Page or reason for omission
SOCIAL (CONTINUED)
Material Topics
GRI Standard Disclosure Page or reason for omission
SOCIAL (CONTINUED)
Child Labour
GRI 103: 103-1 Explanation of the material topic Sustainability Report 2019 – Our Commitment
Management and its Boundary to Human Rights and Decent Work (70-71)
Approach 2016 103-2 The management approach and Sustainability Report 2019 – Our Commitment
ADDITIONAL INFORMATION
its components to Human Rights and Decent Work (70-71)
103-3 Evaluation of the management Sustainability Report 2019 – Our Commitment
approach to Human Rights and Decent Work (70-71)
GRI 407: 408-1 Operations and suppliers at Sustainability Report 2019 – Our Commitment
Child Labour 2016 significant risk for incidents to Human Rights and Decent Work (70-71)
of child labor
Forced or Compulsory Labour
GRI 103: 103-1 Explanation of the material topic Our Commitment to Human Rights and
Management and its Boundary Decent Work (104-107)
Approach 2016 103-2 The management approach and Our Commitment to Human Rights and
its components Decent Work (104-107)
103-3 Evaluation of the management Our Commitment to Human Rights and 8
approach Decent Work (104-107)
GRI 409: 409-1 Operations and suppliers at Sustainability Report 2019 – Our Commitment
Forced or significant risk for incidents of to Human Rights and Decent Work (51-53)
Compulsory Labour forced or compulsory labour
2016
Human Rights Assessments
GRI 103: 103-1 Explanation of the material topic Our Commitment to Human Rights and
Management and its Boundary Decent Work (104-107)
Approach 2016 103-2 The management approach and Our Commitment to Human Rights and
its components Decent Work (104-107)
103-3 Evaluation of the management Our Commitment to Human Rights and
approach Decent Work (104-107)
Local Communities
GRI 103: 103-1 Explanation of the material topic Our Commitment to Human Rights and
Management and its Boundary Decent Work (104-107)
Approach 2016 103-2 The management approach and Our Commitment to Human Rights and
its components Decent Work (104-107)
103-3 Evaluation of the management Our Commitment to Human Rights and
approach Decent Work (104-107)
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SIME DARBY PLANTATION BERHAD
Registration No.: 200401009263 (647766-V)
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