Governance is not just about adherence to a set of recommendations. It is a way of doing business and is paramount in everything we do.

Constitution of Sime Darby Berhad


Our Objectives

Promote integrity, transparency, accountability, and responsiveness.
Ensure appropriate checks and balances between Divisions and the Group.
Cultivate ethical business behaviour through the Code of Business Conduct.

Our Framework

Board Charter

The Company has developed a Board Charter which sets out the Board’s strategic intent and outlines the Board’s roles, powers, and responsibilities, and for those which it delegates to the Management, thus setting the tone for the various Board Committees.

Board Charter337.93 KB
Board Remuneration Policy 

This remuneration policy aims to attract, motivate and retain individuals of high calibre and talent at the Board of Directors level to drive the Company’s business goals and strategies and ensure long-term business sustainability.

Directors' Fit and Proper Policy

The Sime Darby Director's Fit and Proper Policy sets out the fit and proper criteria for the appointment and re-appointment of Directors on the Boards of Sime Darby Berhad and its subsidiaries.

Promoting Diversity

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

Board Committees

The Board Committees are established to assist the Board in the discharge of its statutory and fiduciary responsibilities. There are three Board Committees, namely Governance & Audit Committee, Nomination & Remuneration Committee and Risk Management Committee. Their functions and roles are as follows:


  • Ensures effective corporate governance, internal control, and external financial reporting practices.
  • Oversee the remit and work of internal auditors.
  • Ensure an objective and professional relationship with the external auditors

Terms of Reference

  • Manages the nomination and remuneration process for the various Board and Board Committees and other pivotal management positions within the company.
  • Recommend members for appointments to the Board and Board Committees and to ensure appropriate assessment of Directors on an ongoing basis. The NRC shall consider and recommend to the Board the following selection criteria for new appointment as Directors of Sime Darby Berhad:
    • Skills, knowledge, expertise and experience;
    • Time commitment, character, professionalism, and integrity;
    • Perceived ability to work cohesively with other members of the Board;
    • Specialist knowledge or technical skills in line with the company’s strategy;
    • Diversity in age, gender and experience/background; and
    • Number of directorship in companies outside of Sime Darby Berhad.
  • Recommends to the Board the composition of the Board which must comprise a majority of independent directors where the Chairman of the Board is not an independent director. The nomination of new members of the Board is deliberated upon by the Board as a whole.
  • Administers the Long Term Incentive Plan function including any incentive plan implemented or to be implemented by the company.

Terms of Reference

  • Oversee the risks management and sustainability frameworks and policies within the Group and reviews the efficacy of internal controls within the Group.
  • Assist the Board in fulfilling its oversight responsibilities in relation to the Group’s sustainability strategy, goals, targets and initiatives focusing on economic, environment and social aspect of the Group.

Terms of Reference

  • Review major business proposals which include mergers and acquisitions, new partnerships, disposals, capital expenditure and Management’s assessment of its key associated risks and the mitigation strategies prior to the Board’s approval.
  • Monitor the implementation of the Group’s strategic blueprints as approved by the Board and ensure that they remain robust and relevant.
  • Evaluate and assess strategic matters and key areas of focus for the Group as well as industry trends and market developments which may affect the Group’s long-term profitability and sustainability.
  • Track the development and progress of the major business proposals approved by the Board.

Terms of Reference