November 24, 2010
Reminder to Sime Darby Shareholders: The AGM is on November 16, 2010 (10.30 am) at Sime Darby Convention Centre
By Din Merican*
During my days at the parent company of the Sime Darby Group, Sime Darby Berhad, the Annual General Meeting of its shareholders was usually a very timid affair. Shareholders raised very few questions. A few as these questions might have been, there were answered with conviction and utmost respect for shareholders who are the true owners of the company.
This is because they had the highest regard for Tun Tan Siew Sin and his successor chairman, Tun Ismail bin Mohamad Ali, and the then Group Chief Executive Tunku Tan Sri Ahmad Yahaya who was also a Board Director. All these gentlemen were known for their apolitical and commercial mindset, professionalism, and integrity. I understand that this tradition continued under Chairman Tun Ahmad Sarji bin Abdul Hamid with Tunku Tan Sri Ahmad Yahaya as his Deputy.
Unfortunately, under the premiership of Abdullah Badawi, things changed. The chairmanship of this illustrious Malaysian flagship multinational corporation with a 100 year history fell into the hands of a political survivor and former Deputy Prime Minister, Tun Musa Hitam (I call him Musang Hitam, or the Black Fox).
This man knows practically nothing about running a corporation. That is to be expected, of course, since all his life Musang Hitam is a thorough-bred politician, who became a partner in the much touted 2M Administration of the early 198os. He was later booted out by Mahathir Mohamad and replaced by Tun Ghaffar Baba.
Naturally, Musang tends to see things in political terms. Intrigues abound in Sime today I have been reliably informed. The problem is compounded with the appointment of retired politically inclined civil servants with few exceptions to the Sime Board.
At this coming annual general meeting , Musang will have a few questions to answer, unless shareholders are too timid, only happy to enjoy the hospitality that will be laid out for them.
After reading the Sime Darby Group Annual Report for the year ended June 30, 2010 and the Chairman’s statement, I wish to raise a few issues on this blog about Sime Darby Group’s performance in the hope that shareholders can reflect and–then if they deem fit– raise them at the November 16 AGM as follows:
Composition of the Board
The first thing I noticed is that the Group Chief Executive, Datuk Seri Zubir Haji Murshid is not on the Board. He is just a the head of the Management Team. In the past, the Group Chief Executive who chairs the Group Management Committee sits on the Board and forms the vital link between management and the Board, and acts with the full authority of the Board.
The Chairman has no executive role in the Group since his role is strictly supervisory and his specific task is to preside at Board meetings . The day to day operations of the Sime Group are the responsibility of the Group Chief Executive and his Divisional and Regional Directors, backed by strong system of budgetary and financial controls.
This raises in my mind a three questions: 1) Why the change? Is there is any animosity between Musang Hitam and Datuk Seri Zubir warranting this change? 2) Is Musang Hitam Executive Chairman and Datuk Seri Zubir is only a General Manager with a fancy title of Group Chief Executive ? 3) If Musang is the Executive Chairman, then he must surely be accountable to the Board and shareholders for the affairs of the Sime Group. Is he?
Raja Tan Sri Dato Seri Arshad’s resignation
The second point I wish to raise to the issue of the alleged resignation of Raja Tan Sri Dato Seri Arshad Raja Tun Uda as Senior Independent Non-Director. Prior to his resignation, this well respected 63 year old former Executive Chairman and Senior Partner of PriceWaterHouseCoopers (PwC) was Chairman, Audit Committee and Member of the Risk Management Committee and the Remuneration Committee. I know Raja Arshad very well as Head of the PwC team on the Sime audit and as Treasurer of the Malaysia-British Society. He is a through and a no nonsense type, although gentle and polite in his mannerisms.
Directors not seeking re-election
The third point is the decision of Tun Ahmad Sarji, Bin Abdul Hamid (72 years old), Dr. Ariffin Mohamad Siregar (former Governor, Bank Indonesia, 76 years old), Dato Seri Mohamed Sulaiman (&2 years old), Dato Dr. Abdul Halim Ismail (71 years old) and Datin Paduka Zaitoon Dato Othman (70 years old), and Tan Sri Datuk Dr. Ahmad Tajuddin Ali (62) are not seeking re-election . But Musang himself (76 years old) and ex-bureaucrat Tan Sri Dato Dr. Wan Mohd. Zahid Mohd. Noordin (70 years) decide to remain on the Board and seek re-election by shareholders.
Entire Board should resign after the Oil and Gas (O&G) Business Fiasco
One would have thought that after the fiasco in the Energy and Utilities Division for which a sum of RM2.1 billion was made in the financial accounts for provisions and impairments, the entire Board in particular the Chairman should have resigned as a matter of good governance. In stead, we find Musang Hitam seeking re-election at this Annual General Meeting. Shareholders expect honest answers to these question I raise here, not more public relations responses.
Forensic Report on the Energy and Utilities Division
When the heavy financial losses of the Energy and Utilities Division emanating from the Oil & Gas (O&G) business first came to light, the Chairman told the investing public that Sime would conduct a proper forensic audit. What happened to the Forensic Report? All shareholders are told is, and I quote in the Chairman’s message, that “[W]e have identified the problems in the O&G business and are actively addressing them to turn the business around. We are also collaborating with strategic partners to strengthen our capabilities in this business”.
The Question of Dato Seri Zubir
Is that enough? Who are actually responsible for these losses? Why should Dato Seri Zubir alone be held accountable for this major financial loss? It is time in the interest of full disclosure to release this forensic report so that the curtain on the O&G fiasco can come down and Sime can move forward.
Sime Darby Group is still financially strong
Fortunately, Sime Group is financially strong with total assets of RM37.6 billion (Shareholder Funds at RM 21.1 billion with a healthy cash position of RM4.5 billion). That said, huge losses cannot be sustained over the long term.
Let us hope the new Board and the management team led by Dato Mohd Bakke Salleh will ensure that the Sime Group, Malaysia’s pioneer multinational corporation, which will be celebrating its 100 years in 2010, will continue to prosper in the years to come. Prudence not arrogance is the way forward.
* I joined Sime Darby in 1978 as part of the Malaysian team led by Tengku Ahmad Yahaya to bring the company home. I served as Assistant Treasurer, rising through years to be Director of Corporate Affairs and Planning, Divisional Director (Malaysia Region) and Regional Director for Singapore and Indonesia and Managing Director, Sime Singapore Ltd until 1991 when I joined PT. Bakrie Brothers of Indonesia.