Annual Report 2017
Annual Report 2017
Annual Report 2017
2017
GROUP
HIGHLIGHTS 2017
We will continue to reinforce our strong foundations, define our path forward to build a meaningful,
sustainable future, for us and for our stakeholders.
CONTENT
OUR BUSINESS OUR LEADERSHIP AND PEOPLE
Vision, Mission & Values 3 Board of Directors 36
Corporate Profile 4 Directors’ Profiles 38
Global Presence 6 Senior Management Team Profiles 48
Corporate Structure 8
Corporate Information 11 OUR ACHIEVEMENTS AND ACCOLADES
Achievements 54
OUR PERFORMANCE REVIEW Accolades 60
Chairman’s Message 12
Management Discussion and Analysis 16 OUR SUSTAINABILITY STATEMENT
Group Financial Summary 34 Introduction 62
Economic 66
Environment 68
Social 74
VISION VALUES
TO BE THE BEST • I build life-long relationships with my customers
• I am responsive to the expressed and unexpressed needs of
IN ALL WE DO my customers
• I create magical moments at every opportunity
• I embrace integrity and protect the privacy of my customers
S P Setia Berhad is the No. 1 as well as in Kota Kinabalu, Sabah. The Group has also gained
a bigger market share in terms of land banks with its recent
Recognised as one of Malaysia’s leading listed real estate Team Setia is our point of difference. With a workforce of more
players with a portfolio that encompasses townships, eco- than 2,300 Team Setia members from diverse backgrounds,
sanctuaries, luxury enclaves, high-rise residences, commercial we focused on strengthening growth. We believe it is important
and retail as well as integrated mixed developments, S P Setia to keep our team highly-motivated and dedicated to our core
has today emerged as a strong and diversified award-winning value of pursuing continuous excellence. Placing customer
multi-disciplinary property developer in Malaysia. satisfaction at the forefront of the development value chain,
these talented individuals make the experience of purchasing
The Group is at the forefront of branding in the property and owning a Setia property, uniquely Setia.
industry, holding steadfast to its
development philosophy. Our ability to connect communities, S P Setia takes its sustainability commitments seriously. As
create ecological features and sustainable living environments a responsible corporate citizen, we believe that we have a
that enrich the lives of our residents has made the Setia brand role to play in conserving the environment, empowering our
synonymous with strength, reliability and the value creation communities and generally, being a positive agent of change
that we bring to all our developments. in the areas where we operate. The S P Setia Foundation,
helmed by our Group Chairman, implements our corporate
S P Setia has an extensive presence in the three key economic responsibility initiatives with impactful results for the
regions of Malaysia, namely Klang Valley, Johor and Penang, betterment of the society.
In 2017, S P Setia was ranked No. 1 in The Edge Malaysia’s Top Property
Developers Awards for a record-breaking ten times, the only developer to
Ranked No. 1
in The Edge Malaysia’s
have achieved this feat. In recognition of our efforts in delivering innovation
and quality in property development, we were recognised by the International Top Property Developers
Real Estate Federation (“FIABCI”) seven times, including being awarded Best
Master Plan Development and Best Affordable Housing at the FIABCI Malaysia Awards 10 times.
Property Awards 2017. S P Setia was also recognised for its efforts in building
a strong team as it won the 8th Aon Best Employers in Malaysia Award.
MALAYSIA
Central Region
• Setia Alam
• Setia City
• Setia EcoHill
• Setia EcoHill 2
• Setia Eco Park
• Setia Eco Glades
• Setia Eco Templer
• KL Eco City
• Setia Sky Seputeh
• TRIO by Setia
• Setia Seraya Residences
• Bandar Kinrara
• TemasyaGlenmarie
• Alam Impian
• Bandar Baru Seri Petaling
• Setia AlamSari
• Kota Bayuemas
• Seri Beringin
• Alam Damai
• Alam Sutera
Southern Region
• Setia Eco Cascadia
• Setia Tropika
• Setia Indah
• Setia Eco Gardens
• Bukit Indah Johor
• Setia Business Park I & II
Northern Region • Setia Sky 88
• Setia Pearl Island • Taman Perling
• Setia Greens • Taman Rinting
• Setia Sky Vista • Taman Pelangi
• Setia Sky Ville • Taman Pelangi Indah Eastern Region
• Setia SPICE • Taman Industri Jaya • Aeropod, Kota Kinabalu
Setia SPICE, Penang Setia Sky 88, Johor Aeropod, Kota Kinabalu
UNITED KINGDOM
• Battersea Power Station
CHINA
• Qinzhou Industrial Park
VIETNAM
• EcoLakes, My Phuoc
• EcoXuan, Lai Thieu
EcoLakes, Vietnam
AUSTRALIA
• MAISON, Carnegie
• Sapphire By The Gardens, Melbourne
SINGAPORE
• Eco Sanctuary
PROPERTY DEVELOPMENT
100% Bandar Setia Alam Sdn Bhd 50% Greenhill Resources Sdn Bhd
100% Setia Duta One Sdn Bhd #
100% Setia Alam Recreation Sdn Bhd
50% Bandar Eco-Setia Sdn Bhd 100% Setia Eco Park Recreation Sdn Bhd
100% Bukit Indah (Johor) Sdn Bhd
100% Setia Indah Sdn Bhd
100% Shabra Development Sdn Bhd
100% Syarikat Kemajuan Jerai Sdn Bhd# 100% Lagavest Sdn Bhd# 100% Ambleside Sdn Bhd#
100% Bukit Indah (Perak) Sdn Bhd
100% Setia Promenade Sdn Bhd
Bukit Indah Property Management
70%
Sdn Bhd
50% Golden Klang Valley Sdn Bhd#
100% Sendiman Sdn Bhd
100% Exceljade Sdn Bhd
100% Aeropod Sdn Bhd
70% Setia Eco Glades Sdn Bhd
70% Kemboja Mahir Sdn Bhd 100% Ganda Anggun Sdn Bhd
100% Kewira Jaya Sdn Bhd 100% Kay Pride Sdn Bhd
60% Setia Putrajaya Sdn Bhd 100% Setia Putrajaya Construction Sdn Bhd#
100% KL Eco City Sdn Bhd 100% Setia Putrajaya Development Sdn Bhd
100% Setia International Limited 100% Setia MyPhuoc Limited 55% SetiaBecamex Joint Stock Company
100% KL East Sdn Bhd 100% Setia Land (China) Limited
Setia Lai Thieu One Member
100% Setia City Development Sdn Bhd 95% Setia Lai Thieu Limited 100%
Company Limited
100% Gita Kasturi Sdn Bhd
Setia (Melbourne) Development
100% Setia Australia Limited 100%
50% Retro Highland Sdn Bhd Company Pty Ltd
Battersea Project Holding Company
100% Setia Ecohill 2 Sdn Bhd 40% 100% Setia St Kilda (Melbourne) Pty Ltd
Limited & subsidiaries
100% Setia Hicon Sdn Bhd 100% Setia Carnegie Pty Ltd
Battersea Power Station Development
40%
Setia Fontaines Sdn Bhd (formerly Company Limited & subsidiaries 100% Setia A’Beckett (Melbourne) Pty Ltd
100%
known as Setia Recreation Sdn Bhd) 40% Battersea Power Station Estates Limited
50% Setia Federal Hill Sdn Bhd
100% Setia Bina Raya Sdn Bhd
100% Intra Hillside Sdn Bhd
100% Setia Eco Templer Sdn Bhd 100% Setia Eco Templer Recreation Sdn Bhd
100% Setia Eco Land Sdn Bhd
Setia Ecohill Recreation Sdn Bhd
100% Setia Ecohill Sdn Bhd 100% (formerly known as S P Setia
Property Holdings Sdn Bhd)
100% S P Setia International (S) Pte. Ltd. 100% Setia (Bukit Timah) Pte Ltd
100% Wawasan Indera Sdn Bhd
100% I & P Group Sdn. Berhad Refer page 10
CONSTRUCTION
100% Setia Readymix Sdn Bhd
100% Setia Precast Sdn Bhd
100% Setia Prefab Sdn Bhd
Manih System
100% 60% Suharta Sdn Bhd* 51% Suharta Development Sdn Bhd*
Construction Sdn Bhd#
60% Yunikhas Sdn Bhd *
8% investment in Yunikhas Sdn Bhd
is held by S P Setia Berhad
10% investment in Yunikhas Sdn
Bhd is held by Manih System
Construction Sdn Bhd
+
In the process of striking-off
Dear shareholders,
The year in review, challenging though While we put our business operations on TEAM SETIA
it was, saw Team Setia forge ahead, a stronger footing, as Chairman of the
thanks to the high level resiliency which Board, I am also fully cognisant of the On the topic of culture, we have at S P
has become the hallmark of S P Setia’s role of the Board in steering Team Setia Setia a team of creative and committed
performance. Focused on our agenda of forward. As the pace of development is individuals who are passionate,
strengthening growth, we made notable becoming more complex, good corporate customer-focused, collaborative and
progress on implementing measures that governance practices have become innovative. They constitute our very
deepened our competitive advantage. indispensable. At S P Setia, these have own Team Setia, who are essentially the
We took important steps to seize new not only become part of our operations, heart of this organisation.
opportunities, drive performance and policies and procedures, but are also
ultimately, deliver long-term shareholder embedded in our value system. We In our quest for growth, it is important
value. believe that this is important in driving to have a group of highly-skilled and
greater accountability and transparency motivated employees. Hence in 2017,
as our stakeholders will now have greater we focused on nurturing talent and
GOVERNANCE clarity on the health of our Company. unlocking the capabilities of Team Setia
in order to help them achieve their
At S P Setia, we understand that the Hence, we welcomed the release of full potential and remain competitive.
property landscape has always been the new Malaysian Code of Corporate Throughout the year, we embarked on
cyclical by nature as it is strongly tied Governance 2017 (“MCCG” or “the targeted learning and development
to the overall economic landscape. Code”) by the Securities Commission initiatives, team-building workshops as
Notwithstanding the uncertainties, we Malaysia (“SC”) to strengthen the well as engagement activities to nurture
continued to focus on what we do best – internalisation of a corporate governance future leaders who would be able to
building well-planned, vibrant townships, culture across both listed and non-listed translate ideas into strategies that
guided by our development philosophy, entities. can support our growth plans. These
. Harnessing the full programmes and activities also served
potential of Team Setia, we demonstrated Undoubtedly, the introduction of as an avenue to encourage collaboration
our unflinching commitment towards MCCG, the Corporate Governance amongst Team Setia.
working together as a team, united Guide as well as the enhanced Listing
in passion and purpose, to deliver on Requirements reflect the importance of On that note, I would like to extend an
our goal of being the nation’s leading inculcating better corporate governance exceptionally warm welcome to our new
township developer. practices and meaningful disclosures. colleagues from the I & P Group who will
We believe that these innovations now be part of Team Setia. On behalf
We also introduced our five-year strategic will further strengthen our corporate of the Board, I would like to encourage
plan which focuses on diversification as governance framework and heighten everyone to work together, to embrace
well as continuous growth. This strategy confidence levels amongst the investing change and stand united as Team
will propel Team Setia towards a wider community. It also ties in well with the Setia moves forward towards greater
playing field and to greater heights business practices across the Group as achievements.
as we aim to enhance our property we have worked hard to build a robust
management capabilities and sustain corporate governance mindset amongst
our strong financial performance. Team Setia, anchored on a culture that AWARDS AND ACCOLADES
We were particularly proud of the promotes ethical conduct, transparency
successful acquisition of I & P Group and sustainable value creation. Our efforts at strengthening growth
as this resulted in an uplift in our land did not go unrecognised. I would like
bank size and allowed us to gain access to take this opportunity to extend my
to wider markets. We concluded the heartiest congratulations to Team Setia
year by overachieving our sales target as it is because of your passion and
and strengthening growth opportunities perseverance that enabled us to be
with new land acquisitions in Malaysia, crowned the “The Edge Malaysia Top
Singapore and Australia. Property Developer” for the 10th time at
The Edge Malaysia Property Excellence
Awards 2017. Our President and CEO, Another noteworthy moment was winning Setia for your undisputed talent, energy,
Dato’ Khor Chap Jen was also honoured the Development Innovation Award for dynamism and leadership in driving our
with The Edge Malaysia Outstanding our second development in Singapore, business forward.
Property CEO Award 2017. We were also Eco Sanctuary at the inaugural EdgeProp
recognised for our efforts in building Singapore Excellence Awards 2017.
quality affordable homes at our flagship We also won the prestigious Singapore INDUSTRY OUTLOOK
developments as our Seri Mutiara Property Awards 2017 which was
Apartments at Setia Alam won the organised by FIABCI Singapore, under Moving forward, we believe that the
Affordable Urban Housing Excellence the Sustainable Development category overall property market will continue
Award. These awards truly demonstrate that further reinforced our expertise. to improve in 2018, especially in
the strength of this organisation, its the affordable and mid-range priced
people and the drive to be the best in It gives us so much pride to be awarded segment. While we remain cautious
all we do. the “Best Employer” award for the over the future economic landscape, we
eighth time at the Aon Best Employers believe that Team Setia is well-prepared
Moreover, at the Malaysia Property Malaysia 2017 as it recognised our to take advantage of new opportunities
Awards 2017 by FIABCI Malaysia, we efforts in building a talented Team and address new challenges.
took home the much-coveted Master
Setia. This award truly goes out to Team
Plan Gold Award for Setia Eco Glades
in Cyberjaya and also the Gold Award
in the Affordable Housing category for
our Seri Kasturi Apartments in Bandar
Setia Alam, a testament of our ability
in building well-designed developments
and quality homes that appeal to a wide
range of customers.
With our strategic five-year plan as a to strength in 2017. I would also like to Drawing confidence from 2017, we are
guideline, we will focus on unlocking the extend my gratitude to our Management even more energised and positive to bring
value of our business and work towards Team who have worked tirelessly to about impactful outcomes in the next 12
goal-driven outcomes. We will continue ensure the seamless execution of all our months. Backed by our multi-talented
to build on the strengths of Team Setia, projects. Your commitment, dedication Team Setia, guided by our strategic plan
leveraging on our capabilities to create and passion has helped translate our and supported by our diversified range of
positive experiences for residents at our vision into strong business results. My quality products, I believe that 2018 will
well-planned townships as well as those personal appreciation and heartfelt be another year of strengthening growth
in the surrounding areas. thanks goes to Team Setia for your as we cement S P Setia’s dominant
steadfast belief and perseverance presence in the industry.
in achieving our shared goals and
ACKNOWLEDGEMENTS aspirations. I would also like to record Thank you.
our gratitude and appreciation to all
I would like to take this opportunity to our stakeholders, especially our loyal
thank our highly-experienced Board for customers for your continuous support. Tan Sri Dato’ Seri Dr. Wan
your continued wisdom, guidance and Mohd Zahid Bin Mohd Noordin
support in helping us grow from strength Non-Independent Non-Executive
Chairman
Anchored by our vision, “To be the best in all we do”, our core business is property development, supported by infrastructure
and wood based manufacturing activities.
The Group is focused on cementing its leadership position as a property developer with a
dominant presence in Malaysia. We have also expanded overseas to the United Kingdom,
Australia, Singapore, Vietnam and China.
Throughout 2017, the Group focused on strengthening growth and we did this by executing several important initiatives that
reinforced our position as an industry game-changer. Against a challenging economic backdrop, we leveraged on our growth
opportunities, gained access to wider markets and secured larger land banks that would sustain development over the next
15 years. It was a year where we raised the bar, took strong actions and achieved new milestones on several strategic fronts.
FINANCIAL PERFORMANCE where timed our launches in response projects. Overall, the Group maintained
to the softer market condition back then a healthy net gearing of 0.10 times.
Following the successful acquisition and thus, the development stages were
of I & P Group Sdn. Berhad on 1 deferred. Therefore, the deferment of In line with the strong financial
December 2017, S P Setia has applied the launches resulted in lower revenue performance, the Group declared a
the principles of pooling of interest and PBT recognitions. final dividend of 11.5 sen per share and
method in presenting the results of together with the interim dividend of 4
the enlarged Group for the financial Despite the lower revenue recorded, sen per share, this would bring the total
year ended (“FY”) 2017. S P Setia gross profit margin remained healthy at FY2017 dividend payout to 15.5 sen,
recorded revenue of RM4.52 billion 34%, representing a slight improvement representing a payout ratio of 70.1%.
and profit before taxation (“PBT”) of as compared to the 31% gross profit Shareholders will continue to have the
RM1.27 billion in FY2017. The property margin recorded in the preceding year. opportunity to participate in the Dividend
development segment remained the key Reinvestment Plan (“DRP”) and receive
driver of our operations and accounted As a result of the I & P Group their dividend in the form of S P Setia
for 91% of the Group’s total revenue, acquisition, the total assets of the Group shares or cash. The DRP for financial
while revenue from construction and has also increased to RM27.72 billion in period ended 2016 was well-received by
other operating activities accounted for FY2017. The total assets is supported our shareholders with a take-up rate of
5% and 4% respectively. The revenue by total equity of RM13.80 billion and 90.87% which is a strong testament of
and PBT recorded in FY2017 are 21% this translates to net asset per share confidence to our long term growth.
and 11% respectively lower as a result attributable to owners of RM2.85.
of completion and handover of Parque S P Setia is committed to delivering
Melbourne in Australia, many phases in Though total borrowings increased satisfactory results in 2018 and
KL Eco City at Jalan Bangsar and Eco to RM6.88 billion, the balance sheet maintaining its minimum dividend
Sanctuary in Singapore in FY2016. was well supported by cash balances payout policy of 60% of net profit.
of RM5.58 billion. The additional
The lower revenue recorded and PBT borrowings during the year was mainly to
are also due to our strategic move to fund capital expenditure related to the
reposition our launches late in 2016, development and execution of on-going
acquisition The property sector remained soft throughout At S P Setia, we are focused on building a
2017. However, we saw rising demand in the valuable company. To realise this, we needed
will further affordable and the mid-priced category driven to expand our business operations and
strengthen our
largely by the younger population, middle- increase our agility as consumer preferences
income segment and first-time home buyers. were constantly changing, given the dynamic
brand presence
environment.
Against this backdrop and cognisant of the
nationwide and
need to future proof our business, we reshaped On 14 April 2017, the Group entered into a
our portfolio and repositioned our product non-binding Memorandum of Intent (“MOI”)
help pave the way offerings where we rolled out more “starter-
homes”, launching two-storey terrace homes
with Permodalan Nasional Berhad (“PNB”)
and Amanahraya Trustees Berhad (as trustee
for the creation of with built up ranging from 18sf x 65sf to
20sf x 65sf. These product offerings were
for Amanah Saham Bumiputera) (“ART-ASB”)
to commence negotiations on the proposed
greater shareholder well received by the first-time home buyers
as well as owner-occupiers. We demonstrated
acquisition by S P Setia for the entire equity
interest in I & P Group. Then on 22 June
value for S P Setia. our ability to weather the challenges with the
right strategies and right products. This in
2017, the Group signed a conditional sale and
purchase agreement to acquire I & P Group,
turn cemented our position as a No. 1 pure- for RM3.65 billion. The Group’s acquisition
play property developer and fortified our of I & P Group for a cash consideration of
leadership in township development. RM3.65 billion was completed on 1 December
2017.
In 2017, we also focused on seeking new
opportunities for future growth. Upon This synergistic acquisition will further
completing the consolidation of our business strengthen our brand presence nationwide
operations, we introduced a five-year strategic and help pave the way for the creation of
plan which is focused on diversification and greater shareholder value for S P Setia. As
growth. Driven by our goal to be the nation’s a result of the acquisition, we experienced a
leading property developer with a dominant significant Gross Development Value (“GDV”)
presence, we made good progress on our uplift of RM48.3 billion from the optimisation
strategic plan. of the I & P land banks. Upon completion,
our land banks size increased by 4,276 acres
to 9,606 acres with a remaining GDV of
RM128.37 billion.
At S P Setia, each township must be aspirations and needs. Armed with in-depth knowledge on each development and
self-sustaining, safe, equipped with its bespoke features, these accomplished individuals have been trained to provide
the right amenities and facilities such detailed explanation to customers on the differences found at each township, the
as malls, schools, commercial squares amenities, facilities and services available as this will help customers find the right
coupled with expansive green spaces. home that suits their lifestyles.
Towards this end, we have equipped
these developments with the desired As of 31 December 2017, the Group had total unbilled sales of RM7.72 billion
amenities and facilities to create an anchored by 44 ongoing projects, effective remaining land banks of 9,606 acres and
environment that fosters collaborative, a GDV of RM128.37 million which is expected to contribute towards our earnings
community living, for both young and for the next 15 years.
old. In order to do this, we have in place
dedicated project management teams We also made significant strides in the last 12 months as we completed and handed
that looks after the needs of residents over a total of 6,124 units with a GDV of RM8.67 billion to our customers. In
at each township. These individuals terms of new launches, we launched a total of 6,359 units with a combined GDV of
have been thoroughly trained to listen RM4.26 billion for FY2017.
to feedback, anticipate customer needs
and enhance customer experience. As a result of our unflinching commitment to create well-planned developments
This is however an on-going process and provide high quality customer experience, we achieved an average take-up rate
due to the changing demographics in of approximately 74% across all our projects. This has reaffirmed our deep-seated
homeownership trends and customers’ expertise in designing townships that have not only enhanced the quality of life of our
lifecycle needs. residents and communities in the surrounding areas, but also created a benchmark
for eco-townships in line with living aspirations of discerning customers.
Additionally, our geographically-
diversified portfolio and diverse product
offerings has enabled us to mitigate
our exposure to property cycles as we
were able to respond quickly to market
changes and fulfil changing customer
needs. For instance, the prevailing
market condition saw us playing on
our strengths as we repositioned and
brought forward certain launches under
our mid-price landed property range
at our flagship townships where the
underlying demand by owner-occupiers
remained favourable.
Details on the performance of our projects locally and abroad are as follows:
Temasya
Putra
Township
(400 acres)
Setia
Alam
Setia Eco Glades eight different designs and concepts on eight different islands, all inspired by cultural
diversity, perfected by nature and technology. It is the first and one of its kind island
Following our success thus far in resort-living development in the heart of the city.
introducing sustainable developments, we
launched Setia Eco Glades in Cyberjaya Just 20 minutes to the city centre and KLIA, Setia Eco Glades is connected to a
that further enhanced our competitive large network of highways, namely Maju Expressway (“MEX”), North-South Central
advantage in designing townships Link (“ELITE”), Damansara Puchong Expressway (“LDP”), PLUS Expressway, SKVE
that highlighted the qualities of the and the Putrajaya-Cyberjaya Expressway. We believe that the upcoming MRT Line 2 in
natural environment, interspersed with Cyberjaya and the High-Speed Rail (“HSR”) station in Putrajaya will provide residents
beautifully-designed bespoke homes. in this township added convenience.
Previously the site of a rubber and palm Leveraging on the network of highways and expressways in Cyberjaya and Putrajaya,
oil estate, Setia Eco Glades, which we also built the Setia Eco Glades Interchange in 2015 on the northern border to
spans 268 acres with a GDV of RM2.8 connect this township to the Putrajaya Link, a dual-carriage expressway that is directly
billion, has been transformed into an connected to the network of highways. This was done to enhance connectivity between
eco-conscious development, comprising the various phases to the Cyberjaya road network and encourage efficient traffic flow.
Setia Eco Glades garnered a few notable awards in 2017 such as the Cornerstone Award (Excellence Winner) for Lepironia East
Garden in StarProperty.my Awards 2017 and Master Plan Gold Award in FIABCI Malaysia Property Awards 2017. In 2016, it won
the Excellence Award for Best Master Plan Category at the Malaysia Landscape Architecture Awards 2016 (“MLAA”).
During the year in review, Setia Eco Glades contributed RM193 million in sales, with the sales of 142 units. We completed and
handed over 82 units with a GDV of RM182 million to our customers.
KL Eco City
TRIO by Setia
We marked our entry into Bukit Tinggi in Klang with the launch of TRIO by Setia in April 2017. This transit-oriented development,
comprising 914 serviced apartment units spread across three towers, 42 commercial units and a retail podium, comes with a
GDV of RM571 million.
It is easily accessible via major highways such as Konsortium Expressway Shah Alam Selangor (“KESAS”), ELITE, Federal
Highway and NKVE. As it is located close to the proposed Bukit Tinggi LRT Station, this will be an added convenience for
residents once the LRT construction is completed and opened to the public in year 2020. During the year in review, we sold
246 units with a GDV of RM129 million.
The I & P Group Sdn. Berhad, that has become a part of S P Setia
in December 2017 upon the completion of the acquisition,
has presented the Setia group with synergistic opportunities
including a significant GDV uplift from the optimisation of
their vast land banks.
Malaysia:
Southern Region
Launched in 1995, this two-decade old Setia Tropika, located on 740 acres of land
township has matured into a vibrant and adjacent to the North-South Highway with
verdant development spanning 1,521 acres a GDV of RM3.8 billion, offers urbanised
with a total GDV of RM5.2 billion. Located in contemporary living for those living in Johor
Iskandar Johor, it is one of the most sought- Bahru.
after places to live in as it comes complete
with a 20-acre park, good amenities and Mindful that our residents want to live in
schools. connected and accessible locations, we built
a designated access, known as Exit 255B,
Strategically located in Iskandar Malaysia to help them travel to and from the central
and just minutes away from Johor Bahru, business district faster and easier. With the
Bukit Indah is served by a network of completion of the EDL, this has shortened
highways which include the Eastern Dispersal the travel time for Setia Tropika residents to
Link (“EDL”), Lebuhraya Persisiran Pantai the Customs, Immigration and Quarantine
(“Coastal Highway”), PLUS Expressway and Complex (“CIQ Complex”) to just 13 km, from
the Second-Link Expressway. the previous 16km.
Bukit Indah continues to contribute Some of the facilities available within Setia
significantly in terms of sales as we sold 144 Tropika include a 12-acre award-winning town
units with a GDV of RM115 million in 2017. park offering picnic lawns, reflexology area,
basketball courts, football field, multipurpose
court and educational garden. For the health-
conscious, dedicated jogging and cycling
tracks are also available.
Cognisant of our role in driving sustainability throughout our developments, Setia Meanwhile, to complement the convention
SPICE Convention Centre is the World’s First Hybrid Solar-Powered Convention centre, we refurbished and built the Setia
Centre as it has solar Photovoltaic (“PV”) system panels on the roof of its aquatic SPICE Aquatic Centre, comprising an Olympic
sized swimming pool, a diving pool and a kids splash pool with salt-water treatment, badminton courts, squash courts, function
rooms, cafes, and a fitness centre.
The Setia SPICE Convention Centre also offers the Setia SPICE Arena which is known to be the largest indoor arena for sports,
concerts and exhibitions. Even its terrace has been designed to have a 10,000-terrace seats capacity. It also comes complete with
a 42,000 square feet circular concourse that connects the Arena to other sections and acts as added space for exhibitions.
To support the growth of Setia SPICE as well as the Meetings, Incentives, Conventions and Events (“MICE”) Industry in the northern
region, a four-star business-class Hotel is expected to be ready in 2020. The 453-room, 25 storey Hotel will also cater to businesses
in the surrounding area, given its close proximity to the Penang International Airport which is just 4km away and the Bayan Lepas
Free Trade Zone, located just 3km away. It is also surrounded by major roads with easy accessibility to the first and second Penang
Bridge.
Setia Fontaines
In September 2017, the Group completed the RM620 million acquisition of a freehold land located within the locality of Seberang
Perai Utara, Penang measuring approximately 1,675 acres which we have coined as Setia Fontaines. Setia Fontaines is an eco-
themed mixed development township that has a potential GDV of RM9.6 billion spanning over 20 years.
Setia Fontaines represents our maiden entry into the mainland of Penang and it is located within the Butterworth-Sungai Petani
Growth Corridor with good accessibility from North-South Highway via Bertam Interchange. Setia Fontaines is also surrounded by
existing townships, retail malls, medical institute, a university campus as well as a golf course. The maiden launch of Setia Fontaines
is targeted to be held in 2018.
has a GDV of AUD1.106 billion, in June 2017. The first tower will consist of 351 apartment
units while the second tower of the development
Located in the upper-east end of Melbourne’s will house a 500-room, five-star Shangri-
Central Business District (“CBD”) on a 4,140 La Hotel with three levels of amenities. It is
square meter plot at 308 Exhibition Street, also within walking distance of the malls and
Sapphire By The Gardens is part of the two- universities. In terms of connectivity, it is also
tower development designed by Cox Architects close to the Melbourne Railway Station, bus
and Fender Katsalidis. Overlooking Melbourne’s routes, major roads and freeways.
World Heritage-listed Carlton Gardens,
The residential tower at Sapphire By The
Gardens experienced a take-up rate of more
than 70% during the first few days of its launch,
demonstrating our keen ability to understand
both market and customer needs in Melbourne.
The project has since secured a take-up rate of
95% to date.
Diversifying into New Markets Via Land Banks mixed development, Setia EcoHill and Setia With a potential
Acquisition AlamSari. In fact, our Bangi land, when
combined with the Setia AlamSari land GDV of S$457
Our geographical reach which spreads across next to it, will make us a dominant player in
key market centres has opened up several Bangi. With an estimated GDV of RM2.74 million, we are
opportunities to expand our reach and brand billion, plans are underway to build a mixed
presence. Apart from the acquisition of the development township comprising residential planning to
I & P Group which added approximately and commercial components.
4,276 acres to our 5,330 acres of land, we develop a 327-unit,
also successfully acquired new land banks Meanwhile, we increased our presence in
in Malaysia, Singapore and Australia to Singapore with the acquisition of a 4.6- five-storey luxury
strengthen future growth. acre site at Toh Tuck Road in April 2017,
making it the third development project in the condominium for
Daintree Residence
On the local front, the synergistic acquisition Republic, after the successful 18 Woodsville
of I & P Group has facilitated access to and Eco Sanctuary. With a potential GDV of
FUTURE PROSPECTS
^
Adjusted as a result of applying the pooling of interests method in accounting for the combination arising from the acquisition of I & P Group
Sdn. Berhad (“I & P Group”)
&
These represent financial results excluding I & P Group
@
Restated due to effects of change in accounting policies for the financial years ended 31 October 2013 to 31 October 2014
#
FY2015 represents 14 months period financial results
~ After accounted for the weighted average effect of the timing of issuance of RCPS-i A on 2 December 2016
* Effects from adoption of Companies Act 2016 – transition to no par value regime.
‘15 6,746
‘16
^ 5,711
^
‘17 4,520
‘15 1,426
‘16
^
1,425
^
‘17 1,271
‘15 918
‘16
^
956
^
‘17 933
‘15 7,395
‘16
^
9,032
^
‘17 11,944
06 07 08
04 03 01
36 OUR LEADERSHIP AND PEOPLE S P Setia Berhad Group Annual Report 2017
BOARD OF
DIRECTORS
S P Setia Berhad Group Annual Report 2017 OUR LEADERSHIP AND PEOPLE 37
DIRECTORS’
PROFILES
Tan Sri Dato’ Seri Dr. Wan Mohd Zahid Bin Mohd Noordin is currently the
Chairman of Management and Science University. He is a board member
of Securities Industry Development Corporation. He was the Chairman of
Berger International Ltd in Singapore and Deputy Chairman of International
Bank Malaysia Berhad.
Tan Sri Dato’ Seri Dr. Wan Mohd Zahid started his career as a teacher,
moving up to principal level and eventually held various positions in the
Ministry of Education before his retirement as Director General of Education.
Subsequent to his retirement, Tan Sri Dato’ Seri Dr. Wan Mohd Zahid was
appointed as advisor with special functions to the Minister of Education.
He does not have any family relationship with any Director and/or major
shareholder of S P Setia Berhad except by virtue of being a nominee Director
of Permodalan Nasional Berhad. He does not have any conflict of interest
with the Company. He has not been convicted of any offences over the past
five years and there was no public sanction or penalty imposed on him by
the relevant regulatory bodies during the financial year.
38 OUR LEADERSHIP AND PEOPLE S P Setia Berhad Group Annual Report 2017
DIRECTORS’
PROFILES
Dato’ Khor Chap Jen is the President and Chief Executive Officer (“CEO”)
of S P Setia Berhad, a role he assumed effective 1 April 2016. He was the
Acting President and CEO from 1 January 2015 to 31 March 2016 and
Acting Deputy President/Chief Operating Officer of S P Setia Berhad from
1 May 2014 to 31 December 2014. Prior to that, he was the Executive
Vice President of the S P Setia Berhad Group, overseeing the northern and
central region of the Property and Construction Divisions of the Group as
well as the Group’s overseas subsidiaries in Australia and Vietnam.
Dato’ Khor joined the S P Setia Berhad Group in 1995 and was previously
the General Manager of the Property Division prior to being seconded to Setia
Putrajaya Sdn Bhd as the Deputy Chief Executive Officer. His secondment to
this joint-venture company from 1997 to 2000 was to lead the team in the
development of the Government’s New Administrative Centre in Putrajaya.
During his stint there, he played a prominent role in the successful completion
of the prestigious Prime Minister’s Office Complex and the Prime Minister’s
Official Residence. He has also successfully delivered over 5,000 apartment
units to house the civil servants in Putrajaya.
Prior to joining the S P Setia Berhad Group, Dato’ Khor was the Associate
Director for Jurutera Perunding Kemajuan Sdn Bhd, an engineering
consultancy firm. He was involved in the design and construction of housing,
industrial, highways and infrastructure projects. Among the notable projects
are the North-South Expressway and the KESAS Highway. Dato’ Khor has in
all, over 30 years of experience in the construction and property development
industry.
Dato’ Khor is the current REHDA National Vice President and Chairman
of the Planning Policies & Standards Committee. He is also a director of
Perumahan Kinrara Berhad.
He does not have any family relationship with any Director and/or major
shareholder, or any conflict of interest with the Company. He has not been
convicted of any offences over the past five years and there was no public
sanction or penalty imposed on him by the relevant regulatory bodies during
the financial year.
S P Setia Berhad Group Annual Report 2017 OUR LEADERSHIP AND PEOPLE 39
DIRECTORS’
PROFILES
Dato’ Halipah Binti Esa was the Director-General of the Economic Planning
Unit (“EPU”) in the Prime Minister’s Department. She started her career as
Assistant Secretary, Administration and Diplomatic Services in 1973 in the
EPU. During her tenure in the EPU, she served across various capacities
in the areas of infrastructure, water supply, energy, health, education,
housing, telecommunications, urban services, macro economy, international
economy, distribution, human resource development, environment and
regional development. She held various senior positions in the EPU and
retired as the Director General in 2006. She had also served in the Ministry
of Finance as Deputy Secretary General.
She does not have any family relationship with any Director and/or major
shareholder, or any conflict of interest with the Company. She has not been
convicted of any offences over the past five years and there was no public
sanction or penalty imposed on her by the relevant regulatory bodies during
the financial year.
40 OUR LEADERSHIP AND PEOPLE S P Setia Berhad Group Annual Report 2017
DIRECTORS’
PROFILES
Dato’ Ahmad Pardas Bin Senin had more than 41 years’ experience in the
corporate sector, including 23 years at board level. He retired as the Managing
Director and Chief Executive Officer of UEM Group Berhad in June 2009,
after having served the UEM Group for more than 17 years since 1992.
During his tenure at UEM Group, he held various key positions including as
Managing Director of UEM World Berhad, Renong Berhad, TIME Engineering
Berhad, TIME dotCom Berhad and EPE Power Corporation Berhad. He also
served as Executive Director & CEO of Silterra Malaysia Sdn Bhd.
Prior to UEM Group, he worked for the British American Tobacco (“BAT”)
Group for more than 17 years, including three years at their London office.
His last position in BAT Group was as the Financial Controller of Malaysian
Tobacco Company Berhad.
He does not have any family relationship with any Director and/or major
shareholder, or any conflict of interest with the Company. He has not been
convicted of any offences over the past five years and there was no public
sanction or penalty imposed on him by the relevant regulatory bodies during
the financial year.
S P Setia Berhad Group Annual Report 2017 OUR LEADERSHIP AND PEOPLE 41
DIRECTORS’
PROFILES
Dato’ Seri Ir. Hj. Mohd Noor Bin Yaacob was the Director-General of the
Public Works Department, a position he held from 2011 until 31 March
2014. He joined the civil service in 1977 as a Works Engineer in the Public
Works Department and served in various capacities within the Department.
He was also the President of the Board of Engineers of Malaysia.
He does not have any family relationship with any Director and/or major
shareholder, or any conflict of interest with the Company. He has not been
convicted of any offences over the past five years and there was no public
sanction or penalty imposed on him by the relevant regulatory bodies during
the financial year.
42 OUR LEADERSHIP AND PEOPLE S P Setia Berhad Group Annual Report 2017
DIRECTORS’
PROFILES
Dato’ Zuraidah Binti Atan is a member of the Malaysian Bar. She is currently
in legal practice with her own legal firm, Chambers of Zuraidah Atan, since
year 2004. Starting her career as an officer in a bank, she has had more
than 25 years of experience in the banking industry. She also served for a
period as President/Chief Executive Officer of an investment bank.
She does not have any family relationship with any Director and/or major
shareholder, or any conflict of interest with the Company. She has not been
convicted of any offences over the past five years and there was no public
sanction or penalty imposed on her by the relevant regulatory bodies during
the financial year.
S P Setia Berhad Group Annual Report 2017 OUR LEADERSHIP AND PEOPLE 43
DIRECTORS’
PROFILES
Tengku Dato’ Ab. Aziz Bin Tengku Mahmud is currently the Chief Executive
Office (“CEO”) of PNB Merdeka Ventures Sdn Bhd, a wholly-owned subsidiary
of Permodalan Nasional Berhad. He is responsible for the development of
Warisan Merdeka project, comprising 118-storey tower, retail mall, hotels
and condominiums.
Prior to his appointment as the CEO of PNB Merdeka Ventures Sdn Bhd
on 1 April 2010, he was the Head, Property Development of Sime Darby
Property Berhad from August 2008 to March 2010. He was responsible for
the Property Development Operations in addition to the Hospitality, Leisure
and Asset Management of the Property Division. He also served Kumpulan
Guthrie Berhad as its Head of Property and was the CEO of Guthrie Property
Development Holding Berhad from 2005 to 2007.
Tengku Dato’ Ab. Aziz is a member of the Council on Tall Buildings and
Urban Habitat, the Institution of Engineers Malaysia and Malaysian Institute
of Management.
He does not have any family relationship with any Director and/or major
shareholder of S P Setia Berhad, or any conflict of interest with the Company.
He has not been convicted of any offences over the past five years and there
was no public sanction or penalty imposed on him by the relevant regulatory
bodies during the financial year.
44 OUR LEADERSHIP AND PEOPLE S P Setia Berhad Group Annual Report 2017
DIRECTORS’
PROFILES
Puan Noraini Binti Che Dan was the Vice President of Finance at MISC
Berhad. Prior to that, she served Pernas International Holdings Berhad for
15 years in various capacities including Group General Manager and Chief
Financial Officer. She was also an Audit Senior of a public accounting firm,
Hanafiah Raslan & Mohamad.
She does not have any family relationship with any Director and/or major
shareholder of S P Setia Berhad, or any conflict of interest with the Company.
She has not been convicted of any offences over the past five years and there
was no public sanction or penalty imposed on her by the relevant regulatory
bodies during the financial year.
S P Setia Berhad Group Annual Report 2017 OUR LEADERSHIP AND PEOPLE 45
DIRECTORS’
PROFILES
He does not have any family relationship with any Director and/or major
shareholder of S P Setia Berhad, or any conflict of interest with the Company.
He has not been convicted of any offences over the past five years and there
was no public sanction or penalty imposed on him by the relevant regulatory
bodies during the financial year.
46 OUR LEADERSHIP AND PEOPLE S P Setia Berhad Group Annual Report 2017
DIRECTORS’
PROFILES
Dato’ Azmi Bin Mohd Ali is the Senior Partner of Azmi & Associates, a full service
corporate and commercial law firm of close to 75 lawyers, based in Kuala Lumpur,
Malaysia. The firm, Azmi & Associates under his leadership is recognised as one of the
largest law firms (by size) in Malaysia.
Prior to his endeavour in private practice, Dato’ Azmi has spent six years as an in-
house counsel of PETRONAS. He was involved in projects of national importance for
Malaysia and negotiated and concluded the NGPSA, a major gas development project
for Malaysia, in 1990.
His accomplishments as a corporate lawyer are well noted and have earned him
numerous awards, accolades and recognitions from reputed international legal
publications. He won the prestigious International Law Office 2016 Clients Choice
Award for Malaysia in Mergers & Acquisitions.
Dato’ Azmi is one of the four certified arbitrators for Malaysia for the Panel of
Conciliators and the Panel of Arbitrators of International Centre for Settlement of
Investment Disputes.
He does not have any family relationship with any Director and/or major shareholder of
S P Setia Berhad except by virtue of being a nominee Director of Permodalan Nasional
Berhad. He does not have any conflict of interest with the Company. He has not been
convicted of any offences over the past five years and there was no public sanction or
penalty imposed on him by the relevant regulatory bodies during the financial year.
S P Setia Berhad Group Annual Report 2017 OUR LEADERSHIP AND PEOPLE 47
SENIOR MANAGEMENT TEAM
PROFILES
Date of Appointment as Deputy President and COO of Date of Appointment as EVP and CFO of S P Setia Berhad:
S P Setia Berhad: 1 April 2016 1 April 2016
Datuk Wong started his career in civil engineering projects with Choy Kah Yew joined S P Setia Berhad in April 2014 and was
Syarikat Pembinaan Setia Sdn Bhd in 1976. He was then appointed designated Acting CFO effective 16 June 2014. He has more than
as Chief Executive Officer of Setia Putrajaya Sdn Bhd in December 25 years of working experience in audit, finance and banking,
1999, which constructed the Prime Minister’s Office, Residence starting his career with KPMG in 1990. Choy held several senior
and the Government residential quarters in Putrajaya between the leadership and management positions at Alliance Investment
late 1990s and early 2000s. He was subsequently appointed as Bank Berhad between 2004 and 2014. His last held position
Executive Vice President of S P Setia Berhad in 2013 before his before joining S P Setia was as the Head of Capital Markets for
appointment as Acting Deputy President & COO in 2015. On 1 the investment bank. On 1 April 2016, he was appointed as EVP
April 2016, he assumed the role of Deputy President and COO of and CFO of S P Setia Berhad.
S P Setia Berhad.
His professional qualifications include membership in the
Datuk Wong is currently a director of Perumahan Kinrara Berhad, Malaysian Institute of Certified Public Accountants and the
I & P Supply Berhad and Pelaburan Hartanah Nasional Berhad. Malaysian Institute of Accountants.
Datuk Wong does not have any family relationship with any Director Choy is currently a director of I & P Supply Berhad. He does not
and/or any major shareholder of S P Setia Berhad, nor any conflict have any family relationship with any Director and/or any major
of interest with S P Setia Berhad. He has not been convicted of shareholder of S P Setia Berhad, nor any conflict of interest with
any offences over the past five years and there was no public S P Setia Berhad. He has not been convicted of any offences over
sanction or penalty imposed on him by the relevant regulatory the past five years and there was no public sanction or penalty
bodies during the financial year. imposed on him by the relevant regulatory bodies during the
financial year.
48 OUR LEADERSHIP AND PEOPLE S P Setia Berhad Group Annual Report 2017
SENIOR MANAGEMENT TEAM
PROFILES
Date of Appointment as EVP of S P Setia Berhad: 1 July 2015 Date of Appointment as EVP of S P Setia Berhad: 1 July 2015
BSc (Civil Engineering), University of Leeds, UK. MSc BSc (Civil Engineering), Louisiana State University, USA.
(Construction Management), University of Birmingham, UK.
Datuk Tan Hon Lim joined S P Setia Berhad as a project engineer
Datuk Koe was appointed as EVP of S P Setia Berhad in July 2015 in November 1990. He was appointed as EVP of S P Setia Berhad
after serving S P Setia for 19 years. He is responsible for the on 1 July 2015 after serving for 26 years. He currently heads the
Group’s eco-themed developments and sits as the Chief Executive Setia Alam, Setia EcoHill and Setia EcoHill 2 township projects
Officer of Setia Eco Park and Setia Eco Glades, and spearheaded for the Group. Datuk Tan was involved in the Group’s first property
the team that conceptualised Setia Eco Templer. Datuk Koe also development projects in Bukit Indah, Ampang and the Group’s
oversees the Group’s developments in the Northern Region as well first township, the 700-acre Pusat Bandar Puchong. He was also
as the China Malaysia Qinzhou Industrial Park project in China. involved in the Group’s first international venture into Vietnam.
Prior to joining the S P Setia Group, Datuk Koe was involved in
various national projects including the country’s rural water supply Datuk Tan does not hold any directorship in any public companies
scheme, the Sungai Selangor Water Supply Scheme Phase 1 and and listed issuers. He does not have any family relationship with
the Petronas Twin Towers. any Director and/or any major shareholder of S P Setia Berhad,
nor any conflict of interest with S P Setia Berhad. He has not
Datuk Koe is a member of the Institute of Engineers Malaysia and is a been convicted of any offences over the past five years and there
Professional Engineer registered with the Board of Engineers, Malaysia. was no public sanction or penalty imposed on him by the relevant
He is also a member of the National Council of FIABCI Malaysia. regulatory bodies during the financial year.
Datuk Koe does not hold any directorship in any public companies
and listed issuers. He does not have any family relationship with
any Director and/or any major shareholder of S P Setia Berhad,
nor any conflict of interest with S P Setia Berhad. He has not
been convicted of any offences over the past five years and there
was no public sanction or penalty imposed on him by the relevant
regulatory bodies during the financial year.
S P Setia Berhad Group Annual Report 2017 OUR LEADERSHIP AND PEOPLE 49
SENIOR MANAGEMENT TEAM
PROFILES
50 OUR LEADERSHIP AND PEOPLE S P Setia Berhad Group Annual Report 2017
SENIOR MANAGEMENT TEAM
PROFILES
Date of Appointment as EVP of S P Setia Berhad: 1 December 2017 Bachelor of Engineering (Civil), University of New South
Wales, Australia
Advanced Diploma in Accountancy, Institute Technology
Master of Business Administration, Nottingham Trent
MARA, Malaysia
University, UK
Executive Masters of Business Administration, Universiti
Teknologi MARA, Malaysia Stanley joined the S P Setia Group as a Project Manager in
1997 and was involved in the developments of residential and
Yuslina Mohd Yunus was the Group Managing Director for the commercial units in Precinct 9, Putrajaya. He was also involved
I & P Group before assuming her role as an Executive Vice in the development of the prestigious Prime Minister’s Office and
President of S P Setia this year. She currently oversees all the Residence in Putrajaya. Thereafter, he spent five years in Vietnam
projects for the I & P division under Setia. as General Director of EcoXuan, a township development by
S P Setia. He assumed the role of Divisional General Manager for
Yuslina is a member of the Malaysian Institute of Accountants. Property Division (South) of S P Setia Berhad in May 2016.
Yuslina is currently a director of Perumahan Kinrara Berhad. She Stanley is a Professional Engineer registered with the Board
does not have any family relationship with any Director and/or of Engineers in Malaysia and is a Member of the Institute of
any major shareholder of S P Setia Berhad, nor any conflict of Engineers, Malaysia.
interest with S P Setia Berhad. She has not been convicted of any
offences over the past five years and there was no public sanction Stanley does not hold any directorship in any public companies
or penalty imposed on her by the relevant regulatory bodies during and listed issuers. He does not have any family relationship with
the financial year. any Director and/or any major shareholder of S P Setia Berhad,
nor any conflict of interest with S P Setia Berhad. He has not
been convicted of any offences over the past five years and there
was no public sanction or penalty imposed on him by the relevant
regulatory bodies during the financial year.
S P Setia Berhad Group Annual Report 2017 OUR LEADERSHIP AND PEOPLE 51
SENIOR MANAGEMENT TEAM
PROFILES
Bachelor of Engineering (Civil), University of New South Bachelor of Engineering (Hons) in Civil Engineering, University
Wales, Australia Science of Malaysia
Master of Business Administration, Universiti Malaya
Paul joined S P Setia as Senior Manager in April 1997. He was
involved in the development of residential and commercial units Tony joined S P Setia in 2007 as Project Manager for Setia Walk.
at Precinct 9 and Precinct 15, Putrajaya. He was also involved in Since then he rose through the ranks to become the Head of
the development of Duta One, an early gated and guarded luxury Technical in 2012 and in 2015 was appointed as General Manager
development by S P Setia in Kuala Lumpur. for KL Eco City, S P Setia’s first large-scale integrated mixed
development project.
Paul was later assigned to manage the development of Fulton
Lane, Melbourne, S P Setia’s first foray into the Australian He assumed the role as Divisional General Manager in May 2016
market. He assumed the role of Divisional General Manager, and oversees S P Setia’s Integrated Commercial Developments
Niche Development Division in January 2015 and oversees the which includes KL Eco City and the new Setia Federal Hill
development of S P Setia’s Niche Developments which include development in Kuala Lumpur. He is also involved in Battersea
Setia Sky Residences, Setia Walk, TRIO by Setia and Setia Sky Power Station, London where S P Setia is part of the consortium
Seputeh. for this regeneration development.
Paul is a Member of the Institute of Engineers, Australia. Tony does not hold any directorship in any public companies and
listed issuers. He does not have any family relationship with any
Paul does not hold any directorship in any public companies and Director and/or any major shareholder of S P Setia Berhad, nor
listed issuers. He does not have any family relationship with any any conflict of interest with S P Setia Berhad. He has not been
Director and/or any major shareholder of S P Setia Berhad, nor convicted of any offences over the past five years and there was
any conflict of interest with S P Setia Berhad. He has not been no public sanction or penalty imposed on him by the relevant
convicted of any offences over the past five years and there was regulatory bodies during the financial year.
no public sanction or penalty imposed on him by the relevant
regulatory bodies during the financial year.
52 OUR LEADERSHIP AND PEOPLE S P Setia Berhad Group Annual Report 2017
SENIOR MANAGEMENT TEAM
PROFILES
Bachelor of Science (Hons) in Civil Engineering, Memphis BA (Hons) International Relations, Staffordshire University,
State University, Memphis, Tennesse, USA UK
Datuk Zaini Yusoff brings with him more than 30 years of Nadiah joined S P Setia Berhad in October 2016 as Divisional
experience providing fiscal, strategic and operations leadership General Manager, Group Human Resources. She has been
in various corporations. He oversees all the projects for the I & P in the Human Resources (“HR”) line for more than twenty
division under S P Setia. years specialising in Organizational Development and Change
Management. Her experiences span across both local and Fortune
Datuk Zaini is a member of the Board of Engineers of Malaysia 500 companies in various industries with local/regional and HQ
(“BEM”), American Society of Civil Engineers (“ASCE”) and roles. Her general experience has been to drive the people agenda
Associated Productivity Specialists (“APS”). and primarily anchored upon HR Transformation work.
Datuk Zaini does not hold any directorship in any public companies Her role was re-designated to Chief Human Resources Officer in
and listed issuers. He does not have any family relationship with March 2017 and is instrumental in S P Setia Berhad’s Diversity and
any Director and/or any major shareholder of S P Setia Berhad, Inclusion Agenda. She oversees the formulation of human capital
nor any conflict of interest with S P Setia Berhad. He has not policies and procedures, enhancement of organisational values
been convicted of any offences over the past five years and there and cultures as well as developing organisational capabilities and
was no public sanction or penalty imposed on him by the relevant enhancing employee engagement within Team Setia.
regulatory bodies during the financial year.
Nadiah does not hold any directorship in any public companies
and listed issuers. She does not have any family relationship with
any Director and/or any major shareholder of S P Setia Berhad,
nor any conflict of interest with S P Setia Berhad. She has not
been convicted of any offences over the past five years and there
was no public sanction or penalty imposed on her by the relevant
regulatory bodies during the financial year.
S P Setia Berhad Group Annual Report 2017 OUR LEADERSHIP AND PEOPLE 53
ACHIEVEMENTS
21 MAR 2017
25 FEB 2017 LAUNCH
OF SETIA
WOMEN’S
NETWORK -
WOMEN OF
UNVEILING OF INSPIRATION
THE SALES @ SETIA
GALLERY
FOR TRIO Setia recognises gender diversity and the Setia Women’s
BY SETIA AT Network was established to provide a support system
BUKIT TINGGI, that encourages the women of Setia to follow their career
KLANG aspirations.
54 OUR ACHIEVEMENTS AND ACCOLADES S P Setia Berhad Group Annual Report 2017
ACHIEVEMENTS
S P Setia Berhad signed a conditional share purchase agreement Setia bagged 5 awards at the 9th Malaysia Landscape
to acquire I & P Group Sdn. Berhad for RM3.6 billion. Architecture Award (“MLAA”) 2016. For the developer
category’s Landscape Development Award, the Excellence
Award went to Charms of Nusantara at Setia Eco Glades, the
Special Honour Award went to Wetlands@Setia Alam and the
19 APR 2017 Honour Award went to the Grassland Park & Oriental Garden at
Setia EcoHill. For the developer category’s Landscape Master
Plan Award, the Excellence Award was awarded to Setia Eco
Glades whereas the Honour Award went to Setia Eco Cascadia
in Johor.
LAUNCH
OF THE
NATIONWIDE
S.E.A.L
CAMPAIGN 12 MAY 2017
BY S P SETIA
16 MAY 2017
AWARD AT
THE READER’S
DIGEST
TRUSTED
BRAND AWARD SETIA
2017 LAUNCHES
CITIZEN
S P Setia was named as the Platinum award winner in the SETIA
Reader’s Digest Trusted Brand Award 2017 in the Property FACEBOOK
Development Category. PAGE
S P Setia Berhad Group Annual Report 2017 OUR ACHIEVEMENTS AND ACCOLADES 55
ACHIEVEMENTS
S P SETIA
APPOINTS
SHANGRI-LA TO S P SETIA
BE THE HOTEL HANDS OVER
OPERATOR FOR APARTMENTS
ITS LATEST FOR
DEVELOPMENT GOVERNMENT
IN MELBOURNE, SERVANTS
AUSTRALIA UNDER PPA1M
S P Setia Bhd officially announced Shangri-La Hotels and In a collaboration with Pembangunan Penjawat Awam
Resorts as the hotel operator for its proposed twin-tower 1Malaysia (“PPA1M”) and Perbadanan Putrajaya, S P Setia
development in Melbourne’s Central Business District (“CBD”). handed over 1000 apartment units of Selasih @ Precinct 17
in Putrajaya. The event was graced by Y.A.B Dato’ Sri Mohd
Najib Tun Abdul Razak, the Prime Minister of Malaysia.
17 JUN 2017
21 JUN 2017
COMMEMORATION
OF WORLD
ENVIRONMENT
DAY 2017
56 OUR ACHIEVEMENTS AND ACCOLADES S P Setia Berhad Group Annual Report 2017
ACHIEVEMENTS
LAUNCH
OF THE
EARTHLINGS
PROJECT BY
S P SETIA
S P Setia Berhad Group Annual Report 2017 OUR ACHIEVEMENTS AND ACCOLADES 57
ACHIEVEMENTS
15 SEP 2017
30 OCT 2017
SETIA
PRECAST’S
S P SETIA
FOURTH WIN
RETAINS NO.1
FOR DELIVERING
SPOT FOR
EXCELLENCE IN
A RECORD-
INDUSTRIALISED
BREAKING
BUILDING
10TH TIME AT
SYSTEM (“IBS”)
THE EDGE
Setia Precast Sdn Bhd, a wholly owned subsidiary of S P Setia MALAYSIA
PROPERTY
Berhad, was awarded the prestigious Industrialised Building
EXCELLENCE
System (“IBS”) Special Award category for the fourth time AWARDS 2017
at the Malaysia Construction Industry Excellence Award
(“MCIEA”) 2017; this time around for its construction of the S P Setia proved its mettle again by topping The Edge Malaysia
Seri Kasturi affordable apartments in Setia Alam. Property Excellence Awards 2017’s Top Property Developers
Award category this year. This marks S P Setia’s 10th win of the
top spot and retaining S P Setia as the record holder for this
award. S P Setia also garnered the Affordable Urban Housing
6 OCT 2017 Excellence Award for the second consecutive time; this time
for its Seri Mutiara Apartment whereas Dato’ Khor Chap Jen
ECO was presented with The Edge Malaysia Outstanding Property
SANCTUARY CEO Award 2017.
BY S P SETIA
AWARDED
AT THE
SINGAPORE
PROPERTY
AWARD 2017
58 OUR ACHIEVEMENTS AND ACCOLADES S P Setia Berhad Group Annual Report 2017
ACHIEVEMENTS
S P Setia Berhad Group Annual Report 2017 OUR ACHIEVEMENTS AND ACCOLADES 59
ACCOLADES
Outstanding Property CEO Award Best Retail Development Best Sustainable Development
2017 – Dato’ CJ Khor 2014 – Setia City Mall, Selangor 2015 – S P Setia Corporate HQ,
Setia Alam, Selangor
Affordable Urban Housing Excellence Best Master Plan Development
2017 – Seri Mutiara Apartment, 2013 – Setia Alam, Selangor Best Retail Development
Selangor 2009 – Setia Eco Gardens, Johor 2013 – Setia City Mall, Setia Alam,
2016 – Seri Kasturi Apartment, 2007 – Setia Eco Park, Selangor Selangor
Selangor
Best Purpose-Built/Specialised Best Master Plan Development
Notable Property Achievement Project 2017 – Setia Eco Glades, Cyberjaya
2015 – Setia Eco Park, Selangor 2012 – Eco Greens, Setia Eco Gardens, 2012 – Setia Alam, Selangor
Johor 2008 – Setia Eco Gardens, Johor
PAM Green Excellence 2006 – Setia Eco Park, Selangor
2015 – S P Setia Corporate HQ, Best Residential (Low-Rise)
Selangor Development
Best Purpose-Built/Specialised Project
2013 – Setia City Mall, Selangor 2011 – Setia Eco Park, Selangor
2011 – Eco Greens, Setia Eco Gardens,
Johor
PEPS Value Creation Excellence Runner-up Best Master Plan
2013 – SetiaWalk, Selangor Development
Best Residential (Low-Rise)
2010 – EcoLakes, Vietnam Development
2010 – Setia Eco Park, Selangor
2006 – Duta Nusantara, Kuala Lumpur
60 OUR ACHIEVEMENTS AND ACCOLADES S P Setia Berhad Group Annual Report 2017
ACCOLADES
8-TIME WINNER
Starter Home category Highest Growth in Profit after Tax Over
Excellence Award Three Years
2016 – Seri Baiduri, Setia Alam, Selangor Silver Award
Earth Conscious category 2017 – S P Setia
Aon Best Employers Malaysia Excellence Award
2016 – S P Setia Corporate HQ, Setia 8. FIABCI Singapore Property Awards
Alam, Selangor Sustainable Development
Best Employers in Malaysia 2017 – Eco Sanctuary, Singapore
2. Malaysia Landscape Architecture Awards
2017, 2016, 2015, 2013, 2011, 2009, (“MLAA”) 9. BCI Asia Top 10 Developers Awards
2005, 2003 2017* – Developer & GLC (Development) 2017, 2016, 2015, 2014, 2013, 2012,
Category 2011
Excellent Award
2016 – Best Employers for
Charm of Nusantara, Setia Eco Glades, 10. PwC’s Building Trust Awards
Commitment to Engagement Cyberjaya
Top 20 finalists
Special Honour Award
2013 – Best of the Best Employer 2017 – S P Setia Berhad
Wetlands Park, Setia Alam, Shah Alam
Honour Award 11. Putra Brand Awards
2010 – Overall Best Employers in Grassland Park & Oriental Garden,
2017, 2015 – Silver in Property Development
Malaysia Setia EcoHill, Semenyih
2016 – Bronze in Property Development
2017* – Developer & GLC (Master Plan)
2011 – Best Employer in Asia Pacific Category 2014 – Most Enterprising Brand of the Year
Excellent Award 2014, 2013, 2012 – Gold in Property
Setia Eco Glades, Cyberjaya Development
Honour Award
Setia Eco Cascadia, Johor Bahru 12. GreenRE Rating
2017 – Platinum Certificate in non-
*Year of award ceremony
residential category – S P Setia Berhad
Coporate HQ, Setia Alam, Selangor
3. Reader’s Digest Trusted Brand Award
2017, 2016 – Platinum Trusted Brand 2015 – Platinum Certification (Provisional)
Award for Property Development
in the non-residential category – S P Setia
Berhad Corporate HQ, Setia Alam, Selangor
2015, 2014, 2013, 2012, 2011 –
Gold Trusted Brand Award for Property 13. National Annual Corporate Report Awards
Development (“NACRA”)
2017 – S P Setia Berhad – Certificate of
Merit
S P Setia Berhad Group Annual Report 2017 OUR ACHIEVEMENTS AND ACCOLADES 61
SUSTAINABILITY
STATEMENT
At S P Setia, sustainability is an integral component of how we conduct and manage our
business on all fronts. Sustainability has been a one of the key factor contributing to the
longevity of S P Setia from the very beginning. The Group’s mission, vision and core
values enable a platform to cultivate sustainability which encapsulates our goal in creating
outstanding properties that enrich lives and communities.
Guided by our philosophy, , we believe by creating a workplace the values their contributions. In all
that it is key to ensure the well-being of our residents, of this, our efforts have been guided by a robust governance
employees, communities whilst simultaneously, protect the framework that promotes ethical behaviour, accountability,
natural environment in the places where we have a presence. transparency and integrity.
Over the years, we have embraced innovation and leveraged
on technology to ensure we are able to deliver sustainable Moving forward, we will continue to seek new opportunities to
development projects that meet our customers’ needs realise our sustainability roadmap, for the needs of the present
while preserving the biodiversity of the area. Across these and future generations. Fueled by our passion, we remain
developments, we have created thriving, safe and inclusive committed towards uplifting the quality of life of people,
communities where people aspire to live in. designing places where people can while
minimising our impact on the environment. We are shaping a
We have been consistently focused on inspiring, nurturing and better tomorrow, today.
empowering Team Setia to achieve our strategic growth goals
REPORTING SCOPE AND BOUNDARIES environmental and social impact brought We will work
about by our property development activities
This statement represents S P Setia’s in these regions. towards ensuring
second Sustainability Statement, covering
the reporting period between 1st January We also constantly review our approach continuous
and 31st December 2017. in managing sustainability challenges that
have an impact on our stakeholders and disclosures on the
This sustainability statement provides a shareholders. We will work towards ensuring
detailed overview of the Group’s sustainability continuous disclosures on the improvement of improvement of
practices in respond to the changing dynamics our sustainability initiatives as we believe in
of the overall property industry landscape, the long-term benefits it has on our business our sustainability
highlighting our economic, environmental and the communities around us.
and social (“EES”) impact. It describes initiatives
activities occurring at all our business units This statement has been prepared in
across the Central (Klang Valley), Northern accordance with paragraph 29, Part A of
(Penang) and Southern (Johor and Singapore) Appendix 9C of Bursa Malaysia’s Main
regions. Keeping in mind that each region Market Listing Requirements (“Main LR”) on
may have issues specific to them, this report Sustainability Statements in Annual Report.
therefore will focus on significant economic,
OUR SUSTAINABILITY GOVERNANCE STRUCTURE For detailed disclosure on our risk management framework and
practices, please refer to the Statement on Risk Management
We uphold high standards of corporate governance throughout and Internal Control on page 115 of the 2017 Annual Report.
our operations as it forms a strong basis to safeguard
shareholders’ interests. We are responsive and transparent in For detailed disclosure on our corporate governance framework
our business practices as this demonstrates our accountability and practices, please refer to the Corporate Governance
in ensuring long-term business growth. We also continue to Overview Statement on page 89 of the 2017 Annual Report.
stay current and adhered to various new regulations, best
practices, policies and procedures in the places where we Our efforts in driving sustainability is further supported by
operate in. the S P Setia Foundation, which has been established since
2000 to spearhead company-wide initiatives that focus on
S P Setia’s sustainability management comes under the purview educating and assisting the less fortunate. The Foundation is
of our Management Risk Team (“MRT”), comprising members steered by the Management Committee comprising the Chief
from the Group’s Senior Management Team. Supported by our Executive Officer (“CEO”), Chief Operating Officer (“COO”)
Business Units, the MRT ensures that the Group continues to and Chief Financial Officer (“CFO”). The Board of Trustees
make progress and improvements across its EES activities. determines the overall direction for the Foundation’s activities
In addition to operational risks, the MRT together with the and initiatives.
respective Business Units also deliberate on matters relating
to material economic, environmental and social risks as well
as new opportunities on a quarterly basis. The MRT keeps the MATERIALITY
Board abreast on matter relating to these key risks identified.
As a property developer with a dominant presence nationwide,
we regularly engaged with our stakeholders to identify,
BOARD OF DIRECTORS (“BOD”) review, and prioritise material issues that are relevant and
significant to the Group and our stakeholders. We also took
Board
Level
MANAGEMENT RISK TEAM (“MRT”) For 2017, eight issues/areas had been identified to be material,
Management
Working/
TRUSTEES
• Interviews and dialogues / engagement sessions with our
employees; and
• Regular meetings with the government and regulatory
MANAGEMENT COMMITTEE authorities to understand policy, rules and regulations
Working
S P SETIA FOUNDATION
We are mindful that our business decisions touch the lives of people from all segments of society as we are in the business of
building homes and designing living environments, while at the same time, expanding our footprint into new markets.
To help us gain insights, expectations and general feedback on every aspect of our operations, we engaged with our stakeholders
through multifaceted platforms to help us improve on many fronts. Throughout the year under review, we had open discussions,
dialogues and conversations where we engaged and listened attentively to their feedback as this will help us improve our
economic, environmental and social performance. It will also provide an avenue for us to enhance our business processes and
create products that are desirable.
COMMITMENT TO INNOVATION
Over the years, sustainability has become an increasingly important area for the Group.
Recognising this, we have applied innovation and leveraged on technology to improve our
ECONOMIC sustainability performance, where possible. Our focus is simple – it is about leaving a positive
legacy on the environment, community and the broader economy.
The new Integrated Rail Hub (LRT and KTM) in KL Eco City connects you to your chosen destination.
REDUCING OUR CARBON FOOTPRINT in terms of look and feel. This product The engineered
WITH ENGINEERED FLOORING consists of solid wood lamella glued onto
timber laminates. Coupled with the use of solid wood
Eco-friendly and sustainable features within technology, the classic, timeless appeal of
the home is beginning to rise. In line with our solid timber flooring is now being produced in flooring has the
commitment to deliver sustainable quality a sustainable manner.
products, and homeowners becoming more characteristic of
environmentally and socially responsible, S P Setia-Wood Industries Sdn Bhd has obtained
Setia, via our wholly-owned subsidiary Setia- certification from the Programme for the solid timber
Endorsement of Forest Certification (“PEFC”),
flooring, in terms
Wood Industries Sdn Bhd, began producing
engineered solid wood flooring for our own the world’s largest forest certification system
development projects. that ensures sustainable use of forest
resources. We are currently in the midst of of look and feel.
The engineered solid wood flooring has obtaining the Forest Stewardship Council
the characteristic of solid timber flooring, (“FSC”) certification as well.
PROPERTY DEVELOPMENT PROJECTS of amenities and facilities. Across all our townships, we have
successfully combined all these elements.
In an industry that revolves around brick and mortar, S P
Setia prides itself on being more than just a builder. For us, Our townships have also adopted green technology to ensure
sustainability is a way of life. Hence, wherever we set our footprint, energy efficiency and the use of renewable energy, where
we strive to build quality homes, build strong bonds with our possible. To encourage community living, we have designed
communities, create ecological features and sustainable living conveniently-located facilities such as the Setia City Mall,
environments that provide long-term benefits to our residents Setia City Convention Centre, Setia SPICE Convention Centre,
and the surrounding communities. recreational parks, schools and community centres that
allow our residents and the larger community to interact and
At our township developments, sustainability is not just about strengthen relationship bonds.
living an eco-friendly lifestyle. It is about being socially and
economically inclusive whereby our residents are able to For detailed disclosure on our property development, please
connect with members of the community, engage in healthy, refer to the MD&A statement on page 16 of the 2017 Annual
social interactions as well as having access to a wide range Report.
We have taken important strides in driving our sustainability efforts at our township development
projects. S P Setia has put in place a comprehensive Environmental Management System
(“EMS”) which has received ISO14001:2004 certification. In 2017, we had obtained the
Occupational Health and Safety Assessment Series, (“OHSAS”) 18001:2017 certification to
ENVIRONMENT enhance our commitment in this area.
Each Business Unit has its own Health, Safety and Environment (“HSE”) committee to oversee
HSE concerns at project sites. These Business Units’ HSE committee come under the purview
of the Group Safety Committee which is chaired by the Chief Operating Officer. In January
2017, our HSE Policy was updated to provide a more robust framework of all our operating
procedures.
• Before the start of any development project that is more than 50 hectares, an Environmental
Impact Assessment (“EIA”) is conducted to evaluate the environmental impact of the
proposed project.
• Together with a third-party consultant, an Environmental Management Plan is then designed
to ensure that appropriate environmental management practices are adhered to during the
construction phase. A monitoring programme has been put in place to ensure compliance
with the requirements of the Environmental Quality Act 1974.
• Further to this, we also monitor the quality levels of the air, water and noise on a quarterly
basis to ensure they are within permissible levels. To do this, special equipment are placed
at strategic points within and around the parameter of the project site. Analysis on the
samples are then conducted to ascertain the results.
• Aside from this, we also monitor traffic flow and waste management processes.
• An Emergency Response Plan at sites have also been established to manage fire, flood and
chemical spillage.
We take our role in reducing our carbon footprint seriously and ensure these steps are carried
out. Even for smaller projects that do not require DOE’s EIA to be done, we have our internal
checklist and standards in place to ensure all vital and necessary HSE matters and practices
are implemented. Apart from the DOE’s health, safety and environmental tracking and
monitoring requirement, the Group had put in place our very own monitoring and tracking
system – “Health, Safety and Environment Inspection” for our development projects which is
reported in the monthly Senior Management Team Meeting.
CONTRACTORS
Our efforts to meet international benchmarks for green architecture and sustainable development have been acknowledged and
are reflected in the various green awards that we have received over the years.
In fact, our Corporate HQ was the first corporate office in the integrated commercial hub of Setia Alam to be accorded green
building (Platinum) status by the Green Building Index (“GBI”) and GreenRE. These awards recognise our commitment and
efforts in promoting sustainability in the property industry. In 2017, the Setia SPICE Convention Centre in Penang obtained the
provisional GBI Certification while Eco Sanctuary in Singapore received the BCA Green Mark Platinum certification.
We have obtained the following certifications for the following property development projects:
ECO SANCTUARY its network of walking and biking trails Eco Sanctuary was
that lead to the other parks and forest
In 2017, Eco Sanctuary was the first reserves. the first Singapore
Singapore project to receive the Singapore • During the planning stage, an in-depth
Property Award 2017 under the Sustainable biodiversity study of the site and its project to receive
surroundings was carried out to ensure
the Singapore
Development category from FIABCI
Singapore. It also achieved the BCA Green that there was minimum impact towards
the surrounding environment. Following
Property Award
Mark’s Platinum Award for its eco-friendly
designs and features. this, the landscape was designed to
2017 under
enhance its biodiversity, one that was
Eco Sanctuary is essentially a nature-inspired suitable for the local flora and fauna
species found in the area.
the Sustainable
luxury residential project which was designed
to be sustainable and eco-friendly. Some of • Eco Sanctuary boasts architectural
uniqueness. The use of biomimicry
its key sustainable development features are
as follows: architecture to create the striking Development
category from
honeycomb design of the façade resulted
• Strategically located, this development is in not just an eye-catching building profile
nestled within Singapore’s greenbelt. Eco
Sanctuary is situated adjacent to Zheng •
but also a solar-passive building.
Advanced construction methods including
FIABCI Singapore.
Hua Park and Cheng Hua Gardens, within precast construction for superstructure
walking distance of the Bukit Timah and advanced system formwork were
Nature Reserve (Central Catchment used to allow us to build efficiently, safely
Nature Reserve) as well as the Dairy Farm and with minimal wastage.
Nature Park. The development’s Butterfly
Gate allows residents easy and exclusive
access to Zheng Hua Park, in addition to
Setia SPICE Convention Centre comprises a 4,500 square metre pillarless Also within Setia SPICE is the Setia SPICE
ballroom that provides unobstructed views of the stage as well as accommodates Arena, once known as PISA (Penang
up to 400 round banquet tables or 8,000 chairs theatre seating for conferences International Sports Arena). After undergoing
and exhibitions. The grand ballroom is truly a unique event space as it includes major renovations, Setia SPICE Arena now
a modern retractable partition system to ensure space flexibility and at the has a wide range of state-of-the-art facilities
same time, allows the ballroom to be divided into four smaller halls. including a multi-purpose indoor arena that
comes completed with 33,000 square feet of
Some of its features include: uninterrupted space, surrounded by 10,000
terrace seats capable of holding a range of
• A rainwater harvesting system that reduces the total potable water events for large crowds.
consumption and water efficient fittings being used;
MANAGING BIODIVERSITY
We have planted a wide range of fruit trees that provide food In collaboration with the Malaysian Nature Society, 72 species
and habitat for birds and other fauna in our eco-themed of birds were identified in the wetlands habitat. Fruit-bearing
development projects to encourage their return and to ensure trees were planted to attract birds, and this has proven to be
the existing eco-systems are maintained, in consultation successful with birds having been spotted returning to Setia
with Cyber Plant Conservation (“CPCNet”) – a community Eco Glades. A similar project was executed at Setia Eco Park
programme dedicated to keeping Malaysia’s rare and diverse in collaboration with the KL Bird Park.
fruit tree species for future generations.
In consultation with the Malaysian Zoological Society, 27 species of freshwater fish were identified at the wetlands of Setia Eco
Glades. Following the recommendations of the society, the fish were hand-gathered during the earthwork stage of construction
and released into an on-site pond. Similar work was conducted at Setia Eco Park with the Fisheries Department. The presence
of local fish has encouraged birds to nest in the area.
Protecting butterflies
In Singapore, a specialist was engaged to conduct a study and provide conservation advice during the planning stage of the Eco
Sanctuary. This study had enabled the wildlife consultant to assist in ensuring the protection and conservation of biodiversity
during the development phase, which resulted in an enhanced and strengthened ecosystem. More butterflies and dragonflies (in
addition to birds and squirrels) are sighted much to the delight of the residents of Eco Sanctuary.
The Penang Butterfly Farm carried out a site survey on resident species of butterflies at Setia Eco Glades. Nectar plants were
cultivated at landscape gardens to provide a food source for the butterfly population that were relocated to the site with the help
of the Penang Butterfly Farm. A breeding environment for butterflies has also been created at Setia Eco Park.
We are committed to reducing our consumption of water and electricity. Recognising that we could not work in isolation
but required a whole-of-organisation approach, we promoted environmental awareness among our employees through various
initiatives and encouraged Team Setia to adopt environmentally-friendly working methods.
We began tracking our water and electricity consumption in 2016 and in 2017, this was extended to our Southern and Northern
region, known as Property South, Welcome Centre and Property North, Welcome Centre.
The consumption of electricity and water in 2017 had increased compared to 2016, mainly due to the increase in the space
occupancy which was previously vacant at S P Setia Corporate HQ. In addition, we had organised several activities to promote
our new projects launches and more staff activities were held such as departmental gatherings during festive seasons, annual
dinner performance practices including additional training programmes were held for staff in the building.
S P Setia prides itself on being a nurturing organisation that provides career development
opportunities as well as competitive benefits to our dedicated staff, Team Setia. S P Setia
SOCIAL is a place where talents are groomed and achievements credited to the team. To achieve our
goal of consistently meeting our customers’ needs by providing exceptional customer service
and product quality, we instill a culture of excellence by promoting a commitment to quality,
teamwork and professionalism among our employees.
On 1 December 2017, we completed the acquisition of I & P Group Sdn. Berhad whereby
employees from I & P Group became part of Team Setia. To help them through the integration
process, we conducted regular engagement sessions, training programmes, roadshows and
even town hall meetings.
For us to continue to maintain our leadership position, it is Apart from talks to students on career opportunities, we
important that we have a high-performing talent base. To also allowed them to experience working life at S P Setia
attract the best talent, we have put in place a wide range via internships. In 2017, we accepted 50 interns who were
of talent acquisition strategies, ranging from digital platforms provided with a mentor who helped them gain insightful
to campus career fairs. We also collaborated with institutions experiences in building professional careers. It also provided
of higher learning and participated in career fairs where we us with the opportunity to identify and foster new talent for our
held career talks to help students gain a better understanding organisation. They were evaluated based on their performance
of working life. We have also sourced for talent via the while identified talents were recommended for future hiring
social media platform such as LinkedIn, networking groups, needs.
advertisements, job postings on the Setia website as well as
job portals such as Jobstreet. DIVERSITY AND EQUAL OPPORTUNITY
We also have in place an Employee Referral programme where At S P Setia, we value diversity of thought and experience
incentives were given to those who refer successful individuals as this serves to make S P Setia stronger. We have always
to the organisation. Other platforms used include Executive aspired to create an inclusive and inspiring workplace that
Search Firms, attending events/seminars and also networking fosters diversity and appreciate the differences in our values
events with relevant professionals. as we support the participation of all employees.
CAREER TALKS AND CAREER FAIRS In terms of gender equality, we strive to achieve balanced
representation of men and women at all levels of the
Cognisant of the need to increase awareness of career organisation. We believe that everyone should have access
opportunities at S P Setia and enhance our brand name, we to the same rewards and opportunities. As at 31 December
conducted career talks at institutions of higher education 2017, 43.5% of our employees were women.
as well as careers fairs. These sessions provided us with an
opportunity to meet new talent who have the potential to be Our workplaces have also been equipped to cater to a diverse
part of Team Setia while for students, it was sharing with them employee base. For example, all employees at Setia Corporate
new career platforms they could tap on upon graduation. HQ are provided amenities such as a nursing room, designated
parking lots for expectant mothers, a fully equipped gym and
Throughout 2017, we took part in 15 events, such as the a learning centre.
Malaysia Career & Training Fair (MCTF) organised by Jobstreet,
Graduan Aspire Career & Postgraduate organised by Biz
Connexion, Awesome Career Fair by WOBB, Penang Career
& Postgraduate Expo organised by PenExpo, myStarjob.com
Fair by the Star Media Group, and M100 Leading Graduate
Employers Career Fair organised by GTI Media.
1275 (56.5%)
1042 (58.1%)
1053 (57.7%)
981 (43.5%)
771 (42.3%)
752 (41.9%)
Female Male
71.10%
70.10%
67.08%
46.90%
45.64%
45.30%
40.97%
37.60%
37.50%
37.23%
31.90%
25.80%
7.60%
6.70%
5.54%
FY 2016 (total 771 (42.3%))
The programme is backed by our very own CEO, Dato’ Khor Chap Jen; chaired by the
COO, Datuk Wong Tuck Wai while the appointed Advisor is Dato’ Zuraidah Binti Atan,
a member of our Board. The overall programme is led by our Chief Human Resources
Officer, Nadiah Tan Abdullah.
• REALISE the potential of every female talent through our development initiatives, based on the strong values set forth in our
Employer Value Proposition (“EVP”). As we experience further growth, we need to attract the best talent in the market.
• RETAIN our female talent pool within the Setia group by providing the right working environment which will support both
their career aspirations and personal growth.
• RAISE the bar by accelerating the female representation in middle and senior management positions.
Activities initiated under “WIN” were carried out by the appointed Diversity Advocates (“DiVa”). DiVa, is based on the diverse
representation of females in our workforce, taking into consideration their tenure in the company, corporate seniority, age, race,
personality, passion for women’s rights and leadership.
In 2017, the ladies in S P Setia were given a stalk of rose each as a token of appreciation to celebrate International Women’s
day. Focus groups were also conducted to ascertain the challenges faced by them and to discuss their wish list. These will then
be reviewed after which, efforts have been carried out to address their concerns.
139 (53.3%)
122 (46.7%)
113 (44.3%)
102 (53.7%)
142 (55.7%)
88 (46.3%)
gather for functions and activities. Incorporating
the features found at our townships developments, Male
the design assimilated the mangrove area into
our building concept while the colourful stools Female
represented pebbles by the river. An auditorium
FY 2017 FY 2016 FY 2015
stand was also built to replicate the culture of
“tech-talks”, a platform to encourage employees
to share knowledge, experiences or even personal
stories. These efforts to create an inclusive New Hire by Region FY2017 FY2016 FY2015
workplace has been well-received, especially with Central 167 155 208
our employees from Generation Y.
North 46 10 15
In 2012, we started the Good Morning Setia South 21 15 13
(“GMS”) programme that functions as a team East 8 6 11
communication platform to embed the Setia International 19 4 8
Vision, Values and Three Steps of Service on a
Total 261 190 255
daily basis. Designed to inspire and reinforce our
work culture based on S P Setia’s corporate values,
it is also used to share industry updates, Setia’s
progress and other news with all employees.
Staff at the Chinese New Year luncheon trying their luck on the spinning Annual dinner - Setia in Concert 2017
wheel
EMPLOYEE TRAINING
Employee development continues to be a high priority for us. The Group invests about 2% of its salary budget on employee
training, developing specialised, bespoke programmes that equip our employees with the knowledge and skills to meet customers’
changing demands.
ONBOARDING PROGRAMME
In order to sustain our leadership position, we need a team that is constantly Aside from the usual training programmes, study
in-the-know and aware of the latest trends. Recognising the need to amplify tours were carried out to expose our people to
our learning and development programmes, we also have introduced in- various development concepts, techniques and
house training programmes that help our employees develop the necessary methodologies that are currently used in other
competencies for their personal and professional development. countries, thereby enhancing their technical
knowledge and capabilities. In 2017, study tours
These competency-based training programmes are divided into different to Nanning, Berlin and Milan were organised.
levels with specialised content as each programme is tailored to specific
objectives. They cover areas such as soft skills, technical skills, English- TALENT AND LEADERSHIP DEVELOPMENT
language proficiency, information technology and finance.
In 2017, the PeopleXCELLENCE Series a
TECHNICAL TEA TALK programme that helps new managers transition
to a managerial career, was introduced. Taking
Technical Tea Talk is a learning initiative designed to enhance the technical on an employee life-cycle approach, individuals
knowledge of our project team in various areas related to property were exposed to programmes that encourage
construction work. Conducted on the last Friday of every month, internal as mind-set change, new skills and effective team
well as external experts are invited to share their experience and knowledge leadership skills, thus helping new managers
on a specific area. build a solid foundation in people management
capabilities. The framework of this programme
In 2017, a total of seven Tea Talks were held, focusing on topics such as is based on building self-awareness, hiring,
Dampness: Causes and Prevention; Floor Cracks: Causes and Prevention; development, performance management and
Basic Uniform Building By-Laws (“UBBL”); and Precast Design Approach. career progression.
Executive education is a senior leaders’ development initiative Our employees, Team Setia, are our most important asset. We
which ensures our senior leaders are always business savvy, strive to promote a culture of integrity and mutual trust in the
broad minded and up to date with business trends. In 2017, workplace. We continuously encourage Team Setia to perform
two senior leaders attended executive education at the London to the best of their ability and we reward them accordingly.
Business School while four other senior leaders went to the Our Total Reward strategy uses a multi-pronged approach,
Global Institute of Leadership Development Asia (GILD) held ensuring a good balance between immediate and long-term
in Singapore. rewards. The Group has several initiatives in place to support
the employees in different stages of their lives, including
allotments of affordable apartments in Setia Alam.
COMMUNITY OUTREACH During the year under review, Citizen into their daily lives. One of our
Setia’s range of activities included initiatives included the installation of
Citizen Setia “The Wonderful World of Disney on electric vehicle charging stations within
Ice”, where new purchasers were S P Setia developments. A total of 14
We have had a strong track record given complimentary tickets to watch electric vehicle charging stations were
in creating township developments this show ‘live’. In addition to this, the strategically installed at Setia City
that have been chosen by people as a Citizen Setia Facebook Contest was held Mall (two charging stations), Setia City
place where they want to live, play and where other members of Citizen Setia Convention Centre 1 and 2 (two charging
spend their leisure time. Our ability to also stood the chance to win tickets to stations), one charging station at S P
transform our townships into thriving the show. Citizen Setia also offered its Setia Coporate HQ, Setia Alam Welcome
communities that meet the aspirations Facebook fans a special 15% discount Centre, Setia Eco Glades Lifestyle
of our residents and the communities in when they purchased the tickets online. Gallery, Setia Eco Park Lifestyle Hub,
the surrounding area has enabled S P Eco Templer Lifestyle Gallery, EcoHill
Setia to sustain our leadership position Members of Citizen Setia were also Welcome Centre, Setia TRIO Sales
in the industry. further rewarded with free movie Gallery, Setia Seraya Putrajaya, Setia
screenings at selected cinemas in Tropika Welcome Centre, Johor Bahru,
We have in place an appreciation the Klang Valley, Johor, Penang and and Setia Welcome Centre, Penang.
programme known as Citizen Setia that Kota Kinabalu. The younger children This allowed Citizen Setia to charge their
recognises and acknowledges our valued enjoyed the cartoon movie Cars 3, electric vehicle at their convenience. The
and loyal purchasers. Carefully crafted while the adults enjoyed the screening charging stations installed are equipped
to differentiate ourselves and strengthen of Transformers: The Last Knight and with type 3.7kW and 22kW AC charger,
our brand identity amongst Setia Kingsman: The Golden Circle. depending on locations.
property purchasers, all purchasers are
automatically accorded Citizen Setia In line with our commitment towards
status, where they can enjoy a range of creating sustainable environments,
specially curated privileges and various members of Citizen Setia were also
lifestyle experiences. encouraged to integrate sustainability
We also introduced the Earthlings Project, another initiative aimed at In addition, close to 2,000 members of the
encouraging members of Citizen Setia to “go green”, in line with the Group’s Citizen Setia communities came together to
core value of cultivating sustainability to enrich lives and communities. Through attend the numerous educational Re-Love
these projects, members were taught how to make a “vertical plastic-bottle Workshops which saw many perfecting the
garden”, an innovative way of growing edible plants by upcycling plastic bottles craft of building their very own toolboxes
that are readily available. made of used wood and OSB chipboards
(compressed wood flakes) as well as
assembling multi-purpose hooks upcycled
from discarded utensils including metal forks
and spoons. Other workshops held included
the basics of edible gardening reusing food
tin cans that have been clean-sprayed to look
new as ‘planters’ as well as using discarded
PVC banners, felt and clothes to make purses,
bags and carriers.
S P Setia Foundation
We strive to connect communities and create sustainable environments that does not only enrich lives, but also a lasting legacy.
Through the S P Setia Foundation, S P Setia focuses its social efforts in the area of educating and aiding the less fortunate.
A group photo at the UNITY Sports Day held at Setia SPICE Convention Centre
In an effort to help children receive a holistic education, the S P Setia Foundation launched the Setia Caring School Programme
(“SCSP”) in April 2015. Aimed at nurturing a more empathetic, morally-grounded society rooted in the core idea of nurturing
a “caring society”, the S P Setia Foundation adopts underperforming schools to cultivate future leaders who are not only
academically successful, but also grounded in positive moral values and ethics, with empathy for all in a multi-cultural
community. Starting with only three schools in the Klang Valley, we have since extended this programme to schools in Johor and
Penang. To date, the Foundation has adopted nine schools nationwide.
School children being taught about planting and how to set up a green S P Setia Foundation Chairman, Tan Sri Dato’ Seri Dr. Wan Mohd Zahid
ranger garden in their schools Mohd Noordin recording a briefing session at the UNITY Sports Day
#StandTogether
Guided by our ethos of inculcating a ‘caring society’, S P Setia under the banner of SCSP, the Star Media Group and various other
prominent personalities joined forces and launched #StandTogether, a nationwide campaign calling for the first week of April to
be designated as an annual National Kindness Week. This campaign was aimed at addressing the issue of violence in schools,
encourage kind acts amongst students and ensure schools remain as a safe haven for all school-going children.
The campaign was launched by Her Royal Highness Tengku Datin Paduka Setia Zatashah Sultan Sharafuddin Idris Shah at the
Setia International Centre, where celebrities including actress, Lisa Surihani, film maker, JinnyBoy, Youtube sensation, Jenn
Chia, local band, Paperplane Pursuit and Youtube content creator, Arwind Kumar also pledged their support for the campaign.
The Setia Caring School Programme is divided into different Caring areas:
Caring
Areas Caring for Family Caring for Friends Caring for School
Objective Inculcating a caring culture Inculcating a caring culture Inculcating a caring culture
towards family members between friends towards education, teachers and
school facilities
Highlights Parents play vital role in the With the aim of introducing and exposing students to cultural diversity
for 2017 development of children. A and learning how to interact amongst students of different background,
workshop allowing parents to field trips to Ipoh, Melaka and Kuala Lumpur were organised for
understand the importance of deserving students from Standard Three to Six, who demonstrated
cultivating interest in a student’s good attitude throughout other programmes or in school in the past
learning and development was years.
conducted. It was aimed at
educating and encouraging The first Unity Sports Day was also organised, breaking away from the
parents to support students tradition. Instead of competing against schools, groups were formed
interest. with students from three different schools as they had to learn to work
together to complete the tasks and activities.
SCSP also organised a joint graduation ceremony for Year Six students.
This graduation ceremony would be one of the last time all these
students from different schools gathered together under the SCSP
banner. This was done to remind these students that learning can be
fun and creative, and that they will bring this piece of memory with
them to the next phase of their education.
The first ever SCSP Children’s Day celebration for students in Penang
was organised to unite students from all three races as part of the
bigger celebration.
Read more about the Board’s Read more about the Board’s Read more about the Board’s
leadership page 91 effectiveness page 91 accountability page 98
REMUNERATION
Our remuneration policy aims to attract, retain and motivate the right caliber people to drive the performance of the business.
We aim to implement this policy in a transparent manner.
The Malaysian Code on Corporate Governance (“MCCG”) is the standard that promotes good corporate governance practices in
Malaysia and Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements (“Listing Requirements”)
require listed companies to disclose their applications of the Principles set out in the MCCG.
The Company has generally applied the Principles of the MCCG throughout the financial year ended 31 December 2017
(“FY2017”).
LEADERSHIP
Present a fair,
The Board is collectively responsible for setting and upholding high standards of corporate
governance including the way in which the Group conducts its business, its approach with
balanced and
regard to ethical matters, and the definition of acceptable risk in delivering the Group’s strategy
and value creation for its shareholders. It is committed to providing effective leadership by
understandable
ensuring that those governance principles are adhered to throughout the Group, supported by
an effective framework of systems and controls which define clearly delegations of authority
assessment of
and accountabilities.
the Group.
As Chairman, it is my role to ensure that the executive leadership and the Board are able to
discharge their responsibilities effectively. At the same time, I have responsibility to ensure
that a robust succession plan is in place to anticipate all eventualities that may arise.
Each of the Directors brings skills and experiences which assist immensely to enhance the
quality of debate in the boardroom and this healthy interchange also helps to put board as
well as management through their paces which eventually leads to a productive outcome. The
Directors believe that the Board provides effective leadership necessary to steer the Group in
a challenging market environment and towards realising the long term objectives of the Group.
Profile of the Directors are set out on pages 38 to 47 of this Annual Report.
DIVERSITY
We believe that diversity and inclusion are key components of our talent management and
development programmes. Appointment to the Board is based on merit in order to ensure that
the composition of the board is robust and meets the needs of the Group from time to time.
In this regard, it is with pride that I draw attention to the fact that our Board comprised 30%
women Directors during FY2017.
ACCOUNTABILITY
We continue to ensure that the Board presents a fair, balanced and understandable assessment
of the Group’s financial position and its prospects. We are committed to keeping under review
the matters reserved for the Board and Board Committees. The Board Charter and Terms of
Reference of its Board Committees can be found on the website.
Our investor relations programme is of critical importance to the Board. The Board routinely
receives reports from the investor relations team and analysts, together with feedback from
any meetings which the Directors have with institutional investors. We recognise that the
General meetings are an important opportunity for private investors to engage with the Board.
All resolutions will, however, be put to e-polling rather than a show of hands to ensure that
shareholders who are not able to attend the meeting have their votes fully taken into account.
BOARD
The roles of the Chairman and the President/Chief Executive Officer are held by different individuals. Summary of the roles
of the Chairman, the President/Chief Executive Officer, the Senior Independent Director and Non-Executive Directors are as
follows:
• Conducting meetings • Responsible for the overall • Designated contact to • Ensure that business and
of the Board and management of S P Setia whom concerns pertaining investment proposals
shareholders and ensuring Group, ensuring that to S P Setia Group may be presented by management
all Directors are properly strategies, policies and conveyed by shareholders are fully deliberated and
briefed during Board matters set by the Board are and other stakeholders. examined.
discussions. effectively implemented.
• Key role by providing
• Facilitator at meetings of • Regularly reviews the unbiased and independent
the Board and ensure that performance of the views, advice and
no Board member, whether heads of divisions judgment, which take into
executive or non-executive, and departments who account the interests of
dominates the discussion, are responsible for all S P Setia Group and all
and that healthy debate functions contributing to its stakeholders including
takes place. the success of S P Setia shareholders, employees,
Group. customers, business
associates and the
community as a whole.
BOARD AND COMMITTEE MEETINGS the Board meetings to allow sufficient time for the Board to
review, consider and deliberate knowledgeably on the issues
Procedures for Board meetings remain largely unchanged and, where necessary, to obtain further information and
from previous years. The Company Secretary is responsible for explanations to facilitate informed decision making.
advising the Board on appropriate governance matters and for
ensuring a good information flow and that Board procedures The Board is engaged on announcements made by the
are properly followed. Company to Bursa Securities on significant transactions,
whereas news coverage on the events, analyst reports and
Details of the number of meetings of the Board and its matters concerning the Group reported in the media are
Committees held during the year and attendance of Directors disseminated to all the Directors on a daily basis.
thereat are set out below.
Senior Management officers and external advisers may be
invited to attend Board meetings when necessary, to furnish
ACCESS TO INFORMATION AND ADVICE the Board with explanations and comments on the relevant
agenda items tabled at the Board meetings or to provide
The Board has full and unrestricted access to all information clarification on issue(s) that may be raised by any Director.
pertaining to the Group’s business and affairs including
inter alia, financial results, annual budgets, business All Directors have direct and unrestricted access to the advice
reviews against business plans and progress reports on the and services of the Company Secretary and Senior Management
Group’s developments and business strategies, to enable and the Board may seek independent professional advice, at
it to discharge its duties effectively. The agenda and board the Company’s expense, if required, in furtherance of their
papers are circulated to the Board members a week prior to duties.
ATTENDANCE OF DIRECTORS
Number of Meetings
Risk
Audit Management Executive
No. Name of Directors Board Committee Committee NRC Committee
1. Tan Sri Dato’ Seri Dr. Wan Mohd Zahid Bin Mohd Noordin 13 5
2. Dato’ Khor Chap Jen 13 12
3. Dato’ Halipah Binti Esa 12 12
4. Dato’ Ahmad Pardas Bin Senin 12 4 5
5. Dato’ Seri Ir. Hj. Mohd Noor Bin Yaacob 11 4 12
6. Dato’ Zuraidah binti Atan 13
7. Tengku Dato’ Ab. Aziz Bin Tengku Mahmud 13 4
8. Noraini Binti Che Dan 12 8
9. Philip Tan Puay Koon 12 8 5
10. Dato’ Azmi bin Mohd Ali 13 8
TOTAL NO. OF MEETINGS HELD IN FY2017 13 8 4 5 12
RESPONSIBILITY AND DELEGATION The Executive Director/President and Chief Executive Officer
(“CEO”) together with the Deputy President and Chief
The Board is responsible for the overall governance of the Operating Officer (“COO”), Chief Financial Officer (“CFO”)
Group and plays an active role in determining the long-term and Executive Vice Presidents of the Group are accountable
direction and strategy of the Group in order to enhance for the day-to-day management of financial, business and
shareholders’ value. operational matters of the Group within the prescribed limits
of authority and in accordance with the Group’s standard
The responsibilities of the Board include defining and operating procedures, including transforming strategies into
determining the strategic direction, directing future expansion, performance targets to realise the approved business plan
implementing corporate governance, identifying principal risks for the year. They are in turn supported by a management
and ensuring the implementation of appropriate systems committee which comprises the heads of all business units
to manage these risks, human resource planning and and support units.
development, reviewing investments made by the Company,
overseeing the proper conduct of business and reviewing the The Group’s Key Performance Indicators, comprising financial
adequacy and the integrity of the Company’s internal control and non-financial operating drivers, for each financial year
system and management information system. are set and approved by the Board to be achieved by the
Management, led by the President and CEO. Performance
There is a schedule of matters reserved specifically for the of the Group against budget is reviewed and tracked by the
Board’s decision which includes, among others, the approval Board on a quarterly basis in conjunction with the approval
of annual business plans and budgets, material acquisitions of the unaudited quarterly results of the Group. At the end of
and disposals of assets, major capital projects, financial each financial year, the Board undertakes a full year review
results, dividend recommendations, fund raising exercises and of the Group’s performance against the budget and business
Board appointments. plan approved by the Board in the preceding year.
DIRECTORS’ COMMITMENT
The primary objective of the Nomination and Remuneration The Terms of Reference (“TOR”) of the NRC are available
Committee (“NRC”) is to assist the Board in proposing new online for reference in the Board of Directors’ section of the
nominees to the Board and Board Committees, developing and Company’s website at www.spsetia.com.
establishing competitive remuneration policies and packages
and assessing the Directors on an ongoing basis as well as to
administer S P Setia Berhad Group (“Group”) Employees’ Long SUMMARY OF ACTIVITIES OF THE NRC DURING THE
Term Incentive Plan (“LTIP”) comprising the Employee Share YEAR
Option Scheme (“ESOS”) and the Employee Share Grant Plan
(“ESGP”) in such manner as it shall in its discretion deem fit The NRC met five (5) times during the financial year 2017
within such powers and duties as are conferred upon it by the (“FY2017”). Details of the NRC member’s attendance at the
Board as defined in the By-Laws of the LTIP. NRC meetings held during the FY2017 are on page 93 of this
Annual Report. The summary of activities of the NRC during
FY2017 is as follows:
MEMBERS OF THE NRC
With regard to nomination and related matters
Dato’ Ahmad Pardas Bin Senin
(Chairman & Senior Independent Non-Executive Director) 1. Reviewed the performance of the Directors who were
subject to re-election at the 42nd Annual General Meeting
Tan Sri Dato’ Seri Dr. Wan Mohd Zahid Bin Mohd Noordin of the Company held on 18 May 2017 (“42nd AGM”) and
(Non-Independent Non-Executive Director) recommended to the Board the re-election of Dato’ Ahmad
Pardas Bin Senin, Dato’ Seri Ir. Hj. Mohd Noor Bin Yaacob
Philip Tan Puay Koon and Dato’ Zuraidah Binti Atan.
(Independent Non-Executive Director)
2. In conjunction with the acquisition of I & P Group Sdn. 6. Taking cognisance of trainings attended by the Directors
Berhad (“I & P”), which was completed on 1 December on a half yearly basis including and recommending suitable
2017 (“Acquisition of I & P”), assessed and recommended area of topics, if any.
the proposed enhancements to the Group’s organisation
structure to facilitate the integration of staff from I & P During the financial year, all Directors have attended the
supported by a job evaluation exercise and a review of the necessary training programmes and seminars to further
existing salary bands and benefits of both companies as a broaden their perspectives, skills, knowledge and to keep
holistic approach taking into consideration the criticality abreast of the relevant changes in law, regulations and
of human resource stability and its sustainability towards the business environment. The trainings attended by the
realising the long-term goals of the enlarged S P Setia. Directors are set out on pages 105 to 109 of this Annual
Report.
3. Instituted a review of the existing talent management
framework and succession planning to ensure that it 7. Reviewed performance of key personnel including
was a strategic approach in developing a healthy human recommending renewal of fixed term employment
capital pipeline that meets the needs of the Group and contracts and their remuneration, to the Board.
recommended the same to the Board.
8. Reviewed and recommended to the Board, the Main Board
4. Performed annual assessment of the composition of representation on the board of directors of the companies
the Board and Board Committees to ensure continued in I & P group of companies following the Acquisition of
effectiveness of the Board and Board Committees in I & P, guided by S P Setia Group’s Board Governance
carrying out its role and responsibilities, having regard Model.
to the mix of skills, experience, age, tenure of service,
cultural and gender of the existing Directors and the 9. Involved in the selection and interviews for key personnel.
practices set out in the new Malaysian Code on Corporate
Governance. With regard to remuneration and related matters
The NRC was of the view that the composition of the 1. Reviewed and recommended the new design of the LTIP
Board and Board Committees was well balanced taking including the total allocations to the President and Chief
into consideration the diversity of gender, mix of skills, Executive Officer, senior management and other eligible
qualification, experience and the level of contribution employees under the LTIP taking into consideration the
from each of the members to the respective committees. remuneration philosophy of S P Setia Group and approved
In view thereof, the NRC proposed the same to be the FY2017 grant of shares and options under the ESGP
maintained which was endorsed by the Board. and ESOS, respectively.
5. Facilitated the Board Effectiveness Evaluation (“BEE”) 2. Reviewed the current remuneration framework to
and as part of the process, assessed the independence of ascertain whether it was competitive and able to attract
the Independent Non-Executive Directors. The focus areas and retain Directors with the right calibre to lead and
of the assessment included inter alia the Board and Board direct S P Setia Group successfully, benchmarked against
Committees’ compositions, roles and responsibilities, industry practices of peers and other companies listed
time commitment and contribution of Directors during on Bursa Malaysia Securities Berhad, and made its
Board and Board Committees’ meetings. The results of recommendations to the Board.
the BEE demonstrated that the Directors were satisfied
with the performance of the Board and Board Committees
in discharging its duties and responsibilities.
During FY2017, the Remuneration Framework of the Non-Executive Directors was revised as follows:
Description of Remuneration/Benefits
Monthly Directors’ Fees Chairman of the Board - RM50,000
Member of the Board - RM12,000
Monthly Fixed Allowance Chairman of Board Committee - RM3,000
Member of Board Committee - RM2,000
Meeting Allowance Board Member - RM1,500 per meeting
Board Committee Member - RM1,500 per meeting
Allowance for membership on the board of directors RM5,000 per month
of significant project/investment as appointed by the
Board of the Company
Other Benefits Driver for Chairman, Directors’ and Officers’ Liability Insurance
to indemnify the Directors and Officers of the Group, medical
allowances, hospitalisation and travel insurances under the
Group’s insurance policies.
The details of the remuneration (excluding Goods and Services Tax) of each Director of the Company who served during
FY2017 are as follows:
3. Reviewed and recommended the payment of annual bonus and salary increment for the President and Chief Executive
Officer and eligible employees with reference to the Key Performance Indicators and the Group’s performance, to the Board.
For 2018, the NRC would place focus on further enhancing the Board composition in respect of its independence. In addition,
given the integration of staff of both S P Setia and I & P and inherent challenges in any integration exercise, the NRC would
monitor and ensure the smooth implementation of the integration strategies to bring about synergies in human capital talent in
the enlarged S P Setia Group so as to accelerate the achievement of the intended objectives of the acquisition of I & P.
RISK MANAGEMENT FRAMEWORK • a risk management and internal audit function whose work
spans the whole Group
The Board is responsible for determining both the nature and
extent of the Group’s risk management framework and the risk • a focused post-acquisition review and integration
appetite that is acceptable in seeking to achieve its strategic programme to ensure the Group’s governance, procedures,
objectives. The framework and the ongoing process in place standards and control environment are implemented
for identifying, evaluating and managing the principal risks effectively and timely
faced by the Group are described on page 116. These are
regularly reviewed by the Board. • a financial and property information management system.
President and Chief Operating Officer, CFO, GFC, CIA and e. Reviewed the performance of the External Auditors, guided
External Auditors attended the meetings, where applicable, by the External Auditors Policy and independence of the
together with the AC members. External Auditors, and recommended their re-appointment
to the Board. The annual assessment was done with the
The activities of the AC for FY2017 with regard to matters Group Finance department via a questionnaire where
relating to the financial statements of the Company and performance of the External Auditors was rated based on
External Auditors were as follows: a five-point scale. Areas of performance review included
the quality of service rendered, sufficiency of resources,
a. Reviewed the unaudited quarterly financial results, level communication and interaction by the audit team
including its related Bursa Securities’ announcements and independence, objectivity and professionalism of the
and press statements, the consolidated audited full year audit team. Upon conclusion of the audit, the External
financial statements of the Company and the Group, prior Auditors had reconfirmed to the AC their independence in
to recommending the same to the Board for approval, carrying out the audit of the financial statements of the
focusing particularly on: Company for the financial year ended 31 December 2016
vide the report of audit results submitted to the AC as well
• the overall performance of the Group, which included confirmation obtained at the AC Meeting.
amongst others, sales, method of recognition of
revenue and profit, land held for property development, The Board had recommended the re-appointment of
the Group’s investment properties, cashflow position, Messrs Ernst & Young as External Auditors of the Company
amount of receivables and payables and level of for the financial year ended 31 December 2017 at the
gearing; Company’s 42nd Annual General Meeting held on 18 May
• the prospects for the Group; 2017, which was approved by the shareholders thereat.
• the changes and implementation of accounting
policies and practices and the new auditor’s report f. Reviewed and adopted the changes to the External
highlighting the key audit matters and the implications Auditors Policy in line with the revised Malaysian Code
to the Group; on Corporate Governance, the By-laws on the Malaysian
• compliance with accounting standards and other legal Institute of Accountants and the Companies Act 2016.
requirements; and
• significant accounting and audit matters raised by the g. Held two (2) private sessions with the External Auditors
External Auditors in the financial statements and the on 22 February 2017 and 9 November 2017 without
corresponding judgement made by the Management. the presence of the Executive Director and Management
to discuss relevant issues and obtain feedback for
b. Reviewed the proposal for write-off before recommending improvements. There were no areas of concern that
the same for the Board’s approval in accordance with the warranted escalation to the Board.
Group’s policy.
h. Received the declaration of independence by the External
c. On the matter regarding dividends, reviewed and Auditors in respect of the audit for FY2017.
deliberated on the solvency test to ensure it demonstrated
the Company’s ability to meet its financial obligations i. Reviewed the amount of audit and non-audit fees paid
pursuant to the Companies Act 2016, including the or payable by the Company and its subsidiaries to the
availability of the dividend reinvestment plan. External Auditors and their affiliated companies for
FY2017 and recommended the amount to the Board for
d. Discussed significant accounting and audit issues in approval. The total amount of audit and non-audit fees
respect of the financial statements of the Group for the for FY2017 were compared against the previous year
financial year ended 31 December 2016 with the External and any increase or decrease in fees was appropriately
Auditors and assessed the actions and procedures taken justified by the Management, taking into consideration
by the External Auditors in respect of those areas. the major corporate exercises undertaken by the Group,
implementation of the new MFRS 9 and 15, level of
activities of the Group, inflationary factors and reference to h. Reviewed the related party transactions, taking into
the fees payable by other companies in the same industry. account the nature and underlying details of the
The accumulated fees quoted for non-audit services were transactions, to establish that the transactions were on
within the allowable threshold set. normal commercial terms and not to the detriment of the
minority shareholders, and made its recommendation to
j. Reviewed the impact of the adoption of the new MFRS the Board for approval, which included the following:
framework, namely on MFRS 9 and 15 and the early
adoption of MRFS 16 for recommendation to the Board • Proposed acquisition of a parcel of land measuring
for approval. approximately 342 acres located at Bangi, Selangor
from Seriemas Development Sdn Bhd, which was
The activities of the AC for FY2017 with regard to the matters 60% owned by PNB Development Sdn Berhad; and
relating to the internal audit function, internal controls and • Proposed acquisition of the entire equity interest in
operations were as follows: I & P Group Sdn. Berhad (“I & P”) and the proposed
fund-raising exercise to part finance the acquisition.
a. Reviewed the internal audit reports prepared by the Internal
Auditors of the Group and provided constructive feedback Dato’ Azmi bin Mohd Ali, the AC member who was deemed
in ensuring the adequacy and effectiveness of the internal to have interest in the above transactions by the virtue
control system of the Group. Where appropriate, the AC of him being a nominee director of Permodalan Nasional
had directed the Management to rectify and improve Berhad, had abstained from discussion and voting on the
control procedures. The AC also monitored the progress above transactions.
of the agreed action plans taken by Management to close
the audit findings. i. Reviewed the Group’s structure and tax efficiency in
respect of the inter-company loans, capital management,
b. Reviewed the resource requirement, manpower sufficiency, Goods and Services Tax, transfer pricing updates in light of
adequacy of the scope of internal audit function and was the impending implementation of the Thin Capitalisation
involved in the selection and appointment of the CIA. Rules and participation in income tax group relief, and
recommended to the Board for approval.
c. Reviewed the internal audit reports of the audit conducted
on an associate company of the Group, presented by the j. Reviewed the impact of Goods and Services Tax on the
CIA. performance of Corporate Financial Guarantees to the
subsidiaries of the Company for recommendation of
d. Reviewed the internal audit plan for 2018. appropriate actions to be undertaken by the Group.
e. Reviewed the Audit Committee Report, Statement of Risk k. Reviewed the potential claim and/or financial impact to
Management and Internal Control and Management Discussion the Group arising from the Audit Findings Letter issued by
and Analysis for inclusion in the Annual Report 2016. the Malaysian Inland Revenue Board and deliberated on
the proposed actions plans to be taken as advised by the
f. Reviewed, in co-operation with the Risk Management appointed tax solicitors.
Committee, various policies for adoption and
implementation by the Management to further strengthen l. Reviewed and verified the share option allocations for
internal controls of the Group and recommended the the Employee Share Option Scheme and Employee Share
policies to the Board for approval. Grant Plan under the Company’s Long-Term Incentive
Plan (“LTIP”) for the financial year 2016 award that was
g. Reviewed the IT Security Action Plan to strengthen the confirmed by the External Auditors. The AC was satisfied
information technology security and controls within the Group. that the allocation of the share option which was in
compliance with the LTIP By-Laws.
The Company values the importance of having effective The Company’s General Meetings remain the principal
communication with its shareholders and investors. forum for dialogue and communication with shareholders,
in particular private investors. Shareholders are encouraged
Information disseminated is clear, relevant and comprehensive, to attend each AGM and EGM and given sufficient time and
and is timely and readily accessible by all stakeholders. Effective opportunity to participate in the proceedings, ask questions
communication channels with the Company’s shareholders, about the resolutions being proposed and the operations of
stakeholders and the public are maintained through the the Group, and communicate their expectations and possible
dissemination of press releases, press conferences, timely concerns. Presentations will also be given by the President
announcements and disclosures made to Bursa Securities. and CEO to brief shareholders on project updates or proposals
for which the approval of shareholders is being sought. All
The Company’s Investor Relations Department plays an Board members, Senior Management and the Group’s external
important role in providing ongoing updates on the Group’s auditors as well as the Company’s adviser are available to
development activities and conducting regular dialogues respond to shareholders’ questions during the AGM/ EGM as
and discussions with fund managers, financial analysts, the case may be.
shareholders and media. These meetings provide a vital
avenue and direct channel of communication where financial The Annual Report 2016 together with the Notice of the 42nd
analysts and institutional fund managers can gain a better AGM dated 26 April 2017 and Notices of EGMs dated 25 October
understanding of the businesses and direction of the Group; 2017 were dispatch to all the shareholders in accordance with
enter into constructive dialogues and discussions based on the Company’s Constitution and Listing Requirements. Where
the mutual understanding of objectives; and where relevant necessary, explanatory notes were provided in the notice
feedback is factored into the Company’s business decisions. with the objective of providing shareholders with the relevant
Media are also invited to attend the Company’s major events background information pertaining to the resolutions tabled
and property launches where briefings are given on the relevant for approval.
projects. Currently, the Company is covered by 20 local and
foreign research houses and brokerages. The Company will The Company held its General Meetings at the time and venue
continue to participate in investor conferences/roadshows which is convenient and easily accessible to shareholders.
locally and abroad. General Meetings of the Company remain important avenues
for the Board and Management to have a better and more
Press conference is held after the conclusion of each Annual intimate engagement with the shareholders present.
General Meeting (“AGM”) or Extraordinary General Meeting
(“EGM”) and is attended by the Chairman, President and Only shareholders whose names appear in the Record of
CEO, Deputy President and COO and CFO to keep the Depositors as at the date determined by the Company in
investing public abreast of the outcome of the meetings. At accordance with the Company’s Constitution are entitled to
the same forum, the President and CEO also clarifies issues attend and vote at the General Meetings. Shareholders who
which the media may have with regard to the performance are unable to attend are entitled to appoint proxy(ies) to attend
of S P Setia Group and its corporate developments. Where and vote at the General Meetings. So far, the shareholders
need be, analysts briefing is also convened after the press turnout whether in person or proxies, at the general meetings
conference with the objective of updating the fund managers of the Company in 2017 were satisfactory as they represented
of the Group’s performance. The press conference and analyst significant percentage of the Company’s issued share capital.
briefing are also attended by the Senior Management of the
Group. The Chairman, President and CEO, all Directors, Senior
Management and External Auditors of the Company
These are the few initiatives carried out by the Management attended the 42nd AGM held on 18 May 2017 and EGMs
as part of the continuous engagement program to keep the held on 16 November 2017. At the general meetings,
relevant stakeholders apprised on the business development the President and CEO of the Company presented to the
and financial performance of the Group. shareholders present on the updated financial performance
of the Group including the corporate proposals at hand, followed by presentation by the advisers so as to ensure that the
shareholders present were properly briefed prior to the voting process. The voting by poll undertaken by the Company further
the underscore the recognition of the principle of 1 vote 1 share.
CORPORATE DISCLOSURE
The Company is committed to ensuring that all information such as corporate announcements, circulars to shareholders and
financial results are disseminated to the general public in a timely and accurate manner.
The Company’s quarterly interim and full year audited financial results are released within two (2) months from the end of each
quarter/financial year and the Annual Report, which remains a key channel of communication, is published within four (4) months
after the financial year-end. The Annual Report is not merely a factual statement of financial information and performance of the
Group; it provides an insightful interpretation of the Group’s performance, operations, and other matters affecting shareholders’
interest. It is hoped that such insights will allow shareholders and investors to make more informed investment decisions based
not only on past performance but also the future direction of the Group.
INFORMATION TECHNOLOGY
The Group maintains a website which serves as a forum for the general public to access information on the latest developments.
Corporate presentations, annual reports, corporate announcements and financial information utilised during analyst and fund
manager briefings are also available on the Group’s website.
SUSTAINABILITY
S P Setia is committed to incorporating corporate responsibility practices into our business activities. Sustainability is embedded
in the organisation’s mission, vision and values and is manifested in our products. The scope of the Sustainability Statement
covers S P Setia’s operations in Malaysia during the reporting period January 2017 to December 2017.
The Sustainability Statement is set out on pages 62 to 88 of the Annual Report 2017 and explains the Group’s practices and
activities carried out during FY2017.
COMPLIANCE STATEMENT
This Statement is made in accordance with a resolution of the Board of Directors dated 1 March 2018.
No. Course/Seminar
1. Training on Companies Act 2016
2. PNB Investment Series 2017: Value Creation & Business Partnering
3. Seminar on The New Companies Act 2016 – The Key Issues & Potential Pitfalls for Directors
4. PNB Investment Series 2017: The Future of Fintech/Digital Disruption
5. Briefing on:
• New Accounting Standards
• Shariah & Ecosystem of Business for S P Setia Berhad
• New Malaysian Code on Corporate Governance
6. Talent to Value Workshop
7. Competition Law Training Session
TAN SRI DATO’ SERI DR. WAN MOHD ZAHID BIN MOHD NOORDIN
No. Course/Seminar
1. MINDA-ICLIF Breakfast Talk: Ecosystems Matter – Asia’s Path to Better Home-Grown Governance
2. 6th Annual National Conference 2017 – Mitigating Risk in Procurement
3. Global Transformation Forum 2017
4. Release of The Malaysian Code on Corporate Governance 2017
5. Briefing on:
• New Accounting Standards
• Shariah & Ecosystem of Business for S P Setia Berhad
• New Malaysian Code on Corporate Governance
6. Workshop on Financial Inclusion in Cambodia
7. Asia Pacific Conference on Educational Management and Leadership 2017
8. Seminar DiRaja: Konvensyen Memperkukuhkan Pasak Negara Bangsa
9. The 2nd Sime Darby Young Innovators Challenge 2017
10. 30% Club Business Leaders Roundtable Meeting
11. Persidangan Kepimpinan Dan Governan Universiti Kali Ke-3 “Redesigning Education Towards Financially Sustainable
Universities”
12. CG Breakfast Series with Directors: “Integrating An Innovation Mindset with Effective Governance”
13. Bengkel Halatuju Universiti Pendidikan Sultan Idris
No. Course/Seminar
1. 30% Club Business Leaders Roundtable Meeting
2. CG Breakfast Series for Directors: “Leading in a Volatile, Uncertain, Complex, Ambiguous (VUCA) World”
3. International Directors Summit 2017: “Enhancing Resilience Through Governance – For Sustainability”.
4. Building High-Performance Directors 2.0 (BHPD): “Organisational Sustainability”.
No. Course/Seminar
1. Sustainability Forum for Directors/CEOs: “The Velocity of Global Change & Sustainability – The New Business Model”
2. Boards in the Digital Economy
3. PNB Investment Series 2017: The Future of Globalisation & Liberalisation: Are We Losing The Battle?
4. Talent to Value Workshop
5. MISC Berhad’s Annual Directors Training 2017
No. Course/Seminar
1. MINDA-ICLIF Breakfast Talk: Ecosystems Matter – Asia’s Path to Better Home-Grown Governance
2. Briefing on:
• New Accounting Standards
• Shariah & Ecosystem of Business for S P Setia Berhad
• New Malaysian Code on Corporate Governance
3. Bursa CG Breakfast Series – “Board Excellence: How to Engage and Enthuse Beyond Compliance with Sustainability”
4. International Directors Summit 2017: “Enhancing Resilience Through Governance – For Sustainability”
5. 5th International Conference on Sustainability Development 2017
No. Course/Seminar
1. Sustainability Forum for Directors/CEOs: “The Velocity of Global Change & Sustainability – The New Business Model”
2. MINDA-ICLIF Breakfast Talk: Ecosystems Matter – Asia’s Path to Better Home-Grown Governance
3. PNB Investment Series 2017: Value Creation – Creating A Customer Focused Organisation
4. Anti-Money Laundering Seminar for the Board of Directors and Senior Management of PNB
5. PNB Management Retreat 2017
6. PNB Investment Series 2017: The Future of Fintech/Digital Disruption
7. The New Companies Act 2016 – The Key Issues and Potential Pitfalls
8. Briefing on:
• New Accounting Standards
• Shariah & Ecosystem of Business for S P Setia Berhad
• New Malaysian Code on Corporate Governance
9. Fraud Risk Management Workshop
10 Corporate Exercise and Asset Pricing in Malaysia
11. PNB Investment Series 2017: The Future of Globalisation & Liberalisation: Are We Losing The Battle
12. Talent to Value Workshop
No. Course/Seminar
13. New KPI Framework Briefing
14. Council on Tall Buildings and Urban Habitat (CTBUH) 2017 International Conference
15. CG Breakfast Series with Directors: “Integrating An Innovation Mindset with Effective Governance”
16. 13th World Islamic Economic Forum
No. Course/Seminar
1. Financial Institutions Directors’ Education (FIDE) Core Programme (Module A)
2. Financial Institutions Directors’ Education (FIDE) Core Programme (Module B)
3. Asian World Summit Training: Governing Boards – Excellence in Governance
4. The Inside Story of The Annual Report – What Director Must Know
5. Disruptions in the Electricity Industry, Evolving Business Models and Grid of the Future
6. Fund Transfer Pricing
7. Masterclass Shariah
8. CG Breakfast Series for Directors: “Leading in a Volatile, Uncertain, Complex, Ambiguous (VUCA) World”
9. Independent Directors’ Programme: “The Essence of Independence”
No. Course/Seminar
1. Islamic Finance Training: Mudharabah – Fundamental and its Application
2. PNB Investment Series 2017: Value Creation & Business Partnering
3. Global Transformation Forum 2017
4. Islamic Finance Training: Shariah Contracts in Islamic Finance
5. United Nations Volunteers (UNV) Conference on South-South Dialogue
6. Islamic Finance Training: Fundamentals of Shariah
7. Project Management International Talk
8. IVCO 2017 – Korea International Cooperation Agency (KOICA) & International Forum for Volunteering in Development
(FORUM)
9. Islamic Finance Training: Application of Shariah – Bai’ Dayn
10. International Association for Volunteer Effort (IAVE) Asia Pacific Regional Youth Conference
No. Course/Seminar
1. Sustainability Forum for Directors/CEOs: “The Velocity of Global Change & Sustainability – The New Business Model”
2. PNB Investment Series 2017: Value Creation & Business Partnering
3. MINDA-ICLIF Breakfast Talk: Ecosystems Matter – Asia’s Path to Better Home-Grown Governance
4. An Afternoon with YB Datuk Seri Johari bin Abdul Ghani, Minister Finance II Malaysia
5. Global Transformation Forum 2017
6. An Exclusive Afternoon with YB Tan Sri Wahid Omar
7. PNB Investment Series 2017: The Future of Fintech/Digital Disruption
8. Dialogue on Sustainable Development of Affordable Housing
9. Boards in the Digital Economy
10. Briefing on:
• New Accounting Standards
• Shariah & Ecosystem of Business for S P Setia Berhad
• New Malaysian Code on Corporate Governance
11. Cryptocurrency and Block Chain Technology
12. International Director’s Summit 2017: ”Enhancing Resilience Through Governance – For Sustainability”
13. ASEAN Bond Conference 2017
14. International Foundation of Directorship
15. Megatrends Forum 2017
16. Risk Minds Asia 2017
17. Leadership Energy Summit Asia (LESA) 2017
18. Payment System Forum 2017
No. Course/Seminar
1. Opportunities in the Growing Malaysian Economy
2. CCM Group Directors and Senior Management Training 2017 on “Companies Act 2016: Overview of the Changes and
How They Affect You and Your Business”
3. PNB Investment Series 2017: Value Creation & Business Partnering
4. Training on Companies Act 2016 on What Lawyers and Pupils Need to Know
5. Global Transformation Forum 2017
6. CCM Group Directors and Senior Management Training 2017 on “Malaysia Global Leadership: Halal Pharmaceuticals
& Informed Choice”
7. Seminar on The New Companies Act 2016 – The Key Issues & Potential Pitfalls for Directors
8. Briefing on:
• New Accounting Standards
• Shariah & Ecosystem of Business for S P Setia Berhad
• New Malaysian Code on Corporate Governance
9. CCM Group Directors Training on “The Outward Mindset: Leadership and Self-Betrayal”
10. Talk on IPO and It’s Legal Processes
The proceeds raised under the Rights Issue of Islamic Redeemable Convertible Preference Shares (“Right Issue”) which was
completed on 6 December 2016 amounting to RM1,127,625,002 have been utilised in the following manner:
Notes:
The amount of audit and non-audit fees paid or payable by the Company and its subsidiaries to the external auditors and their
affiliated companies for financial year ended 31 December 2017 are as follows:
Group Company
(RM’000) (RM’000)
Audit Fees 1,946 127
Non-Audit Fees 696 427
The amount of non-audit fees incurred for the services rendered to the Company and the Group by its external auditors, Messrs
Ernst & Young and its member firms of Ernst & Young Global for the financial year ended 31 December 2017 are RM696,480
and RM426,500 respectively.
Services rendered by Messrs Ernst & Young are not prohibited by regulatory and other professional requirements, and are based
on globally practised guidelines on auditors independence. Messrs Ernst & Young was engaged in these non-audit services
based on their expertise and experience on the subject matter.
MATERIAL CONTRACTS
There were no material contracts entered into by the Company and its subsidiaries involving Directors’ and major shareholders’
interest which were still subsisting as at the end of the financial year under review or which were entered into since the end of
the previous financial year except as disclosed in Note 43 of the financial statements.
At the 42nd AGM of the Company held on 18 May 2017, the Company had obtained the approval from its shareholders for the
renewal of the shareholders’ mandate to enter into recurrent related party transactions of a revenue or trading nature, which are
necessary for its day-to-day operations and in the ordinary course of its business, with related parties.
The said mandate took effect on 18 May 2017 and will continue until the conclusion of the forthcoming AGM of the Company.
At the forthcoming AGM to be held on 17 May 2018, the Company intends to seek its shareholders’ approval to renew the
existing mandate for recurrent related party transactions of a revenue or trading nature. The details of the shareholders’ mandate
to be sought will be furnished in the Circular to Shareholders dated 18 April 2018 attached to this Annual Report.
During FY2017, the Company issued ordinary shares (“Shares”) and options under the Employee Share Grant Plan (“ESGP”) and
Employee Share Option Scheme (“ESOS”), respectively, pursuant to the Long Term Incentive Plan (“LTIP”). Further information
on the ESGP and ESOS is set out in the Directors’ Report and Note 23 of the Annual Audited Financial Statements for FY2017
in this Annual Report.
Brief details on the number of Shares and options granted, vested and outstanding since the commencement of the LTIP on
10 April 2013 and during FY2013, FY2014, FY2015, FY2016 and FY2017 are set out in the table below:
ESOS
Number of Options granted (‘000) 80,864 25,600 55,264 -
Number of Options exercised (‘000) - - - -
Number of Options lapsed (‘000) - - - -
Number of Options outstanding as at 31 October 2013 80,864 25,600 55,264 -
(‘000)
ESOS
As at 1 November 2013 (‘000) 80,864 25,600 55,264 -
Number of Options granted (‘000) 3,312 - 3,312 -
Number of Options exercised (‘000) (9,311) (4,800) (4,511) -
Number of Options lapsed (‘000) (27,193) (12,800) (14,393) -
Number of Options outstanding as at 31 October 2014 47,672 8,000 39,672 -
(‘000)
ESOS
As at 1 November 2014 (‘000) 47,672 8,000 39,672 -
Number of Options granted (‘000) 15,500 - 15,500 -
Number of Options exercised (‘000) (7,380) - (7,380) -
Number of Options lapsed (‘000) (11,439) - (11,439) -
Number of Options outstanding as at 31 December 2015 44,353 8,000 36,353 -
(‘000)
ESOS
As at 1 January 2016 (‘000) 44,353 8,000 36,353 -
Number of Options granted (‘000) 9,586 1,600 7,986 -
Number of Options exercised (‘000) (1,703) - (1,703) -
Number of Options lapsed (‘000) (450) - (450) -
Number of Options outstanding as at 31 December 2016 51,786 9,600 42,186 -
(‘000)
ESOS
As at 1 January 2017 (‘000) 51,786 9,600 42,186 -
Number of Options granted (‘000) 142,889 15,518 114,575 12,796
Number of Options exercised (‘000) (2,370) - (2,370) -
Number of Options lapsed (‘000) (1,371) - (893) (478)
Number of Options outstanding as at 31 December 2017 190,934 25,118 153,498 12,318
(‘000)
Based on the LTIP By-Laws, the aggregate number of Shares comprised in the LTIP Awards to be awarded to a selected person
in accordance with the LTIP shall be determined at the discretion of the Nomination and Remuneration Committee subject to
the following:-
i. The total number of new Shares made available under the LTIP shall not exceed 15% of the issued and paid-up share capital
of the Company (excluding treasury shares, if any) at the point in time when an LTIP Award is offered; and
ii. Not more than ten percent (10%) of the total new Shares to be issued under the LTIP at the point in time when an LTIP
Award is offered be allocated to any individual Selected Person who, either singly or collectively through persons connected
with him, holds twenty per cent (20%) or more in the issued and paid-up share capital of the Company (excluding treasury
shares, if any).
As of 31 December 2017, 17% of the Shares granted pursuant to the ESGP (excluding number of shares lapsed) has been
granted to the Executive Director/CEO and Senior Management during FY2017 and since the commencement of the LTIP.
Options under the ESOS were granted to the Executive Director/CEO, Senior Management and other eligible employees of the
Company during FY2017.
The Board of Directors (“Board”) of Setia (“Setia” or “the Group”) is committed in maintaining a
sound internal control and risk management system. Each business unit has implemented its own
control processes under the leadership of the Chief Executive Officer (“CEO”) who is responsible
for good business and regulatory governance.
The Statement on Risk Management and Internal Control was prepared pursuant to paragraph
15.26(b) of the Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing
Requirements (“Main LR”) and guided by the Statement on Risk Management and Internal Control:
Guidelines for Directors of Listed Issuers (“the Guidelines”).
BOARD RESPONSIBILITY
The Board upholds its commitment and responsibility for the Group’s risk management and internal control systems covering
not only financial controls but also strategic, operational, compliance to regulatory requirement, and ensuring the adequacy and
effectiveness of these systems.
The implementation of these control systems is undertaken by the management which regularly reports on key risks identified
and actions taken to mitigate and/or minimise such risks. The oversight of these critical areas is carried out by the Risk
Management Committee (“RMC”) and the Audit Committee (“AC”), which is comprised of Board members.
The Group’s risk management and internal control systems are designed to efficiently and effectively manage risks that may
prevent the achievement of the Group’s business objectives, and to provide information for accurate reporting, decision making
and ensuring compliance with regulatory and statutory requirements.
The Board also ensures that there is a robust framework of ongoing risk management processes in identifying, evaluating and
managing significant risks faced by the Group to promote long-term success of the Company.
The Board recognises that these systems are designed to manage and mitigate, rather than eliminate the risk of failure to
achieve the Group’s business and corporate objectives within the risk appetite established by the Board and management. These
systems can therefore provide reasonable and not absolute assurance against material misstatement, loss or fraud. The Group’s
concept of reasonable assurance also recognises that the cost of control procedures should not exceed the expected benefits.
RISK MANAGEMENT
The Group has established an Enterprise Risk Management (“ERM”) Framework to proactively identify, evaluate and manage
key risks to an optimal level. In line with the Group’s commitment to deliver sustainable value, this ERM Framework aims to
provide an integrated and organised approach group-wide. It outlines the ERM methodology which is in line with the Principles
and Guidelines of ISO31000:2009 Risk Management, mainly promoting the risk ownership and continuous monitoring of key
risks identified.
ERM
INFRASTRUCTURE ENTERPRISE RISK MANAGEMENT FRAMEWORK ERM INTEGRATION
ERM EDUCATION
The oversight role of risk management is carried out by the RMC and the Board. Mandate and commitment from RMC and
the Board are the key success factors in the implementation of the ERM programmes. The RMC and the Board sets the
strategic direction for risk roles, responsibilities and risk reporting structures. The periodic reporting to both the RMC and
the Board on risk management activities undertaken by management via the Management Risk Team (“MRT”), which keeps
the RMC and the Board apprised in respect of the Group’s key risk areas and risk trends.
The MRT comprise of the key members of the Group Action Committee (“GAC”) and chaired by the President & CEO. The
MRT maintains the risk oversight within the Group at the management level, as outlined in the ERM Framework.
The ERM Reporting structure below illustrates the Board and management’s participation in ensuring effective ERM
communication and implementation:
BOARD OF DIRECTOR
Mandate
KEY RISK AREAS
Internal Audit
Risk Owners
Business Units
Information
Malaysia International Group Support Functions
Co-owners
Risk
Staff
The MRT is assisted by the Group Risk Management (“GRM”) function which primary role is to ensure effective implementation
of the ERM and business continuity management framework, programmes and risk-related education across the Group; and
provision of independent and objective assessment of key risks as well as timely reporting to the MRT, RMC and the Board.
The Board recognises that inherent risks are present in the normal course of the Group’s core businesses, presenting
both threats and opportunities. The ERM policy has been developed to ensure effective implementation of enterprise risk
management framework which is consistent with the Group’s aspiration in achieving its corporate objectives and meeting
shareholders’ expectations. The following risk policy provides guidance as to the management of risks and applies across all
Business Units:
• To manage risk proactively.
• To manage both negative and positive risks.
• To manage risks pragmatically, to an acceptable level given the particular circumstances of each situation.
• To ensure that risk assessment is performed and that the process is embedded in the system
• To manage risk routinely and in an integrated and transparent way in accordance with good governance practices.
• To require that an effective and formalised risk management framework is established and maintained by Setia.
c. Risk Reporting
The Group’s ERM Framework provides for regular review and reporting. The reports include the risk profiles, risk action plans
and status updates. During the year under review, these reports were presented on a quarterly basis and deliberated by the
MRT, RMC and the Board.
As part of the Group’s effort to instil a proactive risk management culture and ownership, the following activities were
undertaken during the year under review:
• Rolled out a comprehensive ERM Education Programme which includes ERM technical briefings/ trainings, awareness
and refresher sessions, and ERM system training for business units. This forms part of the Group’s initiative in
communicating and ensuring effective application of ERM in the day-to-day business operations.
• Held discussions with Heads of BUs to obtain endorsement on key risk areas.
• Provided risk advisory and independent assessment as well as facilitated workshops across the Group.
• Refinement of the risk depository system to enhance risk tracking and monitoring.
• Enhancement of the Business Continuity Management (“BCM”) programme for the Group. The first phase was completed
for Corporate HQ and live simulation test was conducted in September 2017 with satisfactory result.
Our group key risks have been identified and these risks have been managed to ensure achievements of our core business
objectives:
The Group faces competition from both • Market intelligence surveys are conducted
local and international property developers to understand home buyers’ needs.
in terms of pricing of properties, design and
quality of properties, facilities and supporting • Product offering/development are done
COMPETITION RISK
infrastructure as well as sales and marketing based on market demand and customers’
of properties. feedback.
This risk relates to the Group’s foreign • The Group has a natural hedge to the extent
investment which will be effected as a result that payments for foreign currency payables
of fluctuations of exchange rate. are financed via local bank borrowings in
the foreign currency or matched against
FOREX RISK receivables denominated in the same
foreign currency.
The Group recognised the exposure in countries • Engaged with strong local partner to ease
with uncertainties due to political instability i.e. business dealings.
trade barriers policy and protectionism could
have adverse impact to our investment. • Track and monitor political changes
GEOPOLITICAL RISK
and report to the Board of any major
developments.
The Group recognised the vulnerability of our • Periodical and ad-hoc system security
business to cyber-crime, hence comprehensive testing.
measures/steps to ensure effective protection
of networks, computers, programs and data • Establishment of IT Policies and Procedures.
CYBER SECURITY from attack, damage or unauthorized access
RISK is our main priority. • Briefing sessions/roadshows conducted to
enhance staff awareness.
The Group is potentially exposed to workplace • Well defined health and safety policies and
health and safety (including environmental) procedures are established.
risks during the period of construction.
• Health and safety awareness-raising and
WORKPLACE HEALTH training initiatives are conducted.
AND SAFETY RISK
• Continuous improvement of construction
methods and communication campaigns
with our appointed contractors.
In Setia, our practice of a strong internal control are guided by the model of “Three Lines of Defence” as shown below:
BOARD
BOARD COMMITTEES
ASSURANCE
Control
The first line of defence is provided by senior management; and that the Heads of Business Units are accountable for all
risks and internal controls assumed under their respective areas of responsibility. Senior management is also responsible
for creating a risk-awareness culture, which will ensure greater understanding of the importance of risk management and
internal control whilst ensuring its principles are embedded in key operational processes and in all project evaluation and
monitoring.
The Group’s internal control systems do not apply to Associate Companies and Jointly-Controlled Entities where the Group
does not have full management control over them. However, the Group’s interest is served through representation on the
Boards of the respective Associate Companies and Jointly-Controlled Entities.
The second line of defence is provided by the Group Risk Management (“GRM”) and Group Quality Assurance (“GQM”).
GRM is responsible for facilitating and monitoring the enterprise risk management processes and internal control activities
in the Group; whereas GQM is responsible in ensuring effective implementation and compliance to the Group’s policies and
procedures.
The third line of defence is provided by the Group Internal Audit (“GIA”). GIA provides independent assurance on the
adequacy and reliability of the risk management processes and system of internal controls, and ensures compliance to risk-
related regulatory requirements.
The Board and Board Committees are supported operationally by the senior management committee headed by the President
& CEO.
The senior management committee meeting is convened on a monthly basis to discuss on strategic business agenda and
group’s financial performance hence has oversight of the Group’s operations and maintenance of effective control.
The organisation structure and delegation of responsibilities are communicated Group-wide which set out, amongst others,
authorisation levels, segregation of duties and other risk and control procedures.
Group Internal Audit (“GIA”), reports directly to the Audit Committee (“AC”), undertakes the internal audit function of the
Group and provides independent and objective assurance on the adequacy and the effectiveness of the internal control
system implemented by the Group.
i. Objectives
GIA supports the Group to accomplish its objectives by bringing a systematic, disciplined approach to evaluate and
improve the effectiveness of risk management, internal controls and governance process.
Group Quality Management (“GQM”), reporting directly to the President & CEO, establishes and manages an integrated
quality, health & safety and environment management system for the Property Division, manufacturing and construction
arms. The integrated system is progressively reviewed to ensure its relevance.
i. Objectives of GQM
GQM supports the Group in accomplishing its objectives by performing regular quality audits and assisting the Group to
progressively improve their business processes relating to product and service quality as well as regulatory compliance.
The main initiatives are as per the following:
• Maintaining the accreditation to ISO 9001 Quality Management System, ISO 14001 Environmental Management
System and OHSAS 18001 Occupational Health & Safety Management System;
• Conducting customer satisfaction survey biannually;
• Performing regular process, service quality, product quality audit and site HSE audit;
• Facilitating the Customer Experience Committee meeting, and monitoring the quality improvement;
• Gathering and reporting the product and service quality & HSE performance;
• Monitoring the Quality Excellence Award program for employees and contractors.
The DAL document is subject to periodical review to incorporate any changes that affect the authority limits.
Group Finance covers planning, monitoring, reviewing and reporting of Group financial performance via periodic reviews of
actual performance versus targets and ensures initiatives and mitigating action are taken.
The review and deliberation of financial performance of the Group are conducted on a monthly basis during the GAC
meeting.
Group Information & Communication Technology’s (“GICT”) core role is to plan, design, support and improve IT services in
order to enable business users of the Group to carry out their roles efficiently, productively and securely. This also includes
educating and facilitating business users to embrace relevant technology, either new or enhancing existing ICT systems, to
increase business performance and market share.
ICT Disaster Recovery Plan. The ICT Disaster Recovery Plan testing was conducted as part of the Group Business
Continuity Plan (“BCP”) which takes place yearly to ensure workability and compliance to the Group BCP policy.
Awareness. Awareness on methods of cybercrime was conducted for all Setia business users through education and
announcement, including social engineering test to make business users cautious on the scams method.
Introduction
Group Human Resources (“GHR”) reports directly to the President & CEO, working closely with the Deputy President &
Chief Operating Officer (“COO”) on operational issues. GHR holds a strategic function in ensuring that our People Plans are
aligned to the Business. GHR is responsible for the formulation, implementation, monitoring and review of the overall Human
Resources Strategy. The scope covers from entire employee life cycle from Talent Acquisition, Performance Management,
Talent Development and drives Organisational change in building organisational capabilities.
The key deliverables are anchored on Employee Engagement with the right platform/channels created to mitigate any people
risks that may impact business. In all our core Human Resource processes, we follow an annual rhythm.
The Group’s system of risk management and internal controls are monitored via periodic management review of financial and
operational results, business processes, the state of internal controls and business risk profile by the respective Heads of BUs
and reported to the GAC.
In addition, the Board is updated on the Group’s performance on a quarterly basis and reviews undertaken by GIA on the
effectiveness of controls implementation at each individual business unit. Reports on the reviews carried out by GIA are
submitted on a regular basis to management and the AC. In addition, updates on the risk profiles and key mitigations are also
tabled to the RMC and the Board on a quarterly basis.
For the financial year under review, the Board has received a written assurance from the President & CEO, Deputy President &
COO and Chief Financial Officer (“CFO”) that the Group’s enterprise risk management and internal control systems, in all material
aspects, are operating adequately and effectively. There were no material control failures or adverse compliance events that
directly resulted in any material loss to the Group.
Taking into consideration the information and assurance given by the President & CEO, Deputy President & COO and CFO, the
Board is satisfied that the enterprise risk management and internal control systems in place for the year under review and up to
the date of approval of this Statement are sound and effective to safeguard the interest of all shareholders, the Group’s assets,
and other stakeholders. The Board has deliberated and approved the recommendations brought forth by the RMC and AC.
The Board will continue to monitor all major risks affecting the Group and take necessary measures to mitigate them and
continue to enhance the adequacy and effectiveness of the risk management and internal control systems of the Group.
The External Auditors, Messrs. Ernst & Young, have performed limited assurance procedures on the Statement in accordance
with Malaysian Approved Standard on Assurance Engagements, ISAE 3000 (Revised), Assurance Engagement Other Than
Audits or Reviews of Historical Financial Information and Recommended Practice Guide (Revised 2015), Guidance for Auditors
on Engagements to Report on the Statement on Risk Management and Internal Control included in this annual report. Messrs.
Ernst & Young have reported to the Board that nothing has come to their attention that causes them to believe that the
Statement included in this annual report is not prepared, in all material respects, in accordance with the disclosures required
by Paragraphs 41 and 42 of Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers, nor
is the Statement factually inaccurate.
This Statement is made in accordance with the resolution of the Board dated 27 February 2018.
DOMICILE : Malaysia
LEGAL FORM AND PLACE OF : Public listed company limited by way of shares incorporated in Malaysia
INCORPORATION
126 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
DIRECTORS’
REPORT
For the Financial Year Ended 31 December 2017
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of S P Setia Berhad
(“the Company” or “S P Setia”) for the financial year ended 31 December 2017.
The Company had on 1 December 2017 successfully completed the acquisition of the entire equity interests in I & P Group
Sdn. Berhad (“I & P Group”) from Permodalan Nasional Berhad (“PNB”), Amanahraya Trustees Berhad (as trustee for Amanah
Saham Bumiputera) (“ART-ASB”) and Dato’ Mohd. Nizam bin Zainordin. An enlarged group (“the Group”) was formed with the
successful acquisition of I & P Group.
The Group has applied the principles of the pooling of interests method in accounting for the acquisition of I & P Group and
its subsidiaries, where the results of entities under common control are accounted as if the combination had been effected
throughout the current and previous financial period. The details are disclosed in Note 52 to the financial statements.
PRINCIPAL ACTIVITIES
The Company is principally an investment holding company. The principal activities and other information relating to the
subsidiary companies are indicated in Note 8 to the financial statements.
RESULTS
Group Company
RM’000 RM’000
Attributable to:
Owners of the Company
- from continuing operations 849,472 789,984
- from discontinued operations 83,385 -
932,857 789,984
Holders of Perpetual bond 36,236 36,236
Non-controlling interests 99,939 -
1,069,032 826,220
DIVIDENDS
At the Extraordinary General Meeting of the Company held on 20 March 2014, the shareholders of the Company resolved to
approve the Company’s Dividend Reinvestment Plan (“DRP”). The authority granted to the Company to allot and issue new
shares of the Company pursuant to the DRP was renewed by the shareholders at the 42nd Annual General Meeting (“AGM”) of
the Company held on 18 May 2017.
The DRP provides an option to the shareholders to reinvest either all or a portion of the declared dividends in new shares in
lieu of receiving cash. Shareholders who elect not to participate in the option to reinvest, will receive the entire dividend wholly
in cash.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 127
DIRECTORS’ REPORT
For the Financial Year Ended 31 December 2017
DIVIDENDS (CONT’D)
During the financial year, the Company paid the following dividends:
(a) A single-tier final dividend of 16 sen per ordinary share each amounting to RM456,833,594 in respect of the financial year
ended 31 December 2016. A total of 123,421,658 new ordinary shares were issued on 19 July 2017 at an issue price of
RM3.30 per share under the DRP and the remaining portion of RM49,542,123 was paid in cash on 19 July 2017; and
(b) A single-tier interim dividend of 4 sen per ordinary share each amounting to RM119,453,015 in respect of the financial year
ended 31 December 2017. A total of 35,787,575 new ordinary shares were issued on 13 October 2017 at an issue price of
RM3.09 per share under the DRP and the remaining portion of RM8,869,408 was paid in cash on 13 October 2017.
Subsequent to 31 December 2017, the Directors declared a single-tier dividend of 11.5 sen per share amounting to
RM431,611,272 in respect of the financial year ended 31 December 2017. The financial statements for the current financial
year do not reflect this proposed dividend. It will be accounted for in equity as an appropriation of retained earnings for the
financial year ending 31 December 2018.
PREFERENTIAL DIVIDENDS
During the financial year, the Company paid preferential dividend of 6.49% per annum in respect of the Islamic Redeemable
Cumulative Preference Shares (“RCPS-i A”) for financial period from 2 December 2016 to 30 June 2017. A total of
RM42,736,985 was paid in cash on 26 September 2017.
Subsequent to 31 December 2017, the Directors declared a preferential dividend of 6.49% per annum amounting to
RM36,364,663 in respect of the RCPS-i A for financial period from 1 July 2017 to 31 December 2017. The financial statements
for the current financial year do not reflect this proposed dividend. It will be accounted for in equity as an appropriation of
retained earnings for the financial year ending 31 December 2018.
There were no material transfers to or from reserves or provisions during the financial year except as disclosed in the statements
of changes in equity set out on pages 140 to 142.
During the financial year, the Company increased its issued and paid-up share capital by way of:
(a) Transfer of the amount standing to the credit of the Company’s share premium account as at 31 January 2017 of
RM4,061,142,350 to the share capital of the Company pursuant to Section 618(2) of the Companies Act 2016;
(b) Issuance of 159,209,233 new ordinary shares pursuant to the DRP that provides shareholders with an option to reinvest
their cash dividend in new ordinary shares at the following issue prices:
128 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
DIRECTORS’ REPORT
For the Financial Year Ended 31 December 2017
(c) Allotment of 7,427,243 new ordinary shares pursuant to the vesting of shares under the Employee Share Grant Plan
(“ESGP”);
(d) Issuance of 2,369,540 new ordinary shares pursuant to the exercise of options under the Employee Share Option Scheme
(“ESOS”) at the following option prices:
(e) Issuance of 403,260,475 new ordinary shares pursuant to the renounceable rights issue on the basis of two (2) rights
shares for every fifteen (15) existing ordinary shares at an issue price of RM2.65 per share;
(f) Conversion from 6,988,243 RCPS-i A to 1,996,638 ordinary shares with the conversion ratio of two (2) new S P Setia
shares for seven (7) RCPS-i A held;
The new ordinary shares rank pari passu in all respects with the then existing ordinary shares of the Company.
(g) Issuance of 1,209,781,427 Class B Islamic redeemable convertible shares (“RCPS-i B”) at an issue price of RM0.88 each.
The Company’s Long Term Incentive Plan (“LTIP” or “Scheme”) is governed by the By-Laws which was approved by the
shareholders on 28 February 2013 and is administered by the Nomination and Remuneration Committee (“NRC”) which is
appointed by the Board of Directors, in accordance with the By-Laws of LTIP.
On 23 February 2017, the Board of Directors approved the extension of the LTIP for another 5 years pursuant to By-Laws 18.2
of the By-Laws of LTIP and as such the LTIP shall be in force for a period of 10 years up to 9 April 2023.
The LTIP comprised of the ESGP and ESOS. The salient features, terms and details of the LTIP are disclosed in Note 23 to the
financial statements.
During the financial year, the Company granted 15,338,925 shares under the ESGP and 142,888,636^ options under the
ESOS to eligible Executive Directors and eligible employees of the Company and/or its eligible subsidiary companies. The details
of the shares and options granted under LTIP and its vesting conditions during the financial year and the number of shares
outstanding at the end of the financial year are disclosed in Note 23 to the financial statements.
Note:
^ Pursuant to the LTIP By-Laws of the Company, the ESOS options were adjusted for the renounceable rights issue of up to
451,916,434 ordinary shares in S P Setia and renounceable rights issue of up to 1,355,749,304 new class B Islamic
redeemable convertible preference shares in S P Setia which were allotted on 29 December 2017 and listed on 4 January
2018.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 129
DIRECTORS’ REPORT
For the Financial Year Ended 31 December 2017
DIRECTORS
The Directors in office since the beginning of the financial year to the date of this report are:
Tan Sri Dato’ Seri Dr. Wan Mohd Zahid Bin Mohd Noordin
Dato’ Khor Chap Jen
Dato’ Halipah Binti Esa
Dato’ Ahmad Pardas Bin Senin
Dato’ Seri Ir. Hj. Mohd Noor Bin Yaacob
Dato’ Zuraidah Binti Atan
Tengku Dato’ Ab. Aziz Bin Tengku Mahmud
Puan Noraini Binti Che Dan
Philip Tan Puay Koon
Dato’ Azmi Bin Mohd Ali
The names of the directors of the Company’s subsidiaries in office since the beginning of the financial year up to the date of
this report are:
130 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
DIRECTORS’ REPORT
For the Financial Year Ended 31 December 2017
DIRECTORS (CONT’D)
The names of the directors of the Company’s subsidiaries in office since the beginning of the financial year up to the date of
this report are (cont’d):
Directors of the Company’s subsidiaries appointed on 1 May 2017 and resigned on 1 December 2017
Datuk Syed Mohamed bin Syed Ibrahim
Tuan Haji Ikhwan bin Haji Zaidel
Directors of the Company’s subsidiaries appointed on 28 April 2017 and resigned on 1 December 2017
Ir. Wan Mohd. Rozi bin Wan Hasan
Dato’ Muhamad Zaili bin Muhammad Yusof
Noor Lida binti Nazri
Razly bin Mohammad Rus
Vasudevan a/I T Tharumalingam
Looi Lie Lie
Khaliza binti Khalid
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 131
DIRECTORS’ REPORT
For the Financial Year Ended 31 December 2017
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 in the Company or its subsidiary
companies during the financial year except for the following:
The following Director had an interest in LTIP during the financial year:
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no Director of the Company has received or become entitled to receive any benefit
(other than benefits included in the aggregate amount of emoluments received or due and receivable by the Directors as shown
in the financial statements or the fixed salary of a full-time employee of the Company as shown in Note 37 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 the
Director is a member, or with a company in which the Director has a substantial financial interest except for any benefit which
may be deemed to have arisen from the transactions disclosed in Note 43 to the financial statements.
132 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
DIRECTORS’ REPORT
For the Financial Year Ended 31 December 2017
Neither during nor at the end of the financial year was the Company a party to any arrangement whose object is to enable the
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, other than those arising from the shares or share options granted under the LTIP.
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 while holding office. During the financial year, the total amount of indemnity
coverage and insurance premium paid for the Directors and officers of the Group and the Company are RM30,000,000 and
RM52,600 respectively. The Directors and officers shall not be indemnified by such insurance for any deliberate negligence,
fraud, intentional breach of law or breach of trust proven against them.
(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 making of allowance
for doubtful debts and satisfied themselves that all known bad debts had been written off and adequate allowance
had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise in their values as shown in the accounting records in
the ordinary course of business of the Group and of the Company had been written down to an amount which they
might be expected so 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 allowance for doubtful debts in the
financial statements of the Group and of the Company inadequate to any substantial extent; or
(ii) which would render the values attributed to the 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) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which
secures the liabilities of any other person; or
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.
(d) No contingent or other liability of the Group or of the Company has become enforceable or is likely to become enforceable
within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may
affect the ability of the Group or of the Company to meet their obligations as and when they fall due.
(e) At the date of this report, the Directors are not aware of any circumstances, not otherwise dealt with in this report or the
financial statements of the Group and of the Company which would render any amount stated in the respective financial
statements misleading.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 133
DIRECTORS’ REPORT
For the Financial Year Ended 31 December 2017
(i) the results of the operations of the Group and of the Company for the financial year were not substantially affected
by any item, transaction or event of a material and unusual nature, except for the acquisition of the I & P Group
which is accounted for using the pooling of interests method as disclosed in Note 42(b) and Note 52 to the financial
statements; and
(ii) there has not arisen in the interval between the end of the financial year and the date of this report any item,
transaction or event of a material and unusual nature 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.
SIGNIFICANT EVENTS
In addition to the significant events disclosed elsewhere in this report, other significant events are disclosed in Note 51 to the
financial statements.
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Details of auditors’ remuneration are set out in Note 37 to the financial statements.
INDEMNIFICATION OF AUDITORS
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its
audit engagement against claim by third parties arising from the audit for an unspecified amount. No payment has been made
to indemnify Ernst & Young during and since the end of the financial year.
TAN SRI DATO’ SERI DR. WAN MOHD ZAHID BIN MOHD NOORDIN DATO’ KHOR CHAP JEN
Chairman Director
134 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
STATEMENTS OF
FINANCIAL POSITION
31 December 2017
Group Company
Note 2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
ASSETS
Non-current assets
Current assets
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 135
STATEMENTS OF FINANCIAL POSITION
31 December 2017
Group Company
Note 2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Equity
Non-current liabilities
136 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
STATEMENTS OF FINANCIAL POSITION
31 December 2017
Group Company
Note 2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Current liabilities
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 137
STATEMENTS OF
COMPREHENSIVE INCOME
For the Financial Year Ended 31 December 2017
Group Company
Note 2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Continuing operations
Revenue 33 4,520,112 5,711,371 - -
Cost of sales 34 (3,006,459) (3,952,418) - -
Gross profit 1,513,653 1,758,953 - -
Other income 35 287,924 341,117 960,416 780,676
Selling and marketing expenses (262,916) (221,098) (56) -
Administrative and general expenses (410,078) (418,425) (23,823) (25,047)
Share of results of joint ventures 257,765 68,715 - -
Share of results of associated companies 22,429 20,820 - -
Finance costs 36 (137,360) (125,349) (90,529) (72,760)
Profit before tax 37 1,271,417 1,424,733 846,008 682,869
Taxation 38 (285,770) (365,316) (19,788) (2,277)
Profit from continuing operations, net of tax 985,647 1,059,417 826,220 680,592
Discontinued operations
Profit from discontinued operations, net of tax 22 83,385 7,845 - -
Profit for the year 1,069,032 1,067,262 826,220 680,592
138 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
STATEMENTS OF COMPREHENSIVE INCOME
For the Financial Year Ended 31 December 2017
Group Company
Note 2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 139
Attributable to owners of the Company
140
Non-distributable Distributable
Reserve on
acquisition
Share- arising
Share Share Share based from Exchange Non-
Share capital - capital - Share premium - payment common translation Retained Perpetual controlling Total
Note capital RCPS-i A RCPS-i B premium RCPS-i A reserve control reserve earnings Total bond interests equity
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Balance at 31.12.2015 1,971,266 - - 2,496,683 - 63,037 - 341,343 2,522,315 7,394,644 610,787 387,008 8,392,439
Balance at 31.12.2016 2,140,140 11,276 - 2,945,523 1,115,632 65,316 - 204,486 2,718,191 9,200,564 610,787 431,730 10,243,081
Effect of pooling of interests
Non-distributable Distributable
Share-
Share Share Share based
Share capital - capital - Share premium - payment Retained Perpetual
Note capital RCPS-i A RCPS-i B premium RCPS-i A reserve earnings bond Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
142 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
STATEMENTS OF
CASH FLOWS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated Restated
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 143
STATEMENTS OF CASH FLOWS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated Restated
144 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
STATEMENTS OF CASH FLOWS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated Restated
NET INCREASE IN CASH AND CASH EQUIVALENTS 944,479 296,240 1,786,430 984,521
EFFECT OF EXCHANGE RATE CHANGES (919) 26,924 (55) (572)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
THE YEAR 4,586,503 4,263,339 1,573,754 589,805
CASH AND CASH EQUIVALENTS AT END OF THE YEAR 5,530,063 4,586,503 3,360,129 1,573,754
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 145
STATEMENTS OF CASH FLOWS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated Restated
146 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE
FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The financial statements of the Group and the Company have been prepared in accordance with Financial Reporting
Standards (“FRSs”) issued by the Malaysian Accounting Standards Board (“MASB”) and the requirements of the
Companies Act 2016.
The financial statements have been prepared on the historical cost basis except as disclosed in the accounting
policies below.
On 1 December 2017, an enlarged group is formed whereby the Company acquired the entire equity interests of
I & P Group Sdn. Berhad (“I & P Group”). The combined entities were under common control before the acquisition.
The Group has applied the pooling of interests method in accounting for this acquisition, of which the combining
entities are presented in such a manner as to depict that it had been in its resultant form for both the current and
previous financial periods by the Group’s financial statements. The effects of the acquisition are disclosed in Note 52.
The financial statements of the Group and of the Company are presented in Ringgit Malaysia (“RM”), which is also
the Company’s functional currency.
The accounting policies adopted by the Group and the Company are consistent with those of the previous financial
year, except for the adoption of the following amendments to FRSs:
The adoption of the above Amendments to FRSs does not have any material impact on the financial statements of
the Group and the Company, except for changes in presentation and disclosures of financial information.
On 19 November 2011, the MASB issued a new approved accounting framework, the MFRS framework.
MFRS is to be applied by all entities other than private entities for annual periods beginning on or after 1 January
2012, with the exception of entities subject to the application of MFRS 141 Agriculture and/or IC Interpretation 15
Agreements for Construction of Real Estate, including the entities’ parent, significant investor and venturer (referred
to as “Transitioning Entities” collectively). Transitioning Entities are allowed to defer adoption of MFRS framework,
and continue to use the existing FRS framework until the MFRS framework is effective. The Group falls within the
definition of Transitioning Entities and had then opted to defer adoption of MFRS framework.
The effective date for the adoption of MFRS Framework by the Transitioning Entities was subsequently deferred to
annual periods beginning on or after 1 January 2018.
Accordingly, the Group had elected to continue to apply the FRS framework up to its financial year ended 31 December
2017. The Group will adopt the MFRS framework and prepare its first set of MFRS framework financial statements for
the coming financial year ending 31 December 2018. In presenting its first MFRS financial statements, the Group is
required to restate the comparative financial statements to amounts reflecting the application of the MFRS Framework.
The majority of the adjustments required on transition will be made, retrospectively, against opening retained profits.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 147
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The Group has established a project team to plan and manage the adoption of the MFRS Framework which includes
the identification of the key differences between FRSs and accounting standards under the MFRS Framework and
disclosures that are expected to arise from the adoption of the MFRS Framework, evaluating of training requirements
and preparation of a conversion plan. This is to be followed by the execution of the implementation and review phase
which includes the formulation of new and/or revised accounting policies and procedures that are in compliance with
the MFRS Framework and identifying of the potential financial effects including disclosure requirements of the adoption
of the MFRS Framework as at the date of transition had also been identified.
The Group and the Company are in the midst of completing its assessment of the financial effects of the differences
between FRSs and accounting standards under the MFRS Framework. Accordingly, the consolidated financial
performance and financial position as disclosed in these financial statements for the year ended 31 December
2017 could be different if prepared under the MFRS Framework. In applying the MFRS 1 – First-time Adoption
of Malaysian Financial Reporting Standards (“MFRS”) in adopting the MFRS Framework, the Group expects that
it would not be applying any of the optional exemptions accorded by MFRS 1 except for the exemptions relating to
business combinations.
When it first adopts the MFRS Framework in the financial year ending 31 December 2018, one of the key accounting
policy changes that the Group expects is the adoption of the fair value model for all of its investment properties which
would be adjusted for retrospectively.
Apart from the above, the Group is also in the midst of finalising the assessment of the financial impact of the two
newly effective standards which were adopted pursuant to its adoption of the MFRS Framework, namely MFRS 15:
Revenue from Contracts with Customers, and MFRS 9: Financial Instruments. The key changes that are expected of
these two standards are as follows:
The key effects as a result of adopting this standard on the property development activities of the Group are as
follows:
(i) in respect of sales of properties that do not come under the purview of Financial Reporting Standards
Implementation Committee (“FRSIC”) Consensus 23 Application of MFRS 15 “Revenue from Contracts with
Customers” on Sale of Residential Properties issued by the Malaysian Institute of Accountants, the Group has
to assess if the property has an alternative use to the Group and whether the sales and purchase arrangement
provides the Group with an enforceable right to payment for work completed to date, in determining whether
or not the sale of property units should be recognised at a point in time (completion method) or over time
(percentage of completion method);
(ii) it requires the identification of separate performance obligations arising from the sale of property units from the
various property development projects of the Group, such as the sale of property with complimentary giveaways,
and may result in the acceleration or deferment of revenue recognition relating to these separate performance
obligations depending on whether the related goods and/or services are delivered or satisfied. This would affect
the timing of revenue recognition for the property development activities;
(iii) it requires the recognition of the financing component relating to the sale of property units under the deferred
payment schemes (10:90 schemes). This would result in the recognition of interest income using the effective
interest method over the term of the deferment;
148 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
(iv) it requires that expenses attributable to securing contracts with customers such as commission expense be
capitalised and expensed by reference to the progress towards complete satisfaction of the performance
obligation; and
(v) it views liquidated ascertained damages (“LAD”) payable when the developer fails to deliver vacant possession
within the stipulated period as consideration payable to customers and is presented as a reduction of the
transaction price which would then be accounted for in the profit or loss over the tenure of the respective
property development project instead of being accounted for as a direct charge to the profit or loss when the
obligation arises.
The key effect of the adoption of this standard on the Group and the Company would principally be in respect of
the assessment of impairment losses of outstanding external and internal debts based on an “expected credit loss
model” instead of the “incurred loss” model. This may have the effect of accelerating the recognition of impairment
losses in respect of these debts if any.
The Directors do not expect that the adoption of MFRS 15 and MFRS 9, which would be adopted in conjunction with
the adoption of the new MFRS Framework to have a significant financial impact on the financial results and financial
position of the Group and the Company when they are first adopted.
The Group considers that it is achieving its scheduled milestones in terms of the adoption of the MFRS Framework
and would be in a position to fully comply with the requirements of the MFRS Framework for the financial year ending
31 December 2018.
The preparation of financial statements requires management to exercise judgement in the process of applying the
accounting policies. It also requires the use of accounting estimates and assumptions that affect reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at the reporting date, and reported amounts
of income and expenses during the financial year.
Although these estimates are based on management’s best knowledge of current events and actions, historical
experiences and various other factors, including expectations for future events that are believed to be reasonable
under the circumstances, actual results may ultimately differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods affected.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 149
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The following are judgements made by management in the process of applying the Group’s accounting policies
that have the most significant effect on amounts recognised in the financial statements:
The Group determines whether a property qualifies as an investment property, and has developed certain criteria
based on FRS 140 Investment Property in making that judgement.
In making its judgement, the Group considers whether a property generates cash flows largely independently of
other assets held by the Group. Owner-occupied properties generate cash flows that are attributable not only to
the property, but also to other assets used in the production or supply process.
Some properties comprise a portion that is held to earn rental or for capital appreciation and another portion
that is held for use in the production or supply of goods and services or for administrative purposes.
If these portions could be sold separately (or leased out separately under a finance lease), the Group accounts
for the portions separately.
If the portions could not be sold separately, the property is accounted for as an investment property only if an
insignificant portion is held for use in the production and supply of goods and services or for administrative
purposes.
Judgement is made on an individual property basis to determine whether ancillary services are so significant
that a property does not qualify as an investment property.
On 16 November 2017, the MIRB had served Bandar Setia Alam Sdn Bhd (“BSA”), a wholly owned subsidiary
of S P Setia Berhad with additional tax assessments for the years of assessment (“YAs”) 2008, 2009, 2010,
2011 and 2013 for additional income taxes of RM51,985,822 and a penalty of RM23,393,620. The additional
income tax expense and penalty charges were imposed as MIRB has taken the view that the gains from the
disposal of land and properties held under Investment Properties by BSA in the abovementioned YAs are
chargeable to income tax under the Income Tax Act 1967 instead of the Real Property Gains Tax Act 1976
(“RPGTA”).
The actions taken by BSA and the status of the legal proceedings thus far are as disclosed in Note 45(b).
The Directors have performed an assessment on the potential tax liability, and based on the legal view provided
from the tax solicitors which advised that there is meritorious grounds and case law to support BSA’s appeal
against the Disputed Notices, exercised judgement that no provision is required to be made in respect of
the additional tax liability and penalty charges. This has instead been disclosed as a contingent liability as
disclosed in Note 45(b), and the outcome of this case will be determined by the court process/proceedings.
150 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The key assumptions concerning the future and other key sources associated with estimation uncertainty at the
reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial period is discussed below:
The Group recognises certain property development activities and construction contracts based on the percentage
of completion method. The stage of completion of the property development activities and construction contracts
is measured in accordance with the accounting policies set out in Notes 1(k) and 1(l) below.
Significant judgement is required in determining the percentage of completion, the extent of the development
project and contract costs incurred, the estimated total revenue and total costs and the recoverability of the
development project and contract. In making these judgements, management relies on past experience and the
work of specialists.
The Group capitalises borrowings cost during the period in which development activities are being undertaken
or where there is on-going development activities which benefits an entire township.
Significant judgement is involved in determining whether the development activities carried out meet the criteria
of an active development in ascertaining whether or not borrowing costs incurred should be capitalised. Besides
that, management is also required to estimate the appropriate apportionment of borrowing costs eligible for
capitalisation to the various development phases.
Inventories are stated at the lower of cost and net realisable value. The Group estimates the net realisable value
of inventories based on an assessment of expected sales prices.
Inventories are reviewed on a regular basis and the Group will make an allowance for excess or obsolete
inventories based primarily on historical trends and management estimates of expected and future product
demand and related pricing.
The carrying amounts of the Group’s inventories as at 31 December 2017 are disclosed in Note 16.
Demand levels, technological advances and pricing competition could change from time to time. If such factors
result in an adverse effect on the Group’s products, the Group might be required to reduce the value of its
inventories and additional allowances for slow moving inventories may be required.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 151
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The Group assesses at each reporting date whether there is any objective evidence that a financial asset is
impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as
the probability of insolvency or significant financial difficulties of the debtors and default or significant delay in
payments.
Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated
based on historical loss experience for assets with similar credit risk characteristics.
The carrying amounts of the Group’s and the Company’s trade and other receivables as at 31 December 2017
are disclosed in Notes 10, 11, 12, 13, 17 and 18.
The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting
date. Non-financial assets are tested for impairment when there are indicators that the carrying amounts may
not be recoverable. When value in use calculations are undertaken, management must estimate the expected
future cash flows from the asset or cash generating unit and choose a suitable discount rate in order to calculate
the present value of those cash flows.
The carrying amounts of the Group’s and the Company’s non-financial assets as at 31 December 2017 are as
disclosed in Notes 2, 3, 4, 5, 6, 7, 8, 17 and 19.
Income taxes
Significant judgement is involved in determining the capital allowances and deductibility of certain expenses
during the estimation of the provision for income tax. There are certain transactions and computations for which
the ultimate tax determination is uncertain during the ordinary course of business.
The Group and the Company recognise liabilities for expected tax issues based on estimates of whether
additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that
were initially recognised, such differences will impact the income tax and deferred tax provisions in the period
in which such determination is made.
The carrying amounts of the Group’s and the Company’s tax assets as at 31 December 2017 were RM148,682,000
and RM Nil (2016: RM153,180,000 and RM9,030,000) respectively.
The carrying amount of the Group’s and the Company’s tax liabilities as at 31 December 2017 was RM79,749,000
and RM6,296,000 (2016: RM114,709,000 and RM Nil).
152 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Deferred tax assets are recognised for all deductible temporary differences, unabsorbed capital allowances and
unutilised tax losses to the extent that it is probable that taxable profit will be available in future against which
the deductible temporary differences, capital allowances and tax losses can be utilised.
Significant management judgement is required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and level of future taxable profits together with future tax planning
strategies.
The carrying amount of the Group’s and the Company’s recognised and unrecognised deferred tax assets as at
31 December 2017 are disclosed in Note 14.
Depreciation and useful life of property, plant and equipment and investment properties
Property, plant and equipment and investment properties are depreciated on a straight-line basis to write off
their costs to their residual values over their estimated useful lives. Management estimates the useful lives of
these assets to be within 3 to 99 years for property, plant and equipment and 10 to 99 years for investment
properties.
The carrying amounts of the Group’s and the Company’s property, plant and equipment and investment
properties as at 31 December 2017 are disclosed in Notes 2 and 3.
Changes in the expected level of usage, physical wear and tear and technological development could impact the
economic useful lives and the residual values of these assets, and therefore future depreciation charges could
be revised.
The Group recognises a provision for affordable housing as required under FRSIC Consensus 17 Development of
Affordable Housing. The provision for affordable housing represents the shortfall between the cost of constructing
affordable housing and the economic benefits expected to be received from the purchasers of affordable housing
in the development of affordable housing on involuntary basis. This provision is capitalised in the form of common
costs for development of premium housing based on the master and building plans approved.
In determining the provision for affordable housing, judgements and assumptions are made by the Group on
the structure and construction costs in constructing the affordable housing. In making those judgements, the
Group evaluates the provisions based on past experience and by relying on the work of specialists.
The carrying amount of the Group’s provision for affordable housing as at 31 December 2017 is disclosed in
Note 31.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 153
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
In the Company’s separate financial statements, investments in subsidiary companies are stated at cost less
impairment losses. Impairment losses are charged to profit or loss.
On disposal, the difference between the net disposal proceeds and the carrying amount of the subsidiary company
disposed off is taken to profit or loss.
The consolidated financial statements incorporate the financial statements of the Company and of all its subsidiary
companies made up to the end of the financial year. The consolidated financial statements are prepared using
uniform accounting policies for like transactions in similar circumstances.
The Group controls an investee if and only if the Group has all the followings:
When the Company has less than a majority of the voting rights of an investee, the Company considers the following
in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power over the investee:
(i) the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of other vote
holders;
(ii) potential voting rights held by the Company, other vote holders or other parties;
(iii) rights arising from other contractual arrangements; and
(iv) any additional facts and circumstances that indicated that the Company has, or does not have, the current
ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at
previous shareholders’ meeting.
The Group reassesses whether it controls an entity if facts and circumstances indicate that there are changes to one
or more of the three elements of control.
All intra-group balances, transactions, income and expenses are eliminated in full on consolidation and the
consolidated financial statements reflect external transactions only.
All subsidiary companies are consolidated on the acquisition method of accounting from the date of acquisition,
being the date on which the Group obtains control, and continue to be consolidated until the date that such control
ceases except for I & P Group, Syarikat Kemajuan Jerai Sdn Bhd and Wawasan Indera Sdn Bhd which are accounted
for based on the pooling of interests method.
Business combinations under common control are accounted for using the pooling of interests method, where the
results of entities or businesses under common control are accounted for as if the combination had been effected
throughout the current and previous financial periods. The assets, liabilities and reserves of these entities are recorded
at their pre-combination carrying amounts or existing carrying amounts are accounted for from the perspective of the
common shareholder. No adjustments are made to reflect fair values, or recognise any new assets or liabilities, at the
date of the combination that would otherwise be done under the acquisition method. No new goodwill is recognised
as a result of the combination. Any difference between the consideration paid/transferred and the equity acquired is
reflected within equity as reserve on acquisition arising from common control.
154 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Under the acquisition method of accounting, the cost of an acquisition is measured as the aggregate of the fair
values of the assets acquired, liabilities incurred or assumed and equity instruments issued at the date of exchange.
Identifiable assets acquired and liabilities and contingent liabilities assumed are measured at their fair values at the
acquisition date.
The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets transferred,
the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the
fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interests in the
subsidiary. Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the
date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net
identifiable assets.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held
equity interests in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
The excess of the fair value of the consideration transferred, the amount of any non-controlling interest in the
acquiree and the acquisition date fair value of any previous equity interests in the acquiree over the fair value of
the net identifiable assets acquired is recorded as goodwill. Goodwill is stated at cost less accumulated impairment
losses. Any excess of the Group’s share in the net fair value of the acquired subsidiary’s identifiable assets, liabilities
and contingent liabilities over the cost of business combination is recognised as income in profit or loss on the date
of acquisition.
Non-controlling interests are that part of the net results of operations and of net assets of a subsidiary attributable
to the interests which are not owned directly or indirectly by the shareholders of the Company. They are shown
separately in the consolidated statement of comprehensive income, statement of changes in equity and statement of
financial position. Total comprehensive income is attributed to the non-controlling interests based on their respective
interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.
When a change in the Company’s ownership interest in a subsidiary results in a loss of control over the subsidiary,
the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts recognised in other
comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained
earnings if required by a specific standard.
Any retained interest in the entity is remeasured at fair value. The difference between the carrying amount of the
retained investment at the date when control is lost and its fair value is recognised in profit or loss.
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control over the subsidiary
are accounted for as transactions with equity owners of the Group. Any difference between the change in the carrying
amounts of the non-controlling interest and the fair value of the consideration paid or received is recognised in
retained earnings within equity attributable to the shareholders of the Company.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 155
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
An associated company is an entity in which the Group has significant influence and that is neither a subsidiary
company nor an interest in a joint arrangement. Significant influence is the power to participate in the financial and
operating policy decisions of the investee, but is not control or joint control over those policies. The existence and
effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether
the Group has significant influence.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to
the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement,
which exists only when decisions about the relevant activities require unanimous consent of the parties sharing
control.
In the Company’s separate financial statements, investments in associated companies and joint ventures are stated
at cost less impairment losses. Impairment losses are recognised in profit or loss.
On disposal, the difference between the net disposal proceeds and the carrying amount of the associated companies
and the joint ventures are included in profit or loss.
Investments in associated companies and joint ventures are accounted for in the consolidated financial statements
by the equity method of accounting. Under the equity method, the investments in associated companies and joint
ventures are initially recognised at cost and adjusted thereafter for post-acquisition changes in the Group’s share
of net assets of the associated companies and joint ventures. Distribution received from associated companies and
joint ventures reduce the carrying amount of the investment. Where there has been change recognised in other
comprehensive income by the associated companies and joint ventures, the Group recognised its share of such
changes in other comprehensive income.
An investment in an associated company or a joint venture is accounted for using the equity method from the date
on which the Group obtains significant influence or joint control until the date the Group ceases to have a significant
influence or joint control over the associated company or joint venture.
Discount on acquisition is excluded from the carrying amount of the investment and is instead included as income
in the determination of the Group’s share of the associated companies’ or joint ventures’ profit or loss in the period
in which the investment is acquired.
Unrealised gains on transactions between the Group and its associated companies or joint ventures are eliminated to
the extent of the Group’s interest in the associated companies or joint ventures. Unrealised losses are also eliminated
unless the transaction provides evidence of impairment of the asset transferred.
Equity accounting is discontinued when the carrying amount of the investment in an associated company or a joint
venture diminishes by virtue of losses to zero, unless the Group has incurred legal or constructive obligations or made
payments on behalf of the associated company or the joint venture.
The results and reserves of associated companies or joint ventures are accounted for in the consolidated financial
statements based on audited and/or unaudited management financial statements made up to the end of the financial
year and prepared using accounting policies that conform to those used by the Group for like transactions in similar
circumstances.
156 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
When changes in the Group’s interests in an associated company do not result in a loss of significant influence, the
retained interests in the associated company are not remeasured. Any gain or loss arising from the changes in the
Group’s interests in the associated company is recognised in profit or loss.
When the Group ceases to have significant influence over an associated company, any retained interest in the former
associated company is recognised at fair value on the date when significant influence is lost. Any gain or loss arising
from the loss of significant influence over an associated company is recognised in profit or loss.
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any.
The cost of property, plant and equipment includes expenditure that is directly attributable to the acquisition
of an asset.
Subsequent costs are included in the asset’s carrying amount when it is probable that future economic benefits
associated with the asset will flow to the Group and to the Company and the cost of the asset can be measured
reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are
charged to profit or loss during the financial year in which they are incurred.
Property, plant and equipment are derecognised upon disposal or when no future economic benefits are
expected from their use or disposal. On disposal, the difference between the net disposal proceeds and the
carrying amount is recognised in profit or loss.
(ii) Depreciation
Depreciation is calculated to write off the depreciable amount of other property, plant and equipment on a
straight-line basis over their estimated useful lives. The depreciable amount is determined after deducting
residual value from cost.
Buildings 2% - 10%
Leasehold land Lease term of 99 years
Plant, machinery, cranes and trucks 5% - 20%
Renovations, computer equipment, office equipment, furniture and fittings 5% - 33%
Motor vehicles 20%
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each
reporting date.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 157
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Investment properties are properties held to earn rental income or for capital appreciation or both rather than for
use in the production or supply of goods and services or for administrative purposes, or sale in the ordinary course
of business. Investment properties include properties that are being constructed or developed for future use as
investment properties.
Investment properties are stated at cost less accumulated depreciation and impairment losses, if any.
The cost of investment properties includes expenditure that is directly attributable to the acquisition of the asset.
Subsequent costs are included in the asset’s carrying amount when it is probable that future economic benefits
associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying
amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss
during the financial year in which they are incurred.
Investment properties are derecognised upon disposal or when they are permanently withdrawn from use and no
future economic benefits are expected from their disposal. On disposal, the difference between the net disposal
proceeds and the carrying amount is recognised in profit or loss.
(ii) Depreciation
Freehold land and investment properties under construction are not depreciated.
Depreciation is calculated to write off the depreciable amount of other investment properties on a straight-line
basis over their estimated useful lives. Depreciable amount is determined after deducting the residual value
from the cost of the investment property.
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each
reporting date.
The Group recognises revenue from the construction and upgrading of infrastructure projects under BOT agreement
in accordance with the accounting policy for construction contracts set out in Note 1(l) below. Where the Group
performs more than one service under the arrangement, consideration received or receivable is allocated to the
components by reference to the relative fair values of the services delivered, when the amounts are separately
identifiable.
158 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The Group recognises the consideration received or receivable as a financial asset to the extent that it has an
unconditional right to receive cash or another financial asset for the construction services. Financial assets are
accounted for in accordance with the accounting policy set out in Note 1(n) below.
When the consideration receivable does not represent an unconditional right to receive cash or another financial
asset, the Group recognises the consideration receivable as either development rights or as intangible assets, based
on the allocation of the fair value of the construction services rendered. The accounting policies for the development
rights and intangible assets are disclosed in Notes 1(k)(iii) and 1(i) respectively.
Subsequent costs and expenditures related to infrastructure and equipment arising from the Group’s commitments to
the BOT agreement or that increase future revenue are recognised as additions to the intangible asset and are stated
at cost. Capital expenditures necessary to support the Group’s operation as a whole are recognised as property, plant
and equipment, and accounted for in accordance with the policy stated under property, plant and equipment in Note
1(f) above. When the Group has contractual obligations that it must fulfil as a condition of its license to:
it recognises and measures these contractual obligations in accordance with the accounting policy for provisions
in Note 1(w) below. Repairs and maintenance and other expenses that are routine in nature are expensed and
recognised in profit or loss as incurred.
Intangible assets are recognised to the extent that the Group has acquired a right (a licence) to charge users of public
services.
Intangible assets are stated at cost less accumulated amortisation and impairment losses. The policy for the
recognition and measurement of impairment losses is in accordance with Note 1(o)(iii) below.
Amortisation of the intangible assets begins when it is available for use, which means when it is in the location and
condition necessary for it to be capable of operating in the manner intended by management. The right to operate
Subterranean Penang International Convention & Exhibition Centre (“SPICE”) is amortised over a period of 30 years.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal
proceed and the carrying amount of the asset and is recognised in profit or loss when the asset is derecognised.
(j) Leases
A lease is an agreement whereby the lessor conveys to the lessee in return for a payment or series of payments for
the right to use an asset for an agreed period of time.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 159
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
A finance lease is a lease that transfers substantially all the risks and rewards incidental to ownership of an
asset. Title may or may not eventually be transferred.
Property, plant and equipment acquired by way of finance leases are stated at amounts equal to the lower
of their fair values and the present value of minimum lease payments at the inception of the leases, less
accumulated depreciation and any impairment losses.
In calculating the present value of the minimum lease payments, the discount rate is the interest rate implicit
in the lease, if this is determinable; if not, the Group’s incremental borrowing rate is used.
Operating lease income or operating lease rentals are credited or charged to profit or loss on a straight-line basis
over the period of the lease.
Development properties are classified under three categories, i.e. land held for property development, property
development costs and development rights.
Land held for property development is defined as land on which development is not expected to be completed
within the normal operating cycle. Usually, no significant development work would have been undertaken on
these lands other than infrastructure work, earth work and landscape work incurred to make the land ready
for development. Accordingly, land held for property development is classified as non-current assets on the
statement of financial position and is stated at cost plus incidental expenditure incurred to put the land in a
condition ready for development.
Land on which development has commenced and is expected to be completed within the normal operating
cycle is included in property development costs. Property development costs comprise all costs that are directly
attributable to development activities or that can be allocated on a reasonable basis to such activities.
Where the outcome of a development can be reasonably estimated, revenue is recognised on the percentage of
completion method. The stage of completion is determined by the proportion that costs incurred to-date bear
to the estimated total costs. In applying this method of determining stage of completion, only those costs that
reflect actual development work performed are included as costs incurred.
For certain overseas development projects, revenue will be recognised upon the transfer of significant risks
and rewards of ownership, which generally coincides with the time the development units are delivered to the
purchasers.
160 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Where the outcome of a development cannot be reasonably estimated, revenue is recognised to the extent of
property development costs incurred that is probable will be recoverable, and the property development costs
on the development units sold shall be recognised as an expense in the period in which they are incurred.
When it is probable that total costs will exceed total revenue, the foreseeable loss is immediately recognised in
profit or loss irrespective of whether development work has commenced or not, or of the stage of completion of
development activity, or of the amounts of profits expected to arise on other unrelated development projects.
The excess of revenue recognised in profit or loss over the billings to purchasers of properties is recognised as
accrued billings under current assets. The excess of billings to purchasers of properties over revenue recognised
in profit or loss is recognised as progress billings under current liabilities.
When there is financial assistance given by authority, the amount will be deducted against the property
development costs.
Development rights represent the rights to additional density over and above the maximum permissible density
for the Group’s development projects within the island of Penang, granted pursuant to a BOT agreement for the
construction and refurbishment of the SPICE and complementary retail, food and beverage outlets and offices.
Development rights are recognised to the extent that the Group has performed the construction services for the
BOT agreement. Development rights are initially measured at cost, which is represented by the allocated fair
value of the construction services rendered.
Development rights recognised are included as part of the cost of the land held for property development or the
property development costs of the Group, based on the allocation of the expected utilisation of the development
rights for the planned property development projects of the Group.
The Group’s long term construction contracts are all fixed price contracts and where their outcome can be reasonably
estimated, revenue is recognised on the percentage of completion method. The stage of completion is determined
by the proportion that costs incurred to-date bear to the estimated total costs, and for this purpose, only those costs
that reflect actual contract work performed are included as costs incurred.
Where the outcome of a long term construction contract cannot be reasonably estimated, revenue is recognised only
to the extent of contract costs incurred that are expected to be recoverable. At the same time, all contract costs
incurred are recognised as an expense in the period in which they are incurred.
Costs that relate directly to a contract and which are incurred in securing the contract are also included as part of contract
costs if they can be separately identified and measured reliably and it is probable that the contract will be secured.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 161
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
When it is probable that total costs will exceed total revenue, the foreseeable loss is immediately recognised in profit
or loss irrespective of whether contract work has commenced or not, or of the stage of completion of contract activity,
or of the amounts of profits expected to arise on other unrelated contracts.
On the statement of financial position, contracts in progress are reflected either as gross amounts due from or due to
customers, where a gross amount due from customers is the surplus of (i) costs incurred plus profits recognised under
the percentage of completion method over (ii) recognised foreseeable losses plus progress billings. A gross amount
due to customers is the surplus of (ii) over (i).
(m) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis.
In the case of finished goods and work-in-progress, cost comprises materials, direct labour, other direct charges and
an appropriate proportion of factory overheads.
In the case of completed development properties held for sale, cost is determined based on specific identification method.
Net realisable value represents the estimated selling price in the ordinary course of business, less selling and
distribution costs and all other estimated cost to completion.
A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability
or equity instrument of another enterprise.
A financial instrument is recognised in the financial statements when the Company or any of its subsidiary
companies becomes a party to the contractual provisions of the instrument.
A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at
fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the
financial instrument.
Financial assets
Financial assets are classified as either financial assets at fair value through profit or loss, loans and receivables,
held-to-maturity investments or available-for-sale financial assets, as appropriate.
Management determines the classification of the financial assets upon initial recognition as set out below.
Financial assets are classified as financial assets at fair value through profit or loss if they are held for trading
or are designated as such upon initial recognition.
162 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value.
Any gains or losses arising from changes in fair value are recognised in profit or loss. Net gains or net losses on
financial assets at fair value through profit or loss do not include exchange differences, interest and dividend
income. Exchange differences, interest and dividend income on financial assets at fair value through profit or
loss are recognised separately in profit or loss as part of other losses or other income.
Financial assets at fair value through profit or loss could be presented as current or non-current. Financial
assets that is held primarily for trading purposes are presented as current whereas financial assets that is not
held primarily for trading purposes are presented as current or non-current based on the settlement date.
This category comprises non-derivative financial assets with fixed and determinable payments that are not
quoted in an active market and includes trade and other receivables and cash and cash equivalents. They are
included in current assets, except for maturities longer than 12 months after the reporting period, which are
classified as non-current assets.
The subsequent measurement of financial assets in this category is at amortised cost using the effective interest
method, less allowance for impairment losses. Any gains or losses arising from derecognition or impairment,
and through the amortisation process of loans and receivables are recognised in profit or loss.
Known bad debts are written off and allowance is made for any receivables considered to be doubtful of collection.
Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial
liabilities at amortised cost.
The Group and the Company only have financial liabilities categorised as financial liabilities at amortised cost
which are measured using the effective interest method and are recognised in profit or loss.
A financial asset or part of it is derecognised when the contractual rights to the cash flows from the financial
asset expire or the financial asset is transferred to another party without retaining control or substantially all
risks and rewards of the asset.
On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration
received together with any cumulative gain or loss that has been recognised in other comprehensive income is
recognised in profit or loss.
A financial liability or part of it is derecognised when the obligation specified in the contract is discharged,
cancelled or expired.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 163
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
On derecognition of a financial liability, the difference between the carrying amount and the consideration paid,
including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
The Group and the Company assess at each reporting date whether there is any objective evidence that an asset is
impaired.
(i) Trade and other receivables and other financial assets carried at amortised cost
To determine whether there is objective evidence that an impairment loss on financial assets has been incurred,
the Group and the Company consider factors such as the probability of insolvency or significant financial
difficulties of the debtor and default or significant delay in payment. For certain categories of financial assets,
such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed
for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for
a portfolio of receivables could include the Group’s and the Company’s past experience of collecting payment,
an increase in the number of delayed payments in the portfolio past the average credit period and observable
changes in national or local economic conditions that correlate with default on receivables.
If any such evidence exists, the amount of the impairment loss is measured as the difference between the
asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s
original effective interest rate. The impairment loss is recognised in profit or loss.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets
with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance
account. When a trade receivable becomes uncollectible, it is written off against the allowance account.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised, the previously recognised impairment
loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the
reversal date. The amount of reversal is recognised in profit or loss.
If there is objective evidence (such as significant adverse changes in the business environment where the issuer
operates, probability of insolvency or significant financial difficulties of the issuer) that an impairment loss on
financial assets carried at cost has been incurred, the amount of the loss is measured as the difference between
the asset’s carrying amount and the present value of estimated future cash flows discounted at the current
market rate of return for a similar financial assets. Such impairment losses are not reversed in subsequent
period.
164 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
(iii) Property, plant and equipment, investment properties, intangible asset, land held for property development and
investments in subsidiary companies, associated companies and joint ventures
Property, plant and equipment, investment properties, intangible asset, land held for property development and
investments in subsidiary companies, associated companies and joint ventures are assessed at each reporting
date to determine whether there is any indication of impairment.
If such an indication exists, the asset’s recoverable amount is estimated. The recoverable amount is the higher
of an asset’s fair value less cost to sell and its value in use. Value in use is the present value of the future cash
flows expected to be derived from the asset. Recoverable amounts are estimated for individual assets or, if it
is not possible, for the cash-generating unit (“CGU”) to which the asset belongs, unless the asset does not
generate cash flows that are largely independent of those from other assets. If this is the case, the recoverable
amount is determined for the CGU to which the asset belongs to.
An impairment loss is recognised whenever the carrying amount of an asset or a CGU exceeds its recoverable
amount. Impairment losses are charged to profit or loss immediately.
Any reversal of an impairment loss as a result of a subsequent increase in recoverable amount should not
exceed the carrying amount that would have been determined (net of amortisation or depreciation, if applicable)
had no impairment loss been previously recognised for the asset. Such reversals are recognised as income
immediately in profit or loss.
(p) Share capital, Islamic redeemable cumulative preference shares (“RCPS-i A” and “RCPS-i B”) and Sukuk Musharakah
(“Perpetual bond”)
Ordinary shares, RCPS-i A, RCPS-i B and Perpetual bond are classified as equity when there is no contractual
obligation to deliver cash or other financial assets to another person or entity or to exchange financial assets or
liabilities with another person or entity that are potentially unfavourable to the issuer.
The proceeds received net of any directly attributable transaction costs are credited to share capital or perpetual
capital securities.
Dividends on ordinary shares, RCPS-i A and RCPS-i B as well as distribution on Perpetual bond are recognised in
equity in the period in which they are declared.
Redeemable cumulative preference shares are classified as financial liabilities in accordance with the substance of
the contractual arrangement of the RCPS. Dividends to shareholders of the RCPS are recognised as finance costs, on
an accrual basis.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 165
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
(r) Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will
be confirmed only by the occurrence or non-occurrence of uncertain future event not wholly within the control of the
Group or of the Company.
Contingent liabilities and assets are not recognised in the statement of financial position of the Group except for
contingent liabilities assumed in a business combination of which the fair value can be reliably measured.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the
Company, and the revenue can be reliably measured, regardless of when the payment is made. Revenue is measured
at the fair value of consideration received or receivable, taking into account contractually defined terms of payment
and excluding taxes or duty.
Revenue from sale of development properties and construction contracts which are under development is
recognised on the percentage of completion method, where the outcome of the development projects contracts
and can be reliably estimated as described in Notes 1(k) and 1(l) respectively.
Revenue from the sale of development properties represents the proportionate sales value of development
properties sold attributable to the percentage of development work performed during the financial year.
Revenue from construction contracts represents the proportionate contract value on construction contracts
attributable to the percentage of contract work performed during the financial year.
(ii) Sale of completed development properties
Revenue from the sale of completed development properties is measured at the fair value of the consideration
receivable and is recognised in profit or loss when the significant risks and rewards of ownership have been
transferred to the buyer.
Revenue from the sale of goods is measured at the fair value of the consideration receivable and is recognised
in profit or loss when the significant risks and rewards of ownership have been transferred to the buyer.
Dividend income is recognised when the Group’s and the Company’s right to receive payment is established.
166 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Rental income is accounted for on a straight-line basis over the lease terms. The aggregate costs of incentives
provided to lessees are recognised as a reduction of rental income over the lease term on a straight-line basis.
Revenue from golf club operations represent proceeds from members’ subscriptions and golf club operations
which is recognised when services are rendered.
Revenue from rental of resort room, sale of food and beverage and other related income are recognised on an
accrual basis.
Functional currency is the currency of the primary economic environment in which an entity operates.
The financial statements of each entity within the Group are measured using their respective functional
currencies.
Transactions in currencies other than the functional currency (“foreign currencies”) are translated to the
functional currency at the rate of exchange ruling at the date of the transaction.
Monetary items denominated in foreign currencies at the reporting date are translated at foreign exchange rates
ruling at that date.
Non-monetary items which are measured in terms of historical costs denominated in foreign currencies are
translated at foreign exchange rates ruling at the date of the transaction.
Non-monetary items which are measured at fair values denominated in foreign currencies are translated at the
foreign exchange rates ruling at the date when the fair values were determined.
Exchange differences arising on the settlement of monetary items and the translation of monetary items are
included in profit or loss for the period.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 167
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
When a gain or loss on a non-monetary item is recognised directly in equity, any corresponding exchange gain or
loss is recognised directly in equity. When a gain or loss on a non-monetary item is recognised in profit or loss,
any corresponding exchange gain or loss is recognised in profit or loss.
For consolidation purposes, all assets and liabilities of foreign operations that have a functional currency other
than RM (including goodwill and fair value adjustments arising from the acquisition of the foreign operations)
are translated at the exchange rates ruling at the reporting date.
Income and expense items are translated at exchange rates approximating those ruling on transactions dates.
All exchange differences arising from the translation of the financial statements of foreign operations are dealt
with through the exchange translation reserve account within equity. On the disposal of a foreign operation, the
exchange translation differences relating to that foreign operation are recognised in profit or loss as part of gain
or loss on disposal.
Wages, salaries, paid annual leave, paid sick leave, maternity leave, bonuses and non-monetary benefits are
recognised as an expense in the period in which the associated services are rendered by employees other than
those that are attributable to property development activities or construction contract in which case such
expenses are recognised in the property development costs or contract costs.
The Company and its subsidiary companies incorporated in Malaysia make contributions to the Employees
Provident Fund (“EPF”) and foreign subsidiary companies make contributions to their respective countries’
statutory pension schemes. The contributions are recognised as a liability after deducting any contributions
already paid and as expenses in the period in which the employees render their services.
The Group operates an equity-settled share-based long term incentive plan (“LTIP” or “Scheme”), which
comprises the Employee Share Grant Plan (“ESGP”) and Employee Share Option Scheme (“ESOS”) for its
employees and Executive Directors.
ESGP
Employees and Executive Directors are entitled to ESGP in the form of Restricted Share Plan (“RSP”) and
Performance Share Plan (“PSP”) as consideration for services rendered. The RSP is a restricted share plan for
employees and Executive Directors, while the PSP is a performance share plan for selected senior management
and Executive Directors.
168 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
ESGP (cont’d)
The RSP and PSP are settled by way of issuance and transfer of new shares upon vesting. The total fair value of RSP
and PSP granted is recognised as an employee cost with a corresponding increase in the share options reserve within
equity over the vesting period after taking into account the probability that the RSP and PSP will vest.
The fair value of RSP and PSP is measured at grant date, taking into account, if any, the market vesting
conditions upon which the RSP and PSP were granted but excluding the impact of any non-market vesting
conditions. Non-market vesting conditions are included in assumptions about the number of shares that are
expected to vest on the vesting date.
At each reporting date, the Group revises its estimates of the number of RSP and PSP that are expected to
vest on vesting date. It recognises the impact of the revision of original estimates, if any, in profit or loss and a
corresponding adjustment to equity over the remaining vesting period. The equity amount is recognised in the
share-based payment reserve.
ESOS
The ESOS allows the Group’s employees and Executive Directors to acquire shares of the Company. The total fair
value of share options granted is recognised as an employee cost with a corresponding increase in the share options
reserve within equity over the vesting period and taking into account the probability that the options will vest.
The fair value of share options is measured at grant date using the binomial model, taking into account, if any,
the market vesting conditions upon which the options were granted but excluding the impact of any non-market
vesting conditions. Non-market vesting conditions are included in assumptions about the number of options
that are expected to become exercisable on vesting date.
At each reporting date, the Group revises its estimates of the number of options that are expected to become
exercisable on vesting date. It recognises the impact of the revision of original estimates, if any, in profit or loss
and a corresponding adjustment to equity over the remaining vesting period. The equity amount is recognised
in the share-based payment reserve.
The fair value of the share options recognised in the share-based payment reserve is transferred to share
capital when the share options are exercised, or transferred to retained earnings upon expiry of the share-based
payment options.
The proceeds received net of any direct attributable transaction costs are credited to equity when the option are
exercised.
Borrowing costs incurred on assets under development that take a substantial period of time for completion are
capitalised into the carrying value of the assets. Capitalisation of borrowing costs ceases when that assets are
completed or during extended periods when active development is interrupted.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 169
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
All other borrowing costs are charged to profit or loss in the period in which they are incurred.
(w) Provisions
Provisions are recognised when the Group and the Company have a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation
and the amount of the obligation can be estimated reliably.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer
probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If
the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to
the passage of time is recognised as finance cost.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted by the reporting date.
Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside
profit or loss, either in other comprehensive income or directly in equity.
Deferred tax is provided using the liability method on temporary differences at the reporting date between the
tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in
a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; and
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits
and unused tax losses, to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be
utilised except:
- where the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; and
170 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset
to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the
extent that it has become probable that future taxable profit will allow the deferred tax assets to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when
the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or
substantively enacted at the reporting date.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same
taxation authority.
Cash and cash equivalents consist of cash and bank balances, short-term deposits with licensed banks, fixed income
trust funds and other licensed financial institutions, which are short term, highly liquid investments that are readily
convertible to known amounts of cash and which are subject to insignificant risk of changes in value.
For the purposes of the statements of cash flows, cash and cash equivalents are presented net of bank overdrafts and
exclude sinking fund, debt service reserve, escrow and revenue accounts pledged to secure banking facilities.
Segment reporting in the financial statements is presented on the same basis as it is used by management internally
for evaluating operating segment performance and in deciding how to allocate resources to each operating segment.
Operating segments are distinguishable components of the Group that engage in business activities from which they
may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the
Group’s other components. An operating segment’s results are reviewed regularly by the chief operating decision
maker to decide how to allocate resources to the segment and assess its performance, and for which discrete financial
information is available.
Segment revenues, expenses, assets and liabilities are those amounts resulting from operating activities of a segment
that are directly attributable to the segment and a relevant portion that can be allocated on a reasonable basis to the
segment.
Segment revenues, expenses, assets and liabilities are determined before intra-group balances and intra-group
transactions are eliminated as part of the consolidation process, except to the extent that such intra-group balances
and transactions are between group entities within a single segment.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 171
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The Group presents assets and liabilities in statement of financial position based on current/non-current classification. An
asset is classified as current when it is:
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
Fair values disclosed 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:
Disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction
rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset
disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary.
Immediately before classification as held for sale, the measurement of the assets and liabilities in a disposal group is
brought up-to-date in accordance with applicable FRSs. Then, on initial classification as held for sale, disposal groups are
measured in accordance with FRS 5 that is at the lower of carrying amount and fair value less costs to sell. Any differences
are included in profit or loss.
A component of the Group is classified as a discontinued operation when the criteria to be classified as held for sale have
been met or it has been disposed and such a component represents a separate major line of business or geographical area
of operations, is part of a single coordinated major line of business or geographical area of operations or is a subsidiary
acquired exclusively with a view to resale.
172 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Computer
equipment,
office
Plant, equipment,
machinery, renovations, Capital
Freehold Leasehold cranes and furniture Motor work-
Group land land Buildings trucks and fittings vehicles in-progress Total
2017 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1.1.2017 33,485 14,242 274,231 26,509 157,466 34,011 37,943 577,887
Additions - - 16,933 5,053 15,883 5,308 48,277 91,454
Disposals (4,164) - (31,909) (299) (5,546) (2,535) - (44,453)
Liquidation of subsidiary
company - - - - (136) - - (136)
Write-offs - - - - (1,879) (4) - (1,883)
Transfer to asset held for sale
(see Note 22) (147) - (1,737) - - - - (1,884)
Transfer from property
development costs
(see Note 15) - - 23,995 - - - - 23,995
Reclassification - - - 5,646 4,639 - (10,285) -
Exchange differences - - (858) - (186) (11) - (1,055)
At 31.12.2017 29,174 14,242 280,655 36,909 170,241 36,769 75,935 643,925
Accumulated depreciation
At 1.1.2017 - 183 43,366 19,354 118,799 20,988 - 202,690
Charge for the year - 146 6,479 2,699 12,773 3,349 - 25,446
Disposals - - (2,104) (299) (2,640) (1,995) - (7,038)
Liquidation of subsidiary
company - - - - (132) - - (132)
Write-offs - - - - (1,369) (3) - (1,372)
Transfer to asset held for sale
(see Note 22) - - (826) - - - - (826)
Exchange differences - - (69) - (131) (2) - (202)
At 31.12.2017 - 329 46,846 21,754 127,300 22,337 - 218,566
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 173
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Computer
equipment,
office
Plant, equipment,
machinery, renovations, Capital
Group Freehold Leasehold cranes and furniture Motor work-
2016 land land Buildings trucks and fittings vehicles in-progress Total
Restated RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1.1.2016 44,715 13,670 280,645 55,217 149,544 37,220 22,553 603,564
Additions - 572 1,239 5,771 8,856 4,589 31,078 52,105
Disposals - - - (62) (475) (5,928) - (6,465)
Write-offs - - - - (687) (143) - (830)
Transfer to asset held for sale
(see Note 22) (11,340) - (7,588) (34,418) (887) (1,727) - (55,960)
Transfer to land held for
property development
(see Note 4) - - - - - - (15,039) (15,039)
Transfer (to)/from investment
properties (see Note 3) (56) - - - - - 293 237
Reclassification 166 - (166) - 942 - (942) -
Exchange differences - - 101 1 173 - - 275
At 31.12.2016 33,485 14,242 274,231 26,509 157,466 34,011 37,943 577,887
Accumulated depreciation
At 1.1.2016 - 35 44,018 43,268 105,167 24,305 - 216,793
Charge for the year - 148 6,325 3,929 15,360 3,179 - 28,941
Disposals - - - (62) (469) (4,992) - (5,523)
Write-offs - - - - (572) (95) - (667)
Transfer to asset held for sale
(see Note 22) - - (6,996) (27,781) (774) (1,409) - (36,960)
Exchange differences - - 19 - 87 - - 106
At 31.12.2016 - 183 43,366 19,354 118,799 20,988 - 202,690
174 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Computer
equipment,
office
equipment,
renovations,
furniture and Motor
Company fittings vehicles Total
2017 RM’000 RM’000 RM’000
Cost
At 1.1.2017/31.12.2017 2,344 8 2,352
Accumulated depreciation
At 1.1.2017/31.12.2017 2,343 7 2,350
2016
Cost
At 1.1.2016 2,365 246 2,611
Disposals - (238) (238)
Write-offs (21) - (21)
At 31.12.2016 2,344 8 2,352
Accumulated depreciation
At 1.1.2016 2,345 237 2,582
Charge for the year 2 - 2
Disposals - (230) (230)
Write-offs (4) - (4)
At 31.12.2016 2,343 7 2,350
Freehold land and buildings, including capital work-in-progress of the Group included above at a net carrying amount
of RM99,433,000 (2016: RM99,574,000) have been charged to banks to partially secure the long term borrowings,
revolving credits and bank overdrafts referred to in Note 28 below.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 175
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
3. INVESTMENT PROPERTIES
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Cost
At beginning of the year 1,161,211 879,706 2,349 2,349
Additions 204,063 325,161 - -
Disposals (51,446) (12,035) - -
Reclass to property, plant and equipment
(see Note 2) - (237) - -
Reclass from/(to) land held for property
development (see Note 4) 28,321 (20,432) - -
Reclass from/(to) property development costs
(see Note 15) 34,098 (10,952) - -
Exchange differences (1,251) - - -
At end of the year 1,374,996 1,161,211 2,349 2,349
Accumulated depreciation
At beginning of the year 38,175 31,398 178 168
Charge for the year 13,409 8,486 10 10
Disposals (6,079) (1,709) - -
Exchange differences (25) - - -
At end of the year 45,480 38,175 188 178
Comprising:
Freehold land 162,813 126,352 928 928
Leasehold land 72,887 72,620 790 800
Freehold buildings 396,591 422,786 - -
Leasehold buildings 2,853 2,969 - -
Investment properties under construction 684,557 488,494 - -
1,319,701 1,113,221 1,718 1,728
Fair value at 31 December 1,964,528 1,767,973 3,243 3,243
176 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The Group’s investment properties at a net carrying amount of RM1,005,932,000 (2016: RM781,372,000) have been
charged to banks to secure the borrowings referred to in Note 28 below.
Included under the Group’s investment properties is borrowing costs of RM26,054,000 (2016: RM21,326,000) incurred
during the financial year.
The fair values of the investment properties of the Group were assessed based on reference to open market value of
properties in the vicinity. The fair value of the investment properties as at 31 December 2017 was substantially arrived at
via valuation performed by certified external valuers based on the following valuation techniques depending on the location
and types of properties.
(i) The market comparison approach uses prices and other relevant information generated by market transactions
involving identical or comparable assets and liabilities;
(ii) The comparison/cost method of valuation entails separate valuations of the land and buildings to arrive at the market
value of the subject property. The land is valued by reference to transactions of similar lands in the surrounding areas
with appropriate adjustments made for differences in the relevant characteristics of the land. Completed buildings
are valued by reference to the current estimates on construction costs to erect equivalent buildings, taking into
consideration of similar accommodation in terms of size, construction, finishes, contractors’ overheads, fees and
profits. Appropriate adjustments are then made for the factors of obsolescence and existing physical condition of the
building; or
(iii) The investment method involves ascertaining the economic rent of the property, deducting all reasonable operating
expenses and then capitalising the resultant net operating income by an appropriate rate of capitalisation to obtain
the present value of the income stream.
The fair value of investment properties under construction amounting to RM684,557,000 (2016: RM488,494,000)
cannot be reliably and separately determined until the construction is completed or the fair value becomes reliably
determinable, whichever is earlier.
Group
Company
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 177
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
2017
Cost
At 1.1.2017 4,386,411 656,730 3,631,206 8,674,347
Additions 1,296,670 895,824 484,151 2,676,645
Reclass to investment property (see Note 3) (28,321) - - (28,321)
Transfer to property development costs
(see Note 15) (133,799) (50,687) (305,145) (489,631)
Exchange differences (9,272) (27,852) (163) (37,287)
At 31.12.2017 5,511,689 1,474,015 3,810,049 10,795,753
2016
Restated
Cost
At 1.1.2016 4,616,554 583,014 3,211,365 8,410,933
Additions 64,710 158,735 773,756 997,201
Disposals (208) (12,359) (30,283) (42,850)
Reclass from investment property (see Note 3) 8,210 - 12,222 20,432
Transfer to property development costs
(see Note 15) (304,438) (75,151) (349,980) (729,569)
Transfer from property, plant and equipment
(see Note 2) - - 15,039 15,039
Exchange differences 1,583 2,491 (913) 3,161
At 31.12.2016 4,386,411 656,730 3,631,206 8,674,347
Included in additions are borrowing costs and development rights of RM75,809,000 and RM194,297,000 (2016:
RM74,455,000 and RM168,487,000) respectively incurred during the financial year.
Land held for property development of the Group included above with a carrying amount of RM4,896,857,000 (2016:
RM3,534,045,000) have been charged to banks to partially secure the borrowings referred to in Note 28 below.
178 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group
2017 2016
RM’000 RM’000
Cost
At beginning of the year 11,633 7,215
Additions 4,392 4,418
At end of the year 16,025 11,633
Accumulated amortisation
At beginning of the year - -
Charge for the year 528 -
At end of the year 528 -
The Group has entered into a BOT agreement with Majlis Perbandaran Pulau Pinang (“MPPP”) to construct the Subterranean
Penang International Convention & Exhibition Centre (“SPICE”) and complementary retail/food and beverage outlets/
offices. The terms of the arrangement also require the Group to improve and refurbish the existing Penang International
Sports Arena indoor stadium and aquatic centre.
The terms of the arrangement allow the Group to operate SPICE for up to a period of thirty years (“Concession Period”)
soon after the completion of construction. Upon expiry of the concession arrangement, subject to the agreement between
the Group and MPPP, the Group may be able to operate SPICE for two further terms, consisting of a period of not less than
fifteen years each.
The BOT agreement also grants the Group the right to additional density for the Group’s development project within the
island of Pulau Pinang. Such development rights are limited to 1,500 residential units. The development rights are only
exercisable during the Concession Period and any right not exercised by the end of the Concession Period shall lapse.
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 179
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Equity interests
Direct Indirect Place of business/
2017 2016 2017 2016 Country of
% % % % incorporation Principal activities
* Audited by member firms of Ernst & Young Global in the respective countries
∞ Audited by a firm other than Ernst & Young
ß Financial year end 30 June (2016: 30 June)
# I & P Group: Acquisition completed on 1 December 2017, accounted for using pooling of interests method
+ In the process of striking-off
For the purpose of applying the equity method of accounting, the management accounts of these associated companies
for the financial year ended 31 December 2017 have been used.
Summarised financial information in respect of the Group’s material associated companies is set out below. The summarised
financial information below represents amounts based on the associated companies’ financial statements adjusted for any
material differences with the Group accounting policies.
180 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 181
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Reconciliation of the summarised financial information presented to the carrying amount of the Group's interest in the
associated companies are as follows:
Net assets
At beginning of the financial year 592,994 564,302 342,084 330,981
Total comprehensive income for the financial year 48,161 35,692 16,361 17,253
Dividends paid (7,000) (7,000) (6,150) (6,150)
At end of the financial year 634,155 592,994 352,295 342,084
Group’s interest in the associated companies 35% 35% 20% 20%
Carrying amount at end of the financial year 221,954 207,548 70,459 68,417
The summarised aggregate financial information of the Group’s share of other individually non-material associated
companies as at 31 December is set out below:
2017 2016
RM’000 RM’000
Restated
Profit for the year, representing total comprehensive income for the year 2,301 4,877
Carrying amount of the Group’s interest in individually non-material
associated companies 25,144 27,149
Capital contribution to an associated company, at cost* 94,721 94,721
119,865 121,870
* This amount relates to the capital contribution to Qinzhou Development (Malaysia) Consortium Sdn Bhd, an associated
company which holds the investment in China-Malaysia Qinzhou Industrial Park (Guangxi) Development Co. Ltd.
in China.
The capital contribution is unsecured, interest free and is not expected to be recalled within the next 12 months.
182 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 183
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
184 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 185
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
186 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 187
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Notwithstanding that the Group has ownership of more than half of the equity shareholding in certain companies, they are
treated as joint ventures pursuant to the contractual rights and obligations of the respective joint venture agreements.
The Group’s joint ventures are accounted for using the equity method in the financial statements.
The Group’s share of capital commitments of the joint ventures at the reporting date are as below:
2017 2016
RM’000 RM’000
Capital commitments:
- Commitments for construction of investment properties 35,962 -
- Commitments for purchase of development land 115,720 116,736
188 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
There is no share of contingent liability and operating lease commitment of the joint ventures of the Group as at the
reporting date.
Summarised financial information in respect of the Group’s material joint ventures which comprise the Battersea Group of
companies which include all Battersea entities listed above, are set out below.
2017 2016
RM’000 RM’000
2017 2016
RM’000 RM’000
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 189
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint ventures
recognised in the consolidated financial statements:
2017 2016
RM’000 RM’000
There is no dividend paid by Battersea Group of companies during the financial year (2016: RM Nil).
The summarised aggregate financial information of the Group’s share of other individually non-material joint ventures as
at 31 December is set out below:
2017 2016
RM’000 RM’000
Loss for the year, representing total comprehensive loss for the year (10,140) (13,675)
Carrying amount of the Group’s interest in individually non-material joint venture 65,496 62,414
Company
2017 2016
RM’000 RM’000
The capital contribution to subsidiary companies represents additional shareholders’ net investment. The capital
contribution is unsecured, interest free and the repayment of such balances are not expected in the foreseeable future
until such time the subsidiary companies are in the position to repay the amount without impairing its liquidity position.
190 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Bandar Setia Alam Sdn Bhd 100 100 - - Malaysia Property development
and property
investment holding
Setia Indah Sdn Bhd 100 100 - - Malaysia Property development
and property
investment holding
Setia Duta One Sdn Bhd 100 100 - - Malaysia Under member’s
voluntary winding-up
Syarikat Kemajuan Jerai 100 100 - - Malaysia Under member’s
Sdn Bhd voluntary winding-up
S P Setia Project Management 100 - - 100 Malaysia Property development
Sdn Bhd project management
Lagavest Sdn Bhd - - 100 100 Malaysia Under member’s
voluntary winding-up
Wawasan Indera Sdn Bhd 100 50 - 50 Malaysia Inactive
S P Setia Eco-Projects 100 - - 100 Malaysia Property development
Management Sdn Bhd project management
Setia Fontaines Sdn Bhd 100 100 - - Malaysia Property development
(formerly known as Setia and property
Recreation Sdn Bhd) investment holding
Ambleside Sdn Bhd - - 100 100 Malaysia Under member’s
voluntary winding-up
Bukit Indah (Johor) Sdn Bhd 100 100 - - Malaysia Property development
and property
investment holding
Setia Bina Raya Sdn Bhd 100 100 - - Malaysia Inactive
Setia Precast Sdn Bhd - - 100 100 Malaysia Building contractors
Setia-Wood Industries 100 100 - - Malaysia Prefabrication,
Sdn Bhd installation, sale of
wood products and
provision of kiln dry
services
S P Setia Marketing Sdn Bhd - - 100 100 Malaysia Sale of wood products
and building
materials
S P Setia Estate Management - 60 - - Malaysia Under creditor’s
Sdn Bhd voluntary winding up
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 191
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
192 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Setia Ecohill Recreation Sdn Bhd - 100 100 - Malaysia Operate and manage a
(formerly known as S P Setia recreation club
Property Holdings Sdn Bhd)
Setia Hicon Sdn Bhd 100 100 - - Malaysia Property development
S P Setia Technology Sdn Bhd 100 100 - - Malaysia Provision of money
lending service
S P Setia PMC Sdn Bhd 100 100 - - Malaysia Provision of accounting,
finance and corporate
secretarial services
Setia Promenade Sdn Bhd 100 100 - - Malaysia Property development
and property
investment holding
Bukit Indah Property 70 70 - - Malaysia Property development
Management Sdn Bhd
Kewira Jaya Sdn Bhd 100 100 - - Malaysia Property development
and property
investment holding
Kay Pride Sdn Bhd - - 100 100 Malaysia Property development
and property
investment holding
Aeropod Sdn Bhd 100 100 - - Malaysia Property development,
property investment
holding and general
construction
Setiahomes (MM2H) Sdn Bhd 100 100 - - Malaysia Dormant
Eco Meridian Sdn Bhd 100 100 - - Malaysia Construction and
operation of
concession asset and
property investment
holding
Setia Ecohill Sdn Bhd 100 100 - - Malaysia Property development
and property
investment holding
S P Setia (Indonesia) Sdn Bhd 100 100 - - Malaysia Dormant
Setia City Development Sdn Bhd 100 100 - - Malaysia Property development
and property
investment holding
Gita Kasturi Sdn Bhd 100 100 - - Malaysia Property development
and property
investment holding
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 193
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
194 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 195
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
196 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 197
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Details of the Group’s subsidiary companies that have material non-controlling interests at the end of the reporting period
are as follows:
Proportion of
Place of ownership interests Profit allocated to Carrying amount
Name of subsidiary incorporation held by non-controlling non-controlling of non-controlling
company and operation interests interests interests
2017 2016 2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated Restated
Bandar Eco-Setia
Sdn Bhd Group Malaysia 50% 50% 41,672 45,856 358,768 337,746
Setia Eco Glades
Sdn Bhd Malaysia 30% 30% (4,909) 8,063 43,539 49,648
Kesas Kenangan
Sdn Bhd Malaysia 30% 30% 4,042 1,326 48,653 44,611
Perumahan Kinrara
Berhad Group Malaysia 49% 49% 14,601 (1,990) 477,624 474,558
Syarikat Pegawai
Perumahan
Kerajaan Sendirian
Berhad Group Malaysia 29.91% 29.91% 14,565 10,651 155,965 158,545
Temasya
Development Co.
Sdn. Bhd. Group Malaysia 33.94% 33.94% 31,318 10,908 134,032 116,440
Individually immaterial subsidiary companies with non-controlling interests 25,149 24,533
1,243,730 1,206,081
198 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Summarised financial information of the Group’s subsidiary companies that have material non-controlling interests
(amounts before intra-group elimination) is as follows:
2017 2016
RM’000 RM’000
2017 2016
RM’000 RM’000
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 199
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Summarised financial information of the Group’s subsidiary companies that have material non-controlling interests
(amounts before intra-group elimination) is as follows (cont’d):
2017 2016
RM’000 RM’000
2017 2016
RM’000 RM’000
200 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Summarised financial information of the Group’s subsidiary companies that have material non-controlling interests
(amounts before intra-group elimination) is as follows (cont’d):
2017 2016
RM’000 RM’000
2017 2016
RM’000 RM’000
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 201
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
9. OTHER INVESTMENTS
Group
2017 2016
RM’000 RM’000
Restated
Non-current
At fair value through profit or loss
Equity instruments (quoted in Malaysia) 37 135
At amortised cost
Equity instruments (unquoted in Malaysia) 2,311 2,311
Less: Provision for impairment loss (2,215) (2,215)
133 231
Current
At fair value through profit or loss
Investment in Amanah Nasional Berhad Dana Aqeel (quoted in Malaysia) - 30,000
133 30,231
The amounts owing by subsidiary companies included under non-current assets represent unsecured advances which are
not expected to be recalled within the next 12 months and are analysed as follows:
Company
2017 2016
RM’000 RM’000
Bearing interest at 4.70% to 8.00% (2016: 4.70% to 8.00%) per annum 2,356,917 1,657,999
Interest free 188,408 68,371
Unquoted redeemable cumulative preference shares 96,024 74,200
2,641,349 1,800,570
Allowance for impairment loss (1,330) (9,681)
2,640,019 1,790,889
202 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Company
2017 2016
RM’000 RM’000
Trade accounts:
- staff secondment fee 8,851 1,986
Unsecured advances:
- bearing interest at 4.70% to 8.00% (2016: 4.70% to 8.00%) per annum 731,511 177,781
- interest free 759,284 529,531
- unquoted redeemable cumulative preference shares - 50,263
1,499,646 759,561
The movements in the allowance for impairment losses during the financial year are as follows:
Company
2017 2016
RM’000 RM’000
The trade accounts are expected to be settled within the normal credit periods. Unsecured advances are repayable on
demand.
Company
2017 2016
RM’000 RM’000
The trade accounts are expected to be settled within the normal credit period. The unsecured interest free advances are
payable on demand.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 203
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
The trade accounts are expected to be settled within the normal credit period. Unsecured advances are repayable on
demand.
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Unsecured advances:
- interest free 364 138 364 138
The trade accounts are expected to be settled within the normal credit period. Unsecured advances are repayable on
demand.
This represents amounts owing by/to the I & P Group and its subsidiary companies to Permodalan Nasional Berhad
(“PNB”) and the government related entities disclosed in Note 43(a) (“PNB Group”). PNB was I & P Group’s previous
shareholder and immediate holding company.
The amount due to PNB Group were settled subsequent to the completion of acquisition of the I & P Group by S P
Setia on 1 December 2017. The settlement was by way of set-off whereby post-completion of the acquisition of the
I & P Group, two subsidiary companies of the I & P Group had disposed of two of its properties to PNB for a total
consideration of RM122,500,000.
204 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
The Group has recognised the deferred tax assets as it is probable that its existing construction contracts and development
projects would generate sufficient taxable profits in future against which the deferred tax assets can be utilised.
The temporary differences on which deferred tax assets/liabilities have been recognised are as follows:
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 205
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Unutilised tax losses, unabsorbed capital allowances and other temporary differences exist as at 31 December of which
deferred tax assets have not been recognised in the financial statements are as follows:
Group
2017 2016
RM’000 RM’000
Restated
Deferred tax assets for certain subsidiary companies have not been recognised in respect of these items as it is not
probable that taxable profits of the subsidiary companies would be available against which the deductible temporary
differences could be utilised.
Group
2017 2016
RM’000 RM’000
Restated
206 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group
2017 2016
RM’000 RM’000
Restated
Property development costs at a carrying amount of RM778,805,000 (2016: RM804,917,000) included above, have
been charged to various banks to partially secure borrowings referred to in Note 28 below.
Included under development and construction costs are borrowing costs and development rights of RM32,459,000 and
RM152,249,000 (2016: RM55,582,000 and RM132,025,000) respectively.
16. INVENTORIES
Group
2017 2016
RM’000 RM’000
Restated
At cost:
Completed properties 1,695,776 1,286,421
Raw materials 5,408 5,887
Consumable goods and others 824 3,715
1,702,008 1,296,023
During the financial year, the amount of inventories recognised as an expense in cost of sales of the Group was
RM300,981,000 (2016: RM305,916,000).
Property inventories of the Group included above with a carrying amount of RM663,043,000 (2016: RM391,110,000)
have been charged to various banks to partially secure the borrowings referred to in Note 28 below.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 207
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Non-current
Prepaid rental (Note a) 90,146 - - -
Current
Refundable deposits and part purchase
considerations for the acquisition of development
land in
- Seberang Perai Utara, Pulau Pinang - 62,012 - -
- 308-326 Exhibition Street, Melbourne, Australia 371,451 32,714 - -
- Kota Kinabalu, Sabah 70,054 4,300 - -
- Bangi, Selangor 44,761 - - -
- Glengowrie, Selangor - 90,129 - -
Dividend receivable - - 927 927
Deposits 66,799 58,258 142 142
Value Added Tax/Goods and Services Tax receivables 21,599 14,132 - -
Prepaid rental (Note a) 13,192 - - -
Other sundry receivables and prepayments 168,234 82,742 753 411
756,090 344,287 1,822 1,480
Allowance for impairment losses (3,935) (5,852) - -
752,155 338,435 1,822 1,480
Total 842,301 338,435 1,822 1,480
Note a
This represents the prepayment of lease rental in respect of an office tower which was sold and subsequently leased back
from Datuk Bandar Kuala Lumpur for a period of 8 years.
The refundable deposits and part purchase considerations were paid for the acquisition of development lands that have
yet to be completed as at end of the financial year. The balance of these purchase considerations is disclosed as other
commitments in Note 44(b) below.
208 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The movements in the allowance for impairment losses of other receivables during the financial year are as follows:
Group
2017 2016
RM’000 RM’000
Restated
The currency exposure profile of other receivables, deposits and prepayments after allowance for impairment losses is as
follows:
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Group
2017 2016
RM’000 RM’000
Restated
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 209
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The progress billings are due within 14 to 90 days (2016: 14 to 90 days) as stipulated in construction contracts and sale
and purchase agreements. The retention sums are due upon the expiry of the defect liability period stated in the respective
construction contracts or sale and purchase agreements. The defect liability periods range from 6 to 24 months (2016: 6
to 24 months).
Group
2017 2016
RM’000 RM’000
Restated
The movements in the allowance for impairment losses of trade receivables during the financial year are as follows:
Group
2017 2016
RM’000 RM’000
Restated
210 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The currency exposure profile of trade receivables after allowance for impairment losses is as follows:
Group
2017 2016
RM’000 RM’000
Restated
Group
2017 2016
RM’000 RM’000
Contract expenditure includes the following expenses incurred during the financial year:
Group
2017 2016
RM’000 RM’000
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 211
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Short-term deposits:
- with licensed banks 322,310 851,381 87,000 250,000
- with other licensed financial institutions 1,377,749 2,152,970 820,848 1,332,554
1,700,059 3,004,351 907,848 1,582,554
Included in short-term deposits of the Group are amounts of RM5,000,000 (2016: RM5,000,000) which have been
charged to banks as security for banking facilities.
The effective interest rates for the Group’s and the Company’s short-term deposits range from 0.60% to 3.80% and 2.98%
to 3.63% per annum (2016: 0.60% to 3.84% and 3.20% to 3.84% per annum) respectively. All short-term deposits have
maturity periods of less than a year.
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
212 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Withdrawals from the Housing Development Accounts are restricted in accordance with the Housing Developers (Housing
Development Account) Regulations 1991.
Funds maintained in the Housing Development Accounts earn interest ranging from 1.65% to 2.15% (2016: 0.25% to
2.50%) per annum.
The sinking fund, debt service reserve, escrow and revenue accounts were opened in accordance with the terms and
conditions set out in the term loan agreements referred to in Note 28 below.
Included in cash and bank balances for the Group and the Company as at 31 December 2017 is an amount of
RM2,443,659,708 (2016: RM Nil) received pursuant to the issuance of renounceable rights issue of shares and Class
B Islamic redeemable cumulative preference shares (“RCPS-i B”) as disclosed in Note 23 and Note 24 respectively
and held in trust by the share registrar. Subsequent to year end, RM310,411,793 (2016: RM Nil), being the excess
amounts received pursuant to the renounceable rights issue of shares and the RCPS-i B, was refunded to the unsuccessful
applicants, whilst an amount of RM2,000,000,000 (2016: RM Nil) was used to part settle the consideration for the
acquisition of I & P Group as disclosed in Note 51. The utilisation of the balance of the proceeds is as disclosed in
Note 51.
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
22. DISCONTINUED OPERATIONS AND ASSETS OF DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE
Group
2017 2016
RM’000 RM’000
Assets:
Property, plant and equipment (Note a) - 19,000
Property, plant and equipment (Note b) 1,058 -
Assets of disposal group classified as held for sale 1,058 19,000
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 213
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
22. DISCONTINUED OPERATIONS AND ASSETS OF DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE (CONT’D)
Note a
On 5 October 2016, Perusahaan Minyak Sawit Bintang Sendirian Berhad (“PMSB”) and Yong Peng Realty Sdn.
Bhd. (“YPR”) had entered into a Sale and Purchase Agreement (“SPA”) to dispose off all of their property, plant and
equipment for a cash consideration of RM29,088,000 and RM77,600,000 respectively. The decision was consistent with
I & P Group’s strategy to focus on its core property development activities and to divest its plantation business.
Accordingly, those property, plant and equipment had then been classified as non-current assets held for sale. The
results of both subsidiary companies are presented separately on the statement of comprehensive income as results from
discontinued operations, net of tax.
The results of the discontinued operations in PMSB and YPR, net of intercompany transactions, are as follows:
2017 2016
RM’000 RM’000
The cash flows of the discontinued operations in PMSB and YPR, net of intercompany transactions, are as follows:
2017 2016
RM’000 RM’000
Net cash flow (used in)/generated from operating activities (11,838) 13,970
Net cash flow generated from investing activities 107,528 331
Net cash flow used in financing activities (112,500) (26,500)
Net cash outflow from discontinued operations (16,810) (12,199)
214 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
22. DISCONTINUED OPERATIONS AND ASSETS OF DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE (CONT’D)
The disposal of the property, plant and equipment was completed on 1 April 2017.
2017
RM’000
Note b
On 2 October 2017, Wawasan Indera Sdn Bhd (“WISB”) had entered into a SPA to dispose off Wisma Puchong, a building
located in Pusat Bandar Puchong. The transaction is expected to be completed within the next 12 months from the
financial year end.
Group/Company
2017 2016
Number of Number of
shares Amount shares Amount
’000 RM’000 ’000 RM’000
Note i
Effective from 31 January 2017, the new Companies Act 2016 (“the Act”) abolished the concept of authorised share
capital and par value of share capital. Consequently, the credit balance of the share premium becomes part of the
Company's share capital pursuant to the transitional provision set out in Section 618(2) of the Act. Notwithstanding this
provision, the Company may within 24 months from the commencement of the Act, use this amount for purposes as set
out in Section 618(3) of the Act. There is no impact on the numbers of ordinary shares in issue or the relative entitlement
of any of the members as a result of this transition.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 215
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
During the financial year, the issued and paid-up ordinary share capital of the Company was increased by way of:
(a) Transfer of the amount standing to the credit of the Company’s share premium account as at 31 January 2017 of
RM2,945,561,000 to the share capital of the Company pursuant to Section 618(2) of the Companies Act 2016;
(b) Issuance of 159,209,233 new ordinary shares pursuant to the DRP that provides shareholders with an option to
reinvest their cash dividend in new ordinary shares at the following issue prices:
(c) Allotment of 7,427,243 new ordinary shares pursuant to the vesting of ESGP;
(d) Issuance of 2,369,540 new ordinary shares pursuant to the exercise of ESOS at the following option prices:
(e) Issuance of 403,260,475 new ordinary shares pursuant to the renounceable rights issue on the basis of two (2)
rights shares for every fifteen (15) existing ordinary shares at an issue price of RM2.65 per share; and
(f) Conversion from 6,988,243 RCPS-i A to 1,996,638 ordinary shares with the conversion ratio of two (2) new S P
Setia shares for seven (7) RCPS-i A held.
All new ordinary shares rank pari passu in all respect with the then existing ordinary shares of the Company.
The Long Term Incentive Plan (“LTIP” or “Scheme”) was implemented on 10 April 2013. The LTIP, which comprises
the ESGP and ESOS allows the Company to grant shares and/or share options under the ESGP and ESOS respectively
to eligible employees and Executive Directors of the Group of up to 15% of the issued and paid-up share capital of the
Company. The LTIP is governed by the By-Laws of the LTIP which was approved by the shareholders on 28 February 2013
and is administered by the NRC which is appointed by the Board, in accordance with the By-Laws.
On 23 February 2017, the Board of Directors approved the extension of the LTIP for another 5 years pursuant to By-Laws
18.2 of the By-Laws of LTIP and as such the LTIP shall be in force for a period of 10 years up to 9 April 2023.
(a) The maximum number of new ordinary shares which may be made available under the Scheme at the point in time
when an LTIP award is offered shall not be more than fifteen percent (15%) of the issued and paid-up ordinary share
capital of the Company.
216 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
(b) The LTIP awards shall be awarded after taking into consideration the employee’s position, contribution and
performance (where applicable) or such criteria as the Nomination and Remuneration Committee may deem fit
subject to the following:
(i) that the number of new ordinary shares made available under the Scheme shall not exceed the amount stipulated
in (a) above; and
(ii) that not more than ten percent (10%) of the total new ordinary shares to be issued under the Scheme at the
point in time when an LTIP award is offered be allocated to any employee or Executive Director who, either
singly or collectively through persons connected with him, holds twenty percent (20%) or more in the issued
and paid-up share capital of the Company.
(c) In the case of the ESGP, the shares will be vested with the grantee at no consideration on the vesting date; while
in the case of the ESOS, the option price will be determined based on the five (5) days volume weighted average
market price of the ordinary shares on the date the ESOS award is offered with a potential discount of not more
than ten percent (10%) or any such other limit in accordance with any prevailing guideline issued by Bursa Malaysia
Securities Berhad or any other relevant authorities as may be amended from time to time.
(d) The shares and share options granted under the ESGP and ESOS will vest over a period of up to four (4) years from
the date of the LTIP award.
The movement during the financial year in the number of shares and share options in which employees of the Group and
the Company is entitled to are as follows:
Offer 1 - - - - -
Offer 2 - - - - -
Offer 3 3,388 - (3,266) (122) -
Offer 4 5,564 - (2,650) (305) 2,609
Offer 5 5,347 - (1,511) (327) 3,509
Offer 6 - 15,339 - (329) 15,010
14,299 15,339 (7,427) (1,083) 21,128
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 217
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The fair values of the shares and share options granted under the ESGP and ESOS to which FRS 2 applies were determined
using the binomial model. The significant inputs into the model were as follows:
ESGP ESOS
Offer 1 Offer 2 Offer 3 Offer 4 Offer 5 Offer 6 Offer 1 Offer 2 Offer 3 Offer 4 Offer 5 Offer 6
Date of grant 6 19 31 20 17 7 6 19 31 20 17 7
May August October August August August May August October August August August
2013 2013 2014 2015 2016 2017 2013 2013 2014 2015 2016 2017
Fair value at RM3.15 RM3.14 RM3.13 RM3.01 RM3.27 RM3.05 RM0.51 RM0.52 RM0.53 RM0.57 RM0.55@/ RM0.51@/
grant date RM0.87# RM0.77#
Vesting period / 2 years 2 years 2 years 2 years 1 year 2 years 8 years 8 years 7 years 6 years 5 years 4 years
Option life 5 months 3 months 3 months 3 months 3 months 4 months 10 months
Weighted RM3.42 RM3.37 RM3.35 RM3.02 RM3.17 RM3.30 RM3.42 RM3.37 RM3.35 RM3.02 RM3.17 RM3.30
average share
price at grant
date
Expected 4.1% 4.2% 3.3% 3.0% 5.3% 6.0% 4.1% 4.2% 3.3% 3.0% 5.3% 6.0%
dividend yield
Risk free interest 3.21% 3.67% 3.71% 4.01% 3.4% 3.4% 3.21% 3.67% 3.71% 4.01% 3.4% 3.4%
rates
Expected 18.62% 18.82% 18.51% 21.34% 22.88% 24.26% 18.62% 18.82% 18.51% 21.34% 22.88% 24.26%
volatility
* The shares under the ESGP will vest with the grantee at no consideration on the vesting date
^ Pursuant to the LTIP By-Laws of the Company, the ESOS exercise price options were adjusted for the rights issue
of up to 451,916,434 ordinary shares in S P Setia and rights issue of up to 1,355,749,304 RCPS-i B in S P Setia
Berhad which were allotted on 29 December 2017 and listed on 4 January 2018 (“Rights Issue Adjustment”)
@ Prior to Rights Issue Adjustment
# After Rights Issue Adjustment
The expected life of the shares and share options are based on historical data and is not necessarily indicative of the
exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of
future trends, which may also not necessarily be the actual outcome. No other features of the shares and/or share options
granted were incorporated into the measurement of fair value.
218 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
24. ISLAMIC REDEEMABLE CUMULATIVE PREFERENCE SHARES (“RCPS-i A”) (“RCPS-i B”)
Group/Company
2017 2016
Number of Number of
shares Amount shares Amount
’000 RM’000 ’000 RM’000
Note i
Effective from 31 January 2017, the new Companies Act 2016 (“the Act”) abolished the concept of authorised share
capital and par value of share capital. Consequently, the credit balance of the share premium becomes part of the
Company's share capital pursuant to the transitional provision set out in Section 618(2) of the Act. Notwithstanding this
provision, the Company may within 24 months from the commencement of the Act, use this amount for purposes as set out
in Section 618(3) of the Act. There is no impact on the numbers of preference shares in issue or the relative entitlement
of any of the members as a result of this transition.
RCPS-i A
The RCPS-i A issued by the Company to the shareholders are convertible at any time at the discretion of the holder
commencing 2 December 2016 (“Issue Date A”) up to such date no later than nine (9) market days prior to the relevant
redemption date into such number of fully paid new S P Setia shares without payment of any consideration (cash or
otherwise) and with the conversion ratio of two (2) new S P Setia shares for seven (7) RCPS-i A held.
The Company may at any time on or after the 15th anniversary of the Issue Date A, at its discretion, redeem all (and not
some only of) the outstanding RCPS-i A in cash at the redemption price which shall be the aggregate of the issue price
of RM1.00, any preferential dividends declared but unpaid as at the redemption date and any Deferred Dividends A (as
defined below) as at the redemption date.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 219
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
24. ISLAMIC REDEEMABLE CUMULATIVE PREFERENCE SHARES (“RCPS-i A”) (“RCPS-i B”) (CONT’D)
Under the Constitution, the conversion ratio for RCPS-i A is subject to adjustments from time to time, at the determination
of our Board, in the event of any alteration to our Company’s share capital, whether by way of rights issue, capitalisation
issue, consolidation of shares, subdivision of shares or reduction of capital howsoever being effected, in accordance
with the provisions of the Constitution. Pursuant to the rights issue of S P Setia shares undertaken by the Company,
the conversion ratio for RCPS-i A has been adjusted to fifty (50) new S P Setia shares for one hundred sixty nine (169)
RCPS-i A held. The effective date for the adjusted conversion ratio was 4 December 2017.
(i) The right to receive preferential dividends, out of distributable profits of the Company earned from the first day of the
calendar month following the Issue Date A (“Profits for RCPS-i A”) when declared and approved by the Board of the
Company, at an expected preferential dividend rate of 6.49%.
From the period commencing on and including the 15th anniversary of the Issue Date A until the redemption date, an
additional stepped-up preferential dividend rate of 1.0% per annum above the expected rate abovementioned, shall
be payable on the RCPS-i A on an annual basis, provided that the aggregate of the expected preferential dividend
rate (including the stepped-up preferential dividends, if applicable) (“Expected Preferential Dividend Rate A”) shall
not exceed a total rate of 20%. The maximum amount of preferential dividends that can be declared and paid on
each preferential dividend entitlement date (“Expected Preferential Dividend Amount A”) shall be capped at such
Expected Preferential Dividend Rate A unless otherwise decided by the Board of the Company.
i. In the event that the Profits for RCPS-i A are lower than the Expected Preferential Dividend Amount A and the
Company does not declare the preferential dividends up to the Expected Preferential Dividend Amount A (in
whole or in part):
(a) The Company may, at its discretion, declare and pay any amount of preferential dividends up to an amount
equal to the Profits for RCPS-i A as at such preferential dividend entitlement date. The amount of Profits
for RCPS-i A declared as preferential dividends by the Company on a particular preferential dividend
entitlement date, if any shall be referred to as (“Declared Sum A”); and
(b) The amount equivalent to the difference between the Profits for RCPS-i A as at such preferential dividend
entitlement date and Declared Sum A, shall be cumulative (“Deferred Dividends A-1”), so long as the
RCPS-i A remains unredeemed.
ii. In the event that the Profits for RCPS-i A are more than the Expected Preferential Dividend Amount A and the
Company does not declare the preferential dividends up to the Expected Preferential Dividend Amount A (in
whole or in part), the amount equivalent to the difference between the Expected Preferential Dividend Amount
A and the Declared Sum A, shall be cumulative (“Deferred Dividends A-2”), so long as the RCPS-i A remains
unredeemed.
Deferred Dividends A-1 and A-2 (as the case may be) (“Deferred Dividends A”) may be declared and/or paid, at the
discretion of the Company, on any subsequent preferential dividend entitlement date for RCPS-i A, provided that the
Cumulative Condition A (as defined below) is fulfilled on such preferential dividend entitlement date.
220 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
24. ISLAMIC REDEEMABLE CUMULATIVE PREFERENCE SHARES (“RCPS-i A”) (“RCPS-i B”) (CONT’D)
“Cumulative Condition A” of the RCPS-i A means on any preferential dividend entitlement date, the Company:
i. has sufficient Profits for RCPS-i A that is at least equivalent to the aggregate of the Declared Sum A and any
Deferred Dividends A accumulated as at and on such preferential dividend entitlement date;
ii. has maintained books and records that evidence the Company having Profits for RCPS-i A that is at least
equivalent to the aggregate of the Declared Sum A and any Deferred Dividends A accumulated as at and on
such preferential dividend entitlement date; and
iii. makes an announcement on the Main Market of Bursa Malaysia Securities Berhad that such amount of Deferred
Dividends A on such preferential dividend entitlement date shall be cumulative.
Where there is no Profit for RCPS-i A available for the declaration and payment of dividends, the Company shall have
no obligation to declare or distribute any preferential dividends on the relevant preferential dividend entitlement date
for RCPS-i A. Such preferential dividends shall not be cumulative.
Each RCPS-i A holder will cease to receive any preferential dividends from and including the date the RCPS-i A is
converted into new S P Setia Shares save for preferential dividends declared but unpaid up to the date of conversion.
(ii) The rights as regards to the receipt of notices (including that of general meetings), reports and audited financial
statements, to attend meetings and to receive shareholders’ resolutions in writing, but shall not be entitled to vote or
approve any shareholders’ resolutions or vote at any general meeting of the Company, save and except in the respect
of any resolution made:
i. when the preferential dividends for RCPS-i A or any part thereof is in arrears and unpaid for more than six (6)
months;
iii. on a proposal for the disposal of substantially the whole of the Company’s property, business and undertaking;
vi. on any proposal that affects the rights and privileges attached to the RCPS-i A, including the amendments to
the Constitution of the Company.
In any of the aforesaid circumstances, each RCPS-i A holder shall be entitled to vote at all general meetings of the
members of its class, and on a poll at any such general meetings to one (1) vote for each RCPS-i A held.
RCPS-i B
The RCPS-i B issued by the Company to the shareholders are convertible at any time at the discretion of the holder
commencing 29 December 2017 (“Issue Date B”) up to such date no later than nine (9) market days prior to the relevant
redemption date into such number of fully paid new S P Setia shares without payment of any consideration (cash or
otherwise) and with the conversion ratio of five (5) new S P Setia shares for twenty one (21) RCPS-i B held.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 221
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
24. ISLAMIC REDEEMABLE CUMULATIVE PREFERENCE SHARES (“RCPS-i A”) (“RCPS-i B”) (CONT’D)
The Company may at any time on or after the 5th anniversary of the Issue Date B, at its discretion, redeem all (and not
some only of) the outstanding RCPS-i B in cash at the redemption price which shall be the aggregate of the issue price
of RM0.88, any preferential dividends declared but unpaid as at the redemption date and any Deferred Dividends B (as
defined below) as at the redemption date.
(i) The right to receive preferential dividends, out of distributable profits of the Company earned from the first day of the
calendar month following the Issue Date B (“Profits for RCPS-i B”) when declared and approved by the Board of the
Company, at an expected preferential dividend rate of 5.93%.
From the period commencing on and including the 5th anniversary of the Issue Date B until the redemption date, an
additional stepped-up preferential dividend rate of 1.0% per annum above the expected rate abovementioned, shall
be payable on the RCPS-i B on an annual basis, provided that the aggregate of the expected preferential dividend
rate (including the stepped-up preferential dividends, if applicable) (“Expected Preferential Dividend Rate B”) shall
not exceed a total rate of 20%. The maximum amount of preferential dividends that can be declared and paid on
each preferential dividend entitlement date (“Expected Preferential Dividend Amount B”) shall be capped at such
Expected Preferential Dividend Rate B unless otherwise decided by the Board of the Company.
i. In the event that the Profits for RCPS-i B are lower than the Expected Preferential Dividend Amount B and the
Company does not declare the preferential dividends up to the Expected Preferential Dividend Amount B (in
whole or in part):
(a) The Company may, at its discretion, declare and pay any amount of preferential dividends up to an amount
equal to the Profits for RCPS-i B as at such preferential dividend entitlement date. The amount of Profits
for RCPS-i B declared as preferential dividends by the Company on a particular preferential dividend
entitlement date, if any shall be referred to as (“Declared Sum B”); and
(b) The amount equivalent to the difference between the Profits for RCPS-i B as at such preferential dividend
entitlement date and Declared Sum B, shall be cumulative (“Deferred Dividends B-1”), so long as the
RCPS-i B remains unredeemed.
ii. In the event that the Profits for RCPS-i B are more than the Expected Preferential Dividend Amount B and the
Company does not declare the preferential dividends up to the Expected Preferential Dividend Amount B (in
whole or in part), the amount equivalent to the difference between the Expected Preferential Dividend Amount
B and the Declared Sum B, shall be cumulative (“Deferred Dividends B-2”), so long as the RCPS-i B remains
unredeemed.
Deferred Dividends B-1 and B-2 (as the case may be) (“Deferred Dividends B”) may be declared and/or paid, at
the discretion of the Company, on any subsequent preferential dividend entitlement date for RCPS-i B, provided
that the Cumulative Condition B (as defined below) is fulfilled on such preferential dividend entitlement date.
“Cumulative Condition B” of the RCPS-i B means on any preferential dividend entitlement date, the Company:
(a) has sufficient Profits for RCPS-i B that is at least equivalent to the aggregate of the Declared Sum B and
any Deferred Dividends B accumulated as at and on such preferential dividend entitlement date;
222 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
24. ISLAMIC REDEEMABLE CUMULATIVE PREFERENCE SHARES (“RCPS-i A”) (“RCPS-i B”) (CONT’D)
“Cumulative Condition B” of the RCPS-i B means on any preferential dividend entitlement date, the Company (cont’d):
(b) has maintained books and records that evidence the Company having Profits for RCPS-i B that is at least
equivalent to the aggregate of the Declared Sum B and any Deferred Dividends B accumulated as at and
on such preferential dividend entitlement date; and
iii. makes an announcement on the Main Market of Bursa Malaysia Securities Berhad that such amount of Deferred
Dividends B on such preferential dividend entitlement date shall be cumulative.
Where there is no Profit for RCPS-i B available for the declaration and payment of dividends, the Company
shall have no obligation to declare or distribute any preferential dividends on the relevant preferential dividend
entitlement date for RCPS-i B. Such preferential dividends shall not be cumulative.
Each RCPS-i B holder will cease to receive any preferential dividends from and including the date the RCPS-i
B is converted into new S P Setia Shares save for preferential dividends declared but unpaid up to the date of
conversion.
(ii) The rights as regards to the receipt of notices (including that of general meetings), reports and audited financial
statements, to attend meetings and to receive shareholders’ resolutions in writing, but shall not be entitled to vote or
approve any shareholders’ resolutions or vote at any general meeting of the Company, save and except in the respect
of any resolution made:
i. when the preferential dividends for RCPS-i B or any part thereof is in arrears and unpaid for more than six (6)
months;
iii. on a proposal for the disposal of substantially the whole of the Company’s property, business and undertaking;
vi. on any proposal that affects the rights and privileges attached to the RCPS-i B, including the amendments to
the Constitution of the Company.
In any of the aforesaid circumstances, each RCPS-i B holder shall be entitled to vote at all general meetings of the
members of its class, and on a poll at any such general meetings to one (1) vote for each RCPS-i B held.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 223
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group
2017 2016
RM’000 RM’000
Reserve arising on acquisition accounted for under common control 1,295,884 1,295,884
This represents the difference between the consideration payable on the acquisition of I & P Group in excess of the equity
of I & P Group arising as a result of the application of the pooling of interests method of accounting whereby assets,
liabilities and reserves of the entities are recorded at their pre-combination carrying amounts or existing carrying amounts
from the perspective of common control shareholder.
On 13 December 2013, the Company issued a total of RM609 million in nominal value of unrated subordinated Islamic
Perpetual Notes (“Sukuk Musharakah”) via private placement on a best effort basis without prospectus pursuant to
a Sukuk Musharakah Programme (“Perpetual bond”) of up to RM700 million in nominal value. The Perpetual bond
is established to raise funds as and when required to be utilised for Shariah-compliant purposes which include the
Company’s investments and working capital.
(i) The Perpetual bond is issued under the Islamic principle of Musharakah, while the principle of Commodity Musawamah
will be employed to effect the deferral of the periodic distributions, if any;
(ii) Perpetual in tenure, where the Company has a call option to redeem the Perpetual bond at the end of the 5th year and
on each periodic distribution date thereafter;
(iii) The Company also has the option to redeem the Perpetual bond if there is a change in accounting standards resulting
in the Perpetual bond no longer being classified as equity;
(iv) The expected periodic distribution up to year 5 is 5.95% per annum payable semi-annually. If the Company does not
exercise its option to redeem at the end of the 5th year, the periodic distribution increases by 1% per annum subject
to a maximum rate of 20%;
(v) Deferred periodic distribution, if any, will be cumulative but will not earn additional profits (i.e. there will be no
compounding);
(vi) Payment obligations on the Perpetual bond will at all times, rank ahead of other share capital instruments for the
time being outstanding, but junior to the claims of present and future creditor of the Company (other than obligations
ranking pari passu with the Perpetual bond); and
224 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The redeemable cumulative preference shares (“RCPS”) issued by subsidiaries of the Company (“the Subsidiaries”) are
redeemable at any time at the discretion of the Subsidiaries after 3rd to 5th anniversary but before the 6th to 8th anniversary
of the issue date, provided always that the redemption sum to be determined shall not be less than RM1.00 and any
amount of dividend payable on the redemption date (including the aggregate amount of any arrears or accruals of dividend,
whether or not declared, at the time of redemption).
The preference shares confer on their holders the following rights and privileges:
(i) The right to be paid, a cumulative preferential dividend of 4% to 7% per annum on the issue price, or at 500% per
annum gross based on its nominal value;
(ii) The right in a winding up or return of capital (other than on the redemption of the preference shares) to receive, in
priority to the holders of any other class of shares in the capital of the Subsidiaries, repayment in full of RM1.00 and
the payment of any cumulative preferential dividend calculated up to the date of commencement of the winding up
or return of capital, but no further right to share in surplus assets; and
(iii) The right to receive notice of and attend all general meetings of the Subsidiaries, and shall have the right on a poll
at any general meeting of the Subsidiaries to one vote for each preference share held:
(a) upon any resolution which varies or is deemed to vary the rights attached to the preference shares;
(b) upon any resolution for the reduction of capital of the Subsidiaries; and
but shall otherwise have no right to vote at general meetings of the Subsidiaries.
28. BORROWINGS
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Non-current
Secured:
Term loans 2,750,444 1,978,381 - -
Bridging loans 108,801 278,290 - -
Revolving credits 217,000 66,000 - -
Medium term note and Commercial paper 494,000 228,100 - -
Unsecured:
Term loans 1,293,847 1,097,767 1,293,847 1,097,767
Revolving credits 50,000 150,000 50,000 150,000
4,914,092 3,798,538 1,343,847 1,247,767
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 225
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Current
Secured:
Term loans 367,287 284,385 - -
Bridging loans 43,438 93,825 - -
Revolving credits 478,049 630,602 - -
Medium term note and Commercial paper 98,000 63,500 - -
Bank overdrafts 3,449 31,285 - -
Unsecured:
Term loans 206,000 358,000 206,000 358,000
Bridging loans - 134,102 - -
Revolving credits 749,710 361,000 748,710 360,000
Bank overdrafts 17,895 18,072 17,895 18,072
1,963,828 1,974,771 972,605 736,072
Total borrowings 6,877,920 5,773,309 2,316,452 1,983,839
The range of interest rates at the reporting date for borrowings are as follows:
Group Company
2017 2016 2017 2016
% % % %
Restated
Term loans 1.80 - 5.10 2.45 - 7.80 2.80 - 4.96 2.45 - 4.91
Bridging loans 4.22 - 5.15 4.22 - 4.52 - -
Revolving credits 4.20 - 5.08 4.25 - 5.16 4.29 - 5.08 4.27 - 5.16
Medium term note and Commercial paper 4.19 - 4.88 4.13 - 4.55 - -
Bank overdrafts 4.14 - 7.47 4.14 - 7.47 4.46 - 4.70 4.36 - 4.70
226 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
• various fixed and floating charges and deeds of assignment over various assets belonging to the Group including
properties of the Group as indicated in Notes 2, 3, 4, 15 and 16 above; and
• short-term deposit, sinking fund, debt service reserve, escrow and revenue accounts as indicated in Notes 20 and 21
above.
In 2012, a wholly owned subsidiary of the Group, Setia Ecohill Sdn Bhd (“Setia Ecohill”) issued Medium Term Notes
(MTN) and Commercial Paper (CP) with a total nominal value of RM505 million (the “Programmes”). The Programmes
comprise the issuance of two tranches, collectively known CP/MTN Programme:
(i) Tranche 1: MTN Issuance - Up to RM305 million to part finance the purchase of freehold land with tenure of up to
7 years from the date of the first issuance;
(ii) Tranche 2: CP Issuance - Up to RM200 million to finance the working capital requirement with tenure of up to
7 years from the date of the first issuance;
In 2016, the total nominal value of issued MTN and CP increased to RM580 million, with the issuance of tranche below:
(iii) Tranche 3: CP Issuance - Up to RM75 million to part-financing the infrastructure costs, earth works and development
costs in relation to clubhouse and Tenby school with a tenure of up to 7 years from the date of first issuance.
The interest payment is due every month with an interest rate between 4.19% to 4.88% (2016: 4.13% to 4.55%) per
annum, commencing from the issue date of the relevant tranches.
The MTN/CP is secured by a first party fixed charge over the freehold land of Setia Ecohill held under land held for
development and property development costs as disclosed in Note 4 and Note 15 and a corporate guarantee from the
Company.
As at 31 December 2017, the remaining nominal value of Tranche 2 CP and Tranche 3 CP are RM125 million and RM33
million respectively.
In the current financial year, a wholly owned subsidiary of the Group, Setia Fontaines Sdn Bhd (“Setia Fontaines”)
(formerly known as Setia Recreation Sdn Bhd) issued Islamic MTN (“Sukuk Murabahah”) of RM434 million pursuant to
a Sukuk Murabahah Programme of up to RM434 million in nominal value (“Sukuk Murabahah Programme”) to finance
the purchase of freehold land. The Sukuk Murabahah Programme has a tenure of up to 10 years from the date of the first
issuance.
The interest payment is due every month with the profit rate of 1.0% per annum plus the bank's cost of funds commencing
from the issuance date of the Sukuk Murabahah.
The Sukuk Murabahah Programme of Setia Fontaines is secured by a first legal charge created over a parcel of Setia
Fontaines’ freehold land under land held for development as disclosed in Note 4 and a corporate guarantee from the
Company.
As at 31 December 2017, Setia Fontaines has utilised the entire issuance of Sukuk Murabahah of RM434 million.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 227
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Group
2017 2016
RM’000 RM’000
Restated
The normal credit terms extended by sub-contractors and suppliers range from 15 to 90 days (2016: 15 to 90 days). The
retention sums are repayable upon the expiry of the defect liability period of 6 to 36 months (2016: 6 to 36 months).
Other trade payables are required to be settled within 14 to 60 days (2016: 14 to 60 days).
Group
2017 2016
RM’000 RM’000
Restated
228 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Non-current
Current
The unsecured advances are from minority shareholders of a subsidiary company. These advances are interest free and
payable on demand.
Included under other payables for the Group and the Company is an amount of RM310,411,793 (2016: RM Nil) which
represents the excess amounts received pursuant to the issuance of renounceable rights issue and RCPS-i B as disclosed
in Note 24. This amount was refunded to the unsuccessful applicants subsequent to year end.
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 229
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group
2017 2016
RM’000 RM’000
Restated
Current
At beginning of the year 888,925 889,989
Addition during the year 10,855 151,271
Reversal during the year (28,954) (133,426)
Utilised during the year (74,931) (18,909)
At end of the year 795,895 888,925
The provision for affordable housing represents the present obligation for construction of low cost houses.
The amounts owing to previous shareholders of I & P Group as at 31 December 2017 of RM3,540,500,000 is stated net
of real property gain tax paid on behalf of the previous shareholders in respect of the disposal of the I & P Group to the
Company.
This liability has crystallised upon completion of the acquisition of I & P Group on 1 December 2017. The corresponding
amount of RM3,650,000,000 as at 31 December 2016 is accounted for as such to facilitate the application of the pooling
of interests method of accounting as disclosed in Note 52.
33. REVENUE
Group
2017 2016
RM’000 RM’000
Restated
230 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group
2017 2016
RM’000 RM’000
Restated
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 231
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
232 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Directors’ remuneration
- Company’s Directors
- fees and other emoluments 6,485 6,912 2,108 2,071
- share-based payment under LTIP 3,778 945 - -
Other key management personnel
- other emoluments 13,558 11,846 - -
- share-based payment under LTIP 14,866 6,850 - -
Property, plant and equipment written off 511 52 - 17
Loss from fair value adjustment of financial assets/
liabilities 184 3,951 1,680 1,089
Loss on liquidation of subsidiary companies 2,309 - - -
Rental expense on:
- equipment 28,578 22,224 121 111
- premises 5,125 3,111 - -
Loss on foreign exchange
- realised 2,174 - 654 706
Directors’ remuneration does not include the estimated monetary value of benefits-in-kind as follows:
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Company’s Directors 33 18 7 18
Subsidiaries’ Directors 1,296 959 - -
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 233
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
38. TAXATION
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Domestic income tax is calculated at the Malaysian statutory tax rate of 24% (2016: 24%) of the estimated assessable
profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
234 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The provision for taxation differs from the amount of taxation determined by applying the applicable statutory tax rate on
the profit before tax as a result of the following differences:
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Accounting profit (excluding share of results in
joint ventures and associated companies) 991,223 1,335,198 846,008 682,869
The Company is on the single tier income tax system; accordingly the entire retained earnings of the Company is available
for distribution by way of dividend without incurring additional tax liability.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 235
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The basic earnings per share has been calculated by taking the Group’s profit for the year attributable to owners of the
Company adjusted for the effects of RCPS-i A preferential dividends paid for the year, divided by the weighted average
number of shares in issue as well as full year impact of rights issue of shares. The weighted average number of ordinary
shares in issue is calculated as follows:
Group
2017 2016
’000 ’000
Restated
236 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The diluted earnings per share has been calculated by taking the Group’s profit for the year attributable to owners of the
Company adjusted for the effects of RCPS-i A preferential dividends paid for the year, divided by the weighted average
number of ordinary shares that would have been in issue upon full exercise of the options under the LTIP, adjusted for
the number of such shares that would have been issued at fair value, conversion of RCPS-i A at the conversion ratio of 2
ordinary shares for 7 RCPS-i A from its date of issuance, as well as the full conversion of RCPS-i B at the conversion ratio
of 5 ordinary shares for 21 RCPS-i B, calculated as follows:
Group
2017 2016
’000 ’000
Restated
The comparative basic and diluted earnings per share of the Group have been restated as a result of the application of the
pooling of interests method of accounting due to the acquisition of the I & P Group as disclosed in Note 42(b).
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 237
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
40. DIVIDENDS
2017 2016
RM’000 RM’000
Restated
Subsequent to 31 December 2017, the Directors declared a single tier dividend of 11.5 sen per ordinary share amounting
to RM431,611,272 in respect of the financial year ended 31 December 2017.
2017 2016
RM’000 RM’000
Restated
Subsequent to 31 December 2017, the Directors declared a preferential dividend of 6.49% per annum amounting to
RM36,364,663 for financial period from 1 July 2017 to 31 December 2017.
238 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
During the financial year, the Group incorporated the following new subsidiary companies:
Purchase
Name of subsidiary companies consideration Effective interest Incorporation date
Setia (Bukit Timah) Pte. Ltd. SGD 100 100% 26 April 2017
Setia A’Beckett (Melbourne) Pty. Ltd. AUD 1 100% 22 June 2017
Setia Ventures Excellence Sdn Bhd RM1 100% 5 September 2017
The above subsidiary companies had not commenced operations since its incorporation. The incorporation of these
subsidiary companies had no significant impact on the Group’s financial position as at the end of the financial year.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 239
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
As disclosed in Note 52, the Company had on 1 December 2017 successfully acquired the entire equity interests in
I & P Group.
The acquisition was accounted for under the pooling of interests method whereby the results of the subsidiary
companies acquired are presented as if the combination has been effected throughout the current and previous
financial periods. The assets, liabilities and reserves of these entities at their pre-combination carrying amounts or
existing carrying amounts are accounted for from the perspective of the common shareholder.
The results, assets and liabilities of the subsidiary companies that have been accounted for under the pooling of
interests method are as shown in Note 52.
As a consequence of the restatement of comparatives following the application of the abovementioned pooling of
interests method, the computation of the basic and diluted earnings per share as disclosed in Note 39 have been
restated.
During the financial year, the Group liquidated the following entities:
Qinzhou Development (Hong Kong) Limited Associated company 45% 11 May 2017
S P Setia Estate Management Sdn Bhd Subsidiary company 60% 6 July 2017
Setia Capital (Vietnam) Limited Subsidiary company 100% 1 November 2017
Setia Land (Vietnam) Limited Subsidiary company 100% 1 November 2017
The Group recognises a net loss of RM2,309,000 arising from liquidation of these entities. These entities were
inactive and accordingly, no disclosures were made on the effects of liquidation as the financial impact is not
material to the financial position of the Group.
240 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
In addition to related party disclosures elsewhere in the financial statements, set out below are other related party
disclosures. The following significant related party transactions took place at terms agreed between the parties during the
financial year:
(a) Significant related party transactions during the financial year are as follows:
Transactions
with subsidiary
companies
Transactions with
related companies
Transactions with
associated
companies
Dividend received
and receivable 3,680 3,680 - - 1,225 - - -
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 241
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
(a) Significant related party transactions during the financial year are as follows (cont’d):
Management fee
received and
receivable 7,378 6,066 - - 1,319 1,040 - -
Management fee paid
and payable 240 240 - - 20 20 - -
Construction services
rendered 266,631 231,255 - - 99,511 175,452 - -
Interest received and
receivable 18,924 22,174 7,609 7,601 96,523 20,547 21,873 17,038
Rental received and
receivable 657 735 - - - 70 - -
Rental paid and
payable 30 - - - - - - -
Staff secondment
fee received and
receivable 460 350 122 - 71 32 18 -
Event service fee
paid and payable 10 122 - - - - - -
Advertisement fee
paid and payable - 138 - - - 2 - -
Group marketing
fee received and
receivable 283 10 - - 283 363 - -
Purchase of property 12,285 - - - - - - -
242 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
(a) Significant related party transactions during the financial year are as follows (cont’d):
Transactions with
Directors of the
Company and close
family members of
the Directors
Transactions
with Directors
of subsidiary
companies and
close family
members of the
Directors
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 243
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
(a) Significant related party transactions during the financial year are as follows (cont’d):
Transactions
with Directors
of subsidiary
companies and
close family
members of the
Directors (cont’d)
Clubhouse service
charges charged to:
- Close family
members of Datuk
Koe Peng Kang 14 12 - - - - - -
Transactions with
Director of joint
venture and close
family member of
the Director
Sale of property to:
- Ling Thou Lung
and close family
member - 1,275 - - - - - -
244 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
(a) Significant related party transactions during the financial year are as follows (cont’d):
Permodalan Nasional Berhad (“PNB”), a government-linked entity, and Amanahraya Trustees Berhad (as trustee for
Amanah Saham Bumiputera) (“ART-ASB”) are the substantial shareholders of the Company, with direct shareholding
of 24.74% and 22.85% respectively (2016: 27.98% and 27.84%). Amanah Saham Bumiputera is a unit trust fund
managed by PNB. PNB and entities directly controlled by PNB are collectively referred to as government-related
entities to the Group and the Company.
In the previous financial year, PNB and ART-ASB subscribed RCPS-i A of 575,157,532 and 174,183,500
respectively issued by the Company (see Note 24). On 29 December 2017, PNB and ART-ASB subscribed rights
issues of ordinary shares of 113,057,807 and 104,022,882 respectively as well as RCPS-i B of 339,173,422 and
407,156,800 respectively issued by the Company (see Note 23 and Note 24). Thereafter, the shareholdings of PNB
and ART-ASB in the Company increased to 28.04% and 25.89% respectively as at 31 December 2017.
On 1 December 2017, the Company completed the acquisition of the entire equity interests in I & P Group from
PNB, ART-ASB and Dato’ Mohd. Nizam bin Zainordin for a consideration of RM3.65 billion. The details are disclosed
in Note 52.
Pursuant to the agreements entered into between S P Setia and PNB, ART-ASB and Dato’ Mohd. Nizam bin Zainordin as
disclosed in Note 51, post-completion of the acquisition of I & P Group, the debts owing by the I & P Group to PNB and
the government-related entities were settled by way of set-off against the sales consideration of two properties collectively
amounting to RM122,500,000 which were disposed off by two subsidiary companies of I & P Group to PNB.
The transactions entered into with these government-linked corporations have been established on terms and
conditions that are not materially different from those obtainable in transactions with unrelated parties.
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Directors
Fees, salary, bonuses and other emoluments 5,996 6,402 2,108 2,071
Estimated monetary value of benefits-in-kind 33 18 7 18
Share-based payment under the LTIP 3,778 945 - -
Total short-term employee benefits 9,807 7,365 2,115 2,089
Post-employment benefits
- EPF and SOCSO 489 510 - -
10,296 7,875 2,115 2,089
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 245
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Shares and share options granted to Directors and other key management personnel
1,540,000 ESGP and 71,901,526^ ESOS were granted to the Company’s Executive Directors and other key
management personnel during the financial year (2016: 770,000 ESGP and 7,920,000 ESOS).
Note:
^ Pursuant to the LTIP By-Laws of the Company, the ESOS options were adjusted for the rights issue of up
to 451,916,434 ordinary shares in the Company and rights issue of up to 1,355,749,304 RCPS-i B in the
Company which was allotted on 29 December 2017 and listed on 4 January 2018.
44. COMMITMENTS
The Group leases premises from various parties under operating leases. These leases are non-cancellable and are with
remaining lease period ranging from 1 to 2 years (2016: 1 to 3 years), with the option to renew upon expiry. None of
the leases includes contingent rentals. There are no restrictions placed upon the Group by entering into these leases.
Future minimum rentals payable under non-cancellable operating leases at the reporting date are as follows:
Group
2017 2016
RM’000 RM’000
246 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The Group leases out its investment properties to third parties under non-cancellable operating leases. These leases
are with remaining lease period of 1 to 29 years (2016: 1 to 30 years) with the option to renew upon expiry. Certain
of the leases include contingent rental arrangements computed based on sales achieved by tenants.
Future minimum rentals receivable under non-cancellable operating leases at the reporting date are as follows:
Group
2017 2016
RM’000 RM’000
Restated
Group
2017 2016
RM’000 RM’000
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 247
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Company
2017 2016
RM’000 RM’000
As at reporting date, no values are ascribed on these guarantees and letter of undertaking provided by the Group and
the Company to secure banking facilities described above as the Directors regard the value of the credit enhancement
provided by these guarantees as minimal and the probability of default, based on historical track records of the
parties receiving the guarantees are remote.
(b) Others
On 16 November 2017, the Inland Revenue Board of Malaysia (“MIRB”) had served Bandar Setia Alam Sdn Bhd
(“BSA”), a wholly-owned subsidiary of S P Setia Berhad, with additional tax assessments for the years of assessment
(“YAs”) 2008, 2009, 2010, 2011 and 2013 for additional income taxes of RM51,985,822 and a penalty of
RM23,393,620.
The abovementioned additional income tax and penalty were imposed by the MIRB as the MIRB has taken the
view that the gains from the disposal of land and properties held under Investment Properties under BSA in the
abovementioned YAs are chargeable to income tax under the Income Tax Act 1967 (“ITA”) instead of the Real
Property Gains Tax Act 1976 (“RPGTA”).
Upon consulting its tax solicitors, BSA is of the view that there are reasonable grounds to challenge the basis and
validity of the disputed Notices of Additional Assessment (“Disputed Notices”) raised by the MIRB and the penalty
imposed as BSA takes the view that the sales of the Investment Properties are capital transactions which fall under
the purview of RPGTA.
BSA has filed notices of appeal to the Special Commissioners of Income Tax (“SCIT”) by way of Forms Q to appeal
against the Disputed Notices for the aforesaid YAs pursuant to the provisions of the ITA to preserve its right of appeal.
BSA also filed an application for leave to apply for judicial review against the Disputed Notices which included a
prayer for a stay of proceedings to be given at the ex parte stage against the Disputed Notices. An ex parte interim
order for stay of proceedings (“Interim Stay”) was granted by the Shah Alam High Court (“High Court”) on 14
December 2017, which is in effect until 10 May 2018. After several postponements of the hearing, the High Court
has granted leave to BSA to proceed with the judicial review application.
Based on the legal advice obtained from the tax solicitors, there are meritorious grounds and case law to support BSA’s
appeal against the Disputed Notices. On this note, the Directors of the Group are of the opinion that no provision in
respect of the tax liability in dispute is required to be made in the financial statements up to the reporting date.
248 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
2017
RM’000
Foreign
exchange At
At 1 January Cash flows movement Others 31 December
Group
Long term and short term
borrowings excluding bank
overdrafts 5,723,952 1,154,493 (21,869) - 6,856,576
Unsecured advances 18,094 (1,610) - 1,051 17,535
Redeemable cumulative
preference shares 53,513 (1,272) - 2,426 54,667
Total liabilities from financing
activities 5,795,559 1,151,611 (21,869) 3,477 6,928,778
Company
Long term and short term
borrowings excluding bank
overdrafts 1,965,767 339,006 (6,216) - 2,298,557
Total liabilities from financing
activities 1,965,767 339,006 (6,216) - 2,298,557
The Group’s and the Company’s activities are exposed to a variety of financial risks, including interest rate risk, credit
risk, foreign currency exchange risk, liquidity and cash flow risks. The Group’s and the Company’s overall financial risk
management objective is to minimise potential adverse effects on the financial performance of the Group and the Company.
Financial risk management is carried out through risk review, internal control systems and adherence to the Group’s and
the Company’s financial risk management policies. The Board regularly reviews these risks and approves the policies
covering the management of these risks. The Group and the Company do not trade in derivative instruments.
The Group and the Company are exposed to interest rate risk which is the risk that a financial instrument’s value will
fluctuate as a result of changes in market interest rates.
Surplus funds are placed with licensed financial institutions to earn interest income based on prevailing market rates.
The Group and the Company manage its interest rate risks by placing such funds on short tenures of 12 months or
less.
The Group’s and the Company’s policy is to borrow principally on a floating rate basis. The Group and the Company
do not generally hedge interest rate risks. The Group and the Company have a policy to ensure that interest rates
obtained are competitive.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 249
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The weighted average interest rate for bank borrowings of the Group and the Company are as follows:
Group Company
2017 2016 2017 2016
% % % %
A sensitivity analysis has been performed based on the outstanding floating rate bank borrowings of the Group
and the Company as at 31 December 2017. If interest rates were to increase or decrease by 50 basis points with
all other variables held constant, the Group’s and the Company’s profit before tax would decrease or increase by
RM15,717,000 and RM11,493,000 (2016: RM14,194,000 and RM9,829,000) respectively.
For those interest expense incurred and capitalised as part of the expenditure on investment property under
construction, land held for property development and property development costs during the financial year, if the
interest rates were to increase or decrease by 50 basis points with all other variables held constant, those assets of
the Group would increase or decrease by RM18,566,000 (2016: RM14,426,000).
Credit risk arises from the possibility that a counter party may be unable to meet the terms of a contract in which the
Group has a gain position.
The Group and the Company minimise and monitor its credit risk by dealing with credit worthy counter-parties and
applying credit approval controls for material contracts. If necessary, the Group may obtain collaterals from counter-
parties as a means of mitigating losses in the event of default.
In respect of trade receivables arising from the sale of development properties, the Group mitigates its credit risk by
maintaining its name as the registered owner of the development properties until full settlement by the purchaser
of the self-financed portion of the purchase consideration or upon undertaking of end-financing by the purchaser’s
end-financier.
At the reporting date, the Group did not have any significant concentration of credit risk that may arise from exposure
to a single debtor or to group of debtors.
The ageing analysis of receivables which are trade in nature is disclosed in Note 18. Short-term deposits with banks
and other financial institutions that are neither past due nor impaired are placed with or entered into with reputable
financial institutions with high credit ratings and no history of default.
250 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The Group is exposed to currency translation risk arising from its net investments in foreign operations, mainly United
Kingdom, Australia, Singapore and China.
2017 2016
The following table demonstrates the sensitivity of the Group’s equity to a reasonably possible change in the exchange
rates, with all other variables held constant.
Group
2017 2016
RM’000 RM’000
Liquidity and cash flow risks are the risks that the Group and the Company will not be able to meet its financial
obligations when they fall due. The Group’s and the Company’s exposure to liquidity risk arises principally from its
various payables and borrowings.
The Group and the Company seek to ensure all business units maintain optimum levels of liquidity at all times,
sufficient for their operating, investing and financing activities.
Therefore, the policy seeks to ensure that each business unit, through efficient working capital management (i.e.
inventory, accounts receivable and accounts payable management), must be able to convert its current assets into
cash to meet all demands for payment as and when they fall due.
Owing to the nature of its businesses, the Group and the Company always maintain sufficient credit lines available to meet
their liquidity requirements while ensuring an effective working capital management within the Group and the Company.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 251
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities at the reporting
date based on contractual undiscounted repayment obligations.
2017
RM’000
On demand
or within One to five Over five
one year years years Total
Group
Financial liabilities:
Trade payables 1,561,405 - - 1,561,405
Other payables and accruals 749,704 40,000 - 789,704
Amounts owing to previous shareholders
of I & P Group 3,540,500 - - 3,540,500
Amounts owing to related companies 455 - - 455
Long term borrowings 72,538 4,219,751 1,369,316 5,661,605
Short term borrowings 2,170,998 - - 2,170,998
Redeemable cumulative preference shares 4,188 57,000 - 61,188
Total undiscounted financial liabilities 8,099,788 4,316,751 1,369,316 13,785,855
Company
Financial liabilities:
Amounts owing to subsidiary companies 82,726 - - 82,726
Other payables and accruals 336,991 - - 336,991
Amounts owing to previous shareholders
of I & P Group 3,540,500 - - 3,540,500
Long term borrowings - 1,011,535 437,589 1,449,124
Short term borrowings 1,065,353 - - 1,065,353
Total undiscounted financial liabilities 5,025,570 1,011,535 437,589 6,474,694
252 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
2016
RM’000
Restated
On demand
or within One to five Over five
one year years years Total
Group
Financial liabilities:
Trade payables 1,635,257 - - 1,635,257
Other payables and accruals 606,312 40,000 - 646,312
Amounts owing to previous shareholders
of I & P Group 3,650,000 - - 3,650,000
Amounts owing to related companies 110,884 - - 110,884
Long term borrowings 101,749 3,036,162 1,234,042 4,371,953
Short term borrowings 2,101,691 - - 2,101,691
Redeemable cumulative preference shares 2,141 54,809 - 56,950
Total undiscounted financial liabilities 8,208,034 3,130,971 1,234,042 12,573,047
Company
Financial liabilities:
Amounts owing to subsidiary companies 98,583 - - 98,583
Other payables and accruals 11,428 - - 11,428
Long term borrowings 19,828 551,745 794,063 1,365,636
Short term borrowings 786,996 - - 786,996
Total undiscounted financial liabilities 916,835 551,745 794,063 2,262,643
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 253
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
All of the Group’s and the Company’s financial assets are categorised as loans and receivables except for certain
investments as disclosed in Note 9 which is categorised as instruments at fair value through profit or loss and all of
the Group’s and the Company’s financial liabilities are categorised as financial liabilities measured at amortised cost.
The fair value of a financial instrument is the amount at which the instrument could be exchanged or settled between
knowledgeable and willing parties in an arm’s length transaction, other than in forced or liquidation sale.
The table below analyses financial instruments carried at fair value. The fair value hierarchy has the following levels:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3: Inputs for the asset or liability that is not based on observable market data (unobservable inputs).
The carrying amounts and fair values of the long term financial assets and liabilities of the Group and of the Company
at the reporting date are as follows:
Group Company
Carrying Carrying
amount Fair value Fair value amount Fair value
RM’000 RM’000 RM’000 RM’000 RM’000
2017 Level 1 Level 2 Level 2
Financial assets:
Non-current quoted shares
in Malaysia 37 37 - - -
Amounts owing by subsidiary
companies - - - 2,640,019 #
Financial liabilities:
Redeemable cumulative
preference shares 54,667 - 50,618 - -
Floating rate long term
borrowings 4,964,092 - * 1,343,847 *
254 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group Company
Carrying Carrying
amount Fair value Fair value amount Fair value
RM’000 RM’000 RM’000 RM’000 RM’000
2016 Level 1 Level 2 Level 2
Financial assets:
Non-current quoted shares
in Malaysia 135 135 - - -
Amounts owing by subsidiary
companies - - - 1,790,889 #
Financial liabilities:
Redeemable cumulative
preference shares 53,513 - 46,537 - -
Floating rate long term
borrowings 3,798,538 - * 1,247,767 *
* The carrying amounts are reasonable approximation of fair values because they are floating rate instruments
which are repriced to market interest rates at regular intervals.
# The carrying amounts are reasonable approximation of fair value.
The carrying amounts of all other financial assets and liabilities of the Group and of the Company at the reporting
date approximated or were at their fair values. The fair values of the financial assets and financial liabilities above
are determined using discounted cash flow method. The most significant input being the discount rate that reflects
the credit risk of the counterparties.
The primary objectives of the Group’s and the Company’s capital management are to ensure that it maintains a strong
capital base and healthy capital ratios in order to support its existing business operations and enable future development
of the businesses as well as maximise shareholders’ value.
The capital structure of the Group and the Company consists of equity attributable to the shareholders of the Company
(i.e. share capital, RCPS-i A, RCPS-i B, reserves and retained earnings), Perpetual bond and total debts, which include
borrowings.
Management reviews and manages the capital structure regularly and makes adjustments to address changes in the
economic environment and risk characteristics inherent in its business operations. These initiatives may include equity
capital raising exercises and adjustments to the amount of dividends distributed to shareholders. No changes were made
in the objectives, policies and processes during the financial year ended 31 December 2017 and 31 December 2016.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 255
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000
Restated
Debt:
Long term borrowings 4,914,092 3,798,538 1,343,847 1,247,767
Redeemable cumulative preference shares 54,667 53,513 - -
Short term borrowings 1,963,828 1,974,771 972,605 736,072
6,932,587 5,826,822 2,316,452 1,983,839
The operations of the Group are primarily organised in Malaysia into three main segments:
Transactions between segments were entered into in the normal course of business and were established on terms and
conditions that are not materially different from that obtainable in transactions with unrelated parties. The effects of such
inter-segmental transactions are eliminated on consolidation.
The operations of the Group are primarily carried out in Malaysia. Group income taxes are presented on a group basis and
are not allocated to operating segments.
256 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Property
Development Construction Others Eliminations Consolidated
2017 RM’000 RM’000 RM’000 RM’000 RM’000
REVENUE
External sales 4,113,627 206,589 199,896 - 4,520,112
Inter-segment sales 282,564 494,942 35,641 (813,147) -
Total revenue 4,396,191 701,531 235,537 (813,147) 4,520,112
RESULTS
Gross profit 1,486,991 (2,105) 28,767 - 1,513,653
Other income 256,596 10,541 20,787 - 287,924
Operating expenses (625,349) (16,829) (30,816) - (672,994)
Share of results of joint
ventures 254,064 - 3,701 - 257,765
Share of results of
associated companies 22,429 - - - 22,429
Finance costs (128,036) (14) (9,310) - (137,360)
Profit before tax 1,266,695 (8,407) 13,129 - 1,271,417
Taxation (285,770)
Profit from continuing
operations 985,647
Profit from discontinued
operations 83,385
Profit for the year 1,069,032
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 257
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Property
2016 Development Construction Others Eliminations Consolidated
Restated RM’000 RM’000 RM’000 RM’000 RM’000
REVENUE
External sales 5,230,462 305,997 174,912 - 5,711,371
Inter-segment sales 345,843 356,026 25,342 (727,211) -
Total revenue 5,576,305 662,023 200,254 (727,211) 5,711,371
RESULTS
Gross profit 1,719,971 12,440 26,542 - 1,758,953
Other income 314,517 8,960 17,640 - 341,117
Operating expenses (596,615) (14,829) (28,079) - (639,523)
Share of results of joint
ventures 68,625 - 90 - 68,715
Share of results of associated
companies 20,820 - - - 20,820
Finance costs (113,997) (627) (10,725) - (125,349)
Profit before tax 1,413,321 5,944 5,468 - 1,424,733
Taxation (365,316)
Profit from continuing
operations 1,059,417
Profit from discontinued
operations 7,845
Profit for the year 1,067,262
258 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Property
Development Construction Others Consolidated
RM’000 RM’000 RM’000 RM’000
2017
2016
Restated
* Non-current assets comprise property, plant and equipment, investment properties, intangible asset and land
held for property development.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 259
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
Revenue and non-current assets other than financial instruments and deferred tax assets, by location of the Group’s
operations are analysed as follows:
There is no significant concentration of revenue from any major customers as the Group sells its development
properties to individual end purchasers.
(i) On 14 April 2017, S P Setia, vide its wholly-owned subsidiary, KL East Sdn Bhd (“KL East”), entered into the
following agreements with Seriemas Development Sdn Bhd (“Seriemas”):
(a) a conditional sale and purchase agreement (“Bangi SPA”) to acquire a piece of freehold land measuring
approximately 342.5 acres (or 14,919,300 square feet) located in Bangi, Selangor (“Bangi Land”) for a cash
consideration of RM447.5 million (“Bangi Purchase Consideration”) or RM30.00 per square foot (“psf”) of the
Bangi Land (“Proposed Bangi Acquisition”); and
(b) a conditional profit sharing agreement (“PSA”) in relation to the profit sharing of 20% of the audited profit
before tax from the development on the Bangi Land consisting of sale of units and/or land parcels, subject to a
maximum RM44.8 million calculated at the rate of RM3.00 psf of the Bangi Land with Seriemas (“Proposed
Profit Share”).
(both the Proposed Bangi Acquisition and the Proposed Profit Share are collectively referred to as the “Bangi
Proposal”).
260 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
(i) On 14 April 2017, S P Setia, vide its wholly-owned subsidiary, KL East Sdn Bhd (“KL East”), entered into the
following agreements with Seriemas Development Sdn Bhd (“Seriemas”) (cont’d):
(a) KL East having carried out the due diligence studies on Bangi Land (which has been completed);
(b) Seriemas having submitted and obtained the development order and layout approval (which the application for
the development order and layout approval has been submitted and pending approval);
(c) approval being obtained vide its letter dated 8 August 2017 from the Estate Land Board of Selangor;
(d) approval being obtained vide its letter dated 25 September 2017 from the Economic Planning Unit of the
Prime Minister’s Department of Malaysia; and
(e) approval being obtained vide an EGM held on 16 November 2017 from the shareholders of S P Setia.
A payment of RM44.8 million, being 10% of the Bangi Purchase Consideration has been paid thus far. On 12
January 2018, KL East and Seriemas have mutually agreed to extend the period to fulfil the conditions precedent for
a further period of 6 months to 13 July 2018.
(ii) On 14 April 2017, S P Setia entered into a non-binding Memorandum of Intent (“MOI”) with PNB and ART-ASB
to commence negotiations on a proposed acquisition by S P Setia of the entire equity interests in I & P Group
(“I & P Acquisition”).
Further to the MOI, S P Setia had on 22 June 2017 entered into a conditional share purchase agreement with PNB,
ART-ASB and Dato’ Mohd. Nizam bin Zainordin (“Dato’ Nizam”) (collectively, “I & P Vendors”) for the Proposed
I & P Acquisition (“SPA”) for a cash consideration of RM3.65 billion (“I & P Purchase Consideration”).
On 16 October 2017, S P Setia entered into a supplemental agreement with the I & P Vendors to amend and vary
certain terms of the SPA (“Supplemental SPA”) (“Variations”) and resolved to waive the condition precedent under
the SPA in relation to the listing of the Rights Shares (as defined below) and RCPS-i B (as defined below) on the Main
Market of Bursa Malaysia Securities Berhad (“Listing Condition”) (“Waiver”).
In conjunction with the I & P Acquisition, S P Setia had also undertaken the following:
(a) a renounceable rights issue of 403,260,475 new ordinary shares in S P Setia (“S P Setia Shares”) (“Rights
Shares”) to raise gross proceeds of approximately RM1,069 million (“Proposed Rights Issue of Shares”). The
Rights Shares were listed on 4 January 2018;
(b) a renounceable rights issue of 1,209,781,427 new class B Islamic redeemable convertible preference shares
in S P Setia (“RCPS-i B”) to raise gross proceeds of approximately RM1,065 million (“Proposed Rights Issue
of RCPS-i B”). The RCPS-i B were listed on 4 January 2018;
(c) a placement of 325,000,000 new S P Setia Shares (“Placement Shares”) to identified local and foreign
institutional investors via a book-building exercise to raise gross proceeds of approximately RM998 million. The
Placement Shares were listed on 9 February 2018; and
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 261
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
In conjunction with the I & P Acquisition, S P Setia had also undertaken the following (cont’d):
(d) amendments to the Constitution of S P Setia which was completed on 16 November 2017.
The approvals for the I & P Proposal have been obtained as follows:
(b) Economic Planning Unit of the Prime Minister’s Department of Malaysia (vide its letter dated 27 October
2017);
(c) Shariah Advisory Council of the Securities Commission, on the structure of the RCPS-i B (vide its letter dated
24 July 2017);
(e) Bank Negara Malaysia for the issuance of the RCPS-i B to non-resident shareholders of the Company (vide its
letter dated 8 September 2017); and
(f) Bursa Malaysia Securities Berhad (“Bursa Securities”) for the admission of the RCPS-i B to the Official List of
Bursa, and listing of and quotation for the Rights Shares and RCPS-i B pursuant to the Rights Issue of Shares
and Rights Issue of RCPS-i B, new ordinary shares to be issued pursuant to the conversion of the RCPS-i B and
Placement Shares on the Main Market of Bursa Securities (vide its letter dated 23 October 2017).
The I & P Purchase Consideration has been satisfied on 4 January 2018 and is made up of the following:
Source RM’million
The balance of the proceeds raised from the rights issue of Rights Shares and RCPS-i B and funds raised from the
placement exercise are to be utilised for new and on-going property development projects of the enlarged group and
working capital purposes.
262 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
The following comparatives of the Group for financial year ended 31 December 2016 have been adjusted as a result of
applying the pooling of interests method in accounting for the combination arising from the acquisition of I & P Group as
described in Note 1(a) and Note 42(b):
As
previously
stated Adjustments As restated
RM’000 RM’000 RM’000
Non-current assets
Property, plant and equipment 271,508 103,450 374,958
Investment properties 1,015,951 97,270 1,113,221
Land held for property development 5,579,638 3,094,709 8,674,347
Intangible asset 11,633 - 11,633
Investments in associated companies 121,873 275,962 397,835
Investments in joint ventures 1,677,723 - 1,677,723
Other investments - 231 231
Deferred tax assets 165,485 13,458 178,943
8,843,811 3,585,080 12,428,891
Current assets
Property development costs 2,105,675 363,943 2,469,618
Inventories 877,905 418,118 1,296,023
Accrued billings 1,007,928 48,488 1,056,416
Other receivables, deposits and prepayments 227,120 111,315 338,435
Trade receivables 690,278 202,044 892,322
Gross amount due from customers 3,825 - 3,825
Amounts owing by joint ventures 633,669 - 633,669
Amounts owing by associated companies 138 - 138
Amounts owing by related companies - 5,320 5,320
Other investments - 30,000 30,000
Current tax assets 129,464 23,716 153,180
Short-term deposits 2,704,840 299,511 3,004,351
Cash and bank balances 1,465,287 210,882 1,676,169
9,846,129 1,713,337 11,559,466
Assets of disposal group classified as held for sale - 19,000 19,000
9,846,129 1,732,337 11,578,466
Total assets 18,689,940 5,317,417 24,007,357
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 263
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
As
previously
stated Adjustments As restated
RM’000 RM’000 RM’000
Equity
Share capital 2,140,140 - 2,140,140
Share capital - RCPS-i A 11,276 - 11,276
Share premium 2,945,523 - 2,945,523
Share premium - RCPS-i A 1,115,632 - 1,115,632
Share based payment reserve 65,316 - 65,316
Reserve on acquisition arising from common control - (1,295,884) (1,295,884)
Exchange translation reserve 204,486 - 204,486
Retained earnings 2,718,191 1,127,160 3,845,351
Equity attributable to owners of the Company 9,200,564 (168,724) 9,031,840
Perpetual bond 610,787 - 610,787
Non-controlling interests 431,730 774,351 1,206,081
Total equity 10,243,081 605,627 10,848,708
Non-current liabilities
Redeemable cumulative preference shares 53,513 - 53,513
Other payables and accruals 40,000 - 40,000
Long term borrowings 3,798,538 - 3,798,538
Deferred tax liabilities 13,114 201,325 214,439
3,905,165 201,325 4,106,490
Current liabilities
Gross amount due to customers 5,707 - 5,707
Trade payables 1,363,670 271,587 1,635,257
Other payables and accruals 516,509 89,803 606,312
Progress billings 65,594 - 65,594
Provision for affordable housing 504,258 384,667 888,925
Short term borrowings 1,973,771 1,000 1,974,771
Current tax liabilities 112,185 2,524 114,709
Amounts owing to previous shareholders of I & P Group - 3,650,000 3,650,000
Amounts owing to related companies - 110,884 110,884
4,541,694 4,510,465 9,052,159
Total liabilities 8,446,859 4,711,790 13,158,649
Total equity and liabilities 18,689,940 5,317,417 24,007,357
264 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
As
previously
stated Adjustments As restated
RM’000 RM’000 RM’000
Continuing operations
Revenue 4,957,165 754,206 5,711,371
Cost of sales (3,515,750) (436,668) (3,952,418)
Gross profit 1,441,415 317,538 1,758,953
Other income 257,359 83,758 341,117
Selling and marketing expenses (172,151) (48,947) (221,098)
Administrative and general expenses (295,258) (123,167) (418,425)
Share of results of joint ventures 68,715 - 68,715
Share of results of associated companies 4,877 15,943 20,820
Finance costs (120,288) (5,061) (125,349)
Profit before tax 1,184,669 240,064 1,424,733
Taxation (285,390) (79,926) (365,316)
Profit from continuing operations, net of tax 899,279 160,138 1,059,417
Discontinued operations
Profit from discontinued operations, net of tax - 7,845 7,845
Profit for the year 899,279 167,983 1,067,262
Other comprehensive income, net of tax:
Exchange differences on translation of foreign operations (136,950) - (136,950)
Total comprehensive income for the year 762,329 167,983 930,312
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 265
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
As
previously
stated Adjustments As restated
RM’000 RM’000 RM’000
These financial statements were authorised for issue on 27 February 2018 by the Board of Directors.
266 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
STATEMENT BY DIRECTORS
Pursuant to Section 251(2) of the Companies Act, 2016
In the opinion of the Directors, the financial statements set out on pages 135 to 266 have been drawn up:
(a) so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2017 and
financial performance and the cash flows of the Group and of the Company for the financial year ended 31 December
2017; and
(b) in accordance with Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia.
TAN SRI DATO’ SERI DR. WAN MOHD ZAHID BIN MOHD NOORDIN DATO’ KHOR CHAP JEN
Chairman Director
STATUTORY DECLARATION
Pursuant to Section 251(1) of the Companies Act, 2016
I, Choy Kah Yew, being the officer primarily responsible for the financial management of S P Setia Berhad, do solemnly and
sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages 135 to 266 is correct,
and make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory
Declarations Act, 1960.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 267
INDEPENDENT AUDITORS’ REPORT
To the Members of S P Setia Berhad (Incorporated in Malaysia)
Opinion
We have audited the financial statements of S P Setia Berhad, which comprise the statements of financial position as at
31 December 2017 of the Group and of the Company, and statements of profit or loss and other comprehensive income,
statements of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and
notes to the financial statements, including a summary of significant accounting policies, as set out on pages 135 to 266.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of
the Company as at 31 December 2017, and of their financial performance and their cash flows for the year then ended in
accordance with Financial Reporting Standards (“FRS”) and the requirements of the Companies Act 2016 in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing.
Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
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 IESBA Code.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the Group and of the Company for the current year. We have determined that there are no key audit matters to
communicate in our report on the financial statements of the Company. The key audit matters for the audit of the financial
statements of the Group are described below. These matters were addressed in the context of our audit of the financial statements
of the Group as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For
each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditors’ responsibilities for the audit of the financial statements section
of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures,
including the procedures performed to address the matters below, provide the basis of our audit opinion on the accompanying
financial statements.
The Company had on 1 December 2017 successfully completed the acquisition of the entire equity interests in
I & P Group Sdn. Berhad (“I & P Group”) from Permodalan Nasional Berhad (“PNB”), Amanahraya Trustees Berhad (as
trustee for Amanah Saham Bumiputera (“ART-ASB”)) and Dato’ Mohd. Nizam bin Zainordin for a total consideration of
RM3,650,000,000. An enlarged group (“the Group”) was formed with the successful acquisition of I & P Group.
268 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
INDEPENDENT AUDITORS’ REPORT
To the Members of S P Setia Berhad (Incorporated in Malaysia)
The Group has applied the principles of the pooling of interests method in accounting for the acquisition of the I & P Group
and its subsidiaries which are entities under common control.
We identified the pooling of interests method as a key audit matter as this represents a material acquisition and involves
accounting for the assets, liabilities and reserves of these entities at their pre-combination carrying amounts or existing
carrying amounts from the perspective of the common shareholder. The results of these entities are accounted for as if the
combination had been effected throughout the current and previous financial periods.
- Review that the pooling of interest method of accounting for this acquisition has been appropriately applied.
- Review that the accounting policies of the acquiree has been appropriately harmonised.
The details of the above acquisition are disclosed in Notes 1(a), 42(b), 51 and 52 respectively to the financial statements.
(b) Revenue and cost of sales from property development activities recognised on percentage of completion method
For the financial year ended 31 December 2017, revenue of RM4,113,627,000 and cost of sales of RM2,626,636,000
from property development activities account for approximately 91.0% and 87.4% of the total Group’s revenue and cost
of sales respectively. Where the Group uses percentage of completion method to recognise revenue and profit from its
property development activities, the amount of revenue and profit recognised are dependent on, amongst others, the extent
of costs incurred to the total estimated costs of construction to derive the percentage of completion, the actual number of
units sold and the estimated total revenue for each of the respective projects.
We identified revenue and cost of sales recognised on percentage of completion method from property development
activities as matters requiring audit focus as these areas involved significant management’s judgement and estimates in
estimating the total property development costs (which is used to determine the percentage of completion and gross profit
margin of property development activities undertaken by the Group).
In assessing the appropriateness of the extent of costs incurred, total estimated costs of construction and total estimated
revenue collectively, we have:
- Obtained an understanding of the process in deriving the stage of completion which includes verifying the certified
work done such as examining the progress claims from contractors, architect certification and performing site visits.
- We have also observed the progress of the property development phases by performing site visits based on a sampling basis.
- Evaluated the assumptions applied in estimating the property development costs for property development phase on
a sampling basis by examining documentary evidence such as letter of award issued to contractors to support the
budgeted costs.
- Verified the gross development value against the signed sales and purchase agreements and estimated selling price
of the unsold development to the latest transacted selling price.
- Considered the expected handover date of ongoing development projects on a sampling basis to determine the
adequacy of provision for liquidated ascertained damages, if any.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 269
INDEPENDENT AUDITORS’ REPORT
To the Members of S P Setia Berhad (Incorporated in Malaysia)
(b) Revenue and cost of sales from property development activities recognised on percentage of completion method (cont’d)
- Checked the mathematical accuracy of the revenue and profit based on the percentage of completion calculations
and considered the implications of identified errors and changes in estimates.
The Group’s accounting policies and disclosures on property development activities based on percentage of completion
method are disclosed in Notes 1(b)(ii), 1(s)(i), 15, 33 and 34 respectively to the financial statements.
The Group capitalise borrowing costs during the period in which development activities are being undertaken or there
is ongoing development activities which benefits an entire township. For the financial year ended 31 December 2017,
borrowing costs of RM32,459,000, RM75,809,000 and RM26,054,000 were capitalised to property development costs,
land held for property development and investment properties under construction respectively.
We identified capitalisation of borrowing costs as an area requiring audit focus as it involves significant management
judgement in determining whether the development activities meet the criteria of an active development. In addition, there
is also significant management estimates in determining the apportionment of borrowing cost eligible for capitalisation.
Our procedures in relation to management assessment of the capitalisation of borrowing costs include:
- Reading loan agreements to obtain understanding of the purpose of the loan, as only the borrowing costs that arose
from loans that are drawn down for development purposes can be capitalised.
- Checking the calculation of borrowing costs capitalised by verifying the inputs of the calculation such as basis of
allocation, interest rates and principal amounts.
The Group’s accounting policies and disclosures on capitalisation of borrowing costs are disclosed in Notes 1(v), 3, 4 and
15 respectively to the financial statements.
As at 31 December 2017, the carrying amount of completed properties stood at RM1,695,776,000 which represents
13.7% of the Group’s total current assets. Completed properties are classified as inventories and are carried at the lower
of cost or net realisable value. Management’s annual assessment of realisable value of completed properties is significant
to our audit because it is based on assumptions that are affected by expected future market and economic conditions.
Our procedures in relation to management assessment of the net realisable value of completed properties include:
- Comparing the recent transacted prices of comparable completed properties, after taking into consideration of the
discount given. We focused our evaluation on those completed properties that are slow moving.
- Physical sighting of completed properties on a sampling basis and assessed the related cost of maintenance to assess
any potential write down due to physical obsolescence.
The Group’s accounting policies and disclosures on completed properties are disclosed in Notes 1(b)(ii), 1(m) and 16
respectively to the financial statements.
270 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
INDEPENDENT AUDITORS’ REPORT
To the Members of S P Setia Berhad (Incorporated in Malaysia)
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, but does
not include the financial statements of the Group and of the Company and our auditors’ report thereon, which we obtained prior to the
date of this auditors’ report and the annual report, which is expected to be made available to us after the date of this auditors’ report.
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 identified above when it becomes available 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 on the other information that we obtained prior to the date of this auditors’ report, 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.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter
to the directors of the Company and take appropriate action.
The directors of the Company are responsible for the preparation of financial statements of the Group and of the Company that give
a true and fair view in accordance with 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 to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards on auditing
in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
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 skepticism throughout the audit. We also:
- 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.
- 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.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 271
INDEPENDENT AUDITORS’ REPORT
To the Members of S P Setia Berhad (Incorporated in Malaysia)
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
- Conclude on the appropriateness of 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 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 or conditions may cause the Group or the
Company to cease to continue as a going concern.
- 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.
- 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.
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 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.
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.
272 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
ANALYSIS OF SHAREHOLDINGS
As at 12 March 2018
Issued and Paid-Up Share Capital : RM9,895,019,626.70 divided into 3,753,156,498 ordinary shares (“Ordinary Shares”)
and 1,120,636,759 Islamic redeemable convertible preference shares (“RCPS-i-A”) and
1,209,773,649 Class B Islamic redeemable convertible preference shares (“RCPS-i B”)
Class of Shares : Ordinary Shares, RCPS-i A and RCPS-i B
Voting Rights : One Vote per Ordinary Share or RCPS-i A or RCPS-i B
No. of No. of
Ordinary Ordinary
Size of Shareholdings Shareholders % Shares %
No. of
Ordinary
Name of Ordinary Shareholders Shares %
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 273
ANALYSIS OF SHAREHOLDINGS
As at 12 March 2018
No. of
Ordinary
Name of Ordinary Shareholders Shares %
274 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
ANALYSIS OF SHAREHOLDINGS
As at 12 March 2018
No. of
Holders No. of
Size of Shareholdings of RCPS-i A % RCPS-i A %
No. of
Name of Ordinary Shareholders RCPS-i A %
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 275
ANALYSIS OF SHAREHOLDINGS
As at 12 March 2018
No. of
Name of Ordinary Shareholders RCPS-i A %
276 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
ANALYSIS OF SHAREHOLDINGS
As at 12 March 2018
No. of
Holders No. of
Size of Shareholdings of RCPS-i B % RCPS-i B %
No. of
Name of Ordinary Shareholders RCPS-i B %
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 277
ANALYSIS OF SHAREHOLDINGS
As at 12 March 2018
No. of
Name of Ordinary Shareholders RCPS-i B %
278 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
ANALYSIS OF SHAREHOLDINGS
As at 12 March 2018
SUBSTANTIAL SHAREHOLDERS
% %
of Issued Indirect of Issued
Name of Substantial Shareholders Direct Interest Shares In-terest Shares
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 279
LIST OF MATERIAL PROPERTIES
HELD BY THE GROUP
As at 31 December 2017
1. Daerah Kelang, Mukim of Klang, Land under development 24/10/2001 22,862,878 Freehold 932,020
Selangor Darul Ehsan and held for development
2. Lot 9149L at Toh Tuck Road, Land held for 17/07/2017 201,517 Leasehold 875,111
Singapore development
3. Mukim Bukit Raja, Daerah Land under development 30/03/2002 13,929,000 Freehold 773,309
Petaling,Selangor Darul Ehsan and held for development
4. Seksyen 95A & 98, Kampung Land use right 24/10/2011 - Leasehold 755,752
Haji Abdullah Hukum, Kuala
Lumpur
5. Mukim Semenyih, Daerah Hulu Land under development 28/11/2012 36,702,593 Freehold 734,522
Langat, Selangor Darul Ehsan and held for development
6. Mukim 06, Daerah Seberang Land held for 22/12/2016 72,955,595 Freehold 653,584
Perai Utara, Negeri Pulau Pinang development
7. Mukim Semenyih, Daerah Hulu Land under development 03/10/2011 15,290,677 Freehold 467,220
Langat, Selangor Darul Ehsan and held for development
8. Mukim Dengkil, Daerah Sepang, Land under development 02/03/2011 4,981,522 Freehold 465,157
Selangor Darul Ehsan and held for development
9. Pekan Kinrara, Daerah Petaling Land under development 24/12/1981 3,282,537 Freehold 445,427
Negeri Selangor and held for development
10. Mukim Beranang, Daerah Ulu Land under development 05/10/2016 35,065,800 Freehold 440,229
Langat, Selangor Darul Ehsan
280 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTICE OF
ANNUAL GENERAL MEETING
S P SETIA BERHAD
(COMPANY NO. 19698-X)
(INCORPORATED IN MALAYSIA)
NOTICE IS HEREBY GIVEN that the Forty Third (43rd) Annual General Meeting of the Company will be held at FUNCTION ROOM
1, SETIA CITY CONVENTION CENTRE, NO. 1, JALAN SETIA DAGANG AG U13/AG, SETIA ALAM, SEKSYEN U13, 40170 SHAH
ALAM, SELANGOR DARUL EHSAN ON THURSDAY, 17 MAY 2018 AT 11.00 A.M. for the following purposes:
AGENDA
1. To receive the audited financial statements of the Company for the financial year ended PLEASE REFER TO
31 December 2017 together with the reports of the Directors and auditors thereon. EXPLANATORY NOTE A
2. To re-elect the following Directors who retire in accordance with Article 93 of the
Company’s Articles of Association and, being eligible, offer themselves for re-election :
(1) Tan Sri Dato’ Seri Dr. Wan Mohd Zahid bin Mohd Noordin RESOLUTION 1
3. To approve the increase in Directors’ Fees and Allowances for the Non-Executive Directors RESOLUTION 4
for the financial year ended 31 December 2017 amounting to RM418,000. [Explanatory Note 2]
4. To approve the payment of Directors’ Fees amounting to RM50,000 per month for the Non- RESOLUTION 5
Executive Chairman and RM12,000 per month for each of the Non-Executive Directors
for the period from 1 January 2018 up to the date of the next Annual General Meeting.
5. To approve the payment of Directors’ other remuneration and benefits to the Non- RESOLUTION 6
Executive Directors from 1 January 2018 up to the date of the next Annual General [Explanatory Note 3]
Meeting amounting up to approximately RM1,400,000.
6. To re-appoint Messrs Ernst & Young, Chartered Accountants, the retiring auditors, as the RESOLUTION 7
auditors of the Company for the ensuing year and to authorise the Directors to fix their
remuneration.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 281
NOTICE OF ANNUAL GENERAL MEETING
AS SPECIAL BUSINESS
7. ORDINARY RESOLUTION
“THAT, subject always to the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad, approval be and is hereby given to the Company and its subsidiaries
(“S P Setia Group”) to enter into and give effect to specified recurrent related party
transactions of a revenue or trading nature of the S P Setia Group with specified classes
of Related Parties (as defined in the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad and as specified in Section 2.3.1 of the Circular to Shareholders dated
18 April 2018) which are necessary for the day to day operations in the ordinary course of
business and are carried out at arms’ length basis on normal commercial terms of the S P
Setia Group and on terms not more favourable to the Related Parties than those generally
available to the public and are not detrimental to minority shareholders of the Company
and such approval shall continue to be in force until:
(i) the conclusion of the next Annual General Meeting of the Company (“AGM”) at which
time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;
(ii) the expiration of the period within which the next AGM after the date it is required to be
held pursuant to Section 340(2) of the Companies Act 2016 (“Act”) (but shall not extend
to such extension as may be allowed pursuant to Section 340(4) of the Act); or
AND THAT authority be and is hereby given to the Directors of the Company to complete
and do all such acts and things as they may consider necessary or expedient in the best
interest of the Company (including executing all such documents as may be required)
to give effect to the transactions contemplated and/or authorised by this Ordinary
Resolution.”
8. ORDINARY RESOLUTION
PROPOSED RENEWAL OF THE AUTHORITY TO ALLOT AND ISSUE NEW ORDINARY SHARES RESOLUTION 9
IN THE COMPANY (“S P SETIA SHARES”), FOR THE PURPOSE OF THE COMPANY’S [Explanatory Note 5]
DIVIDEND REINVESTMENT PLAN (“DRP”) THAT PROVIDES THE SHAREHOLDERS OF
THE COMPANY (“SHAREHOLDERS”) THE OPTION TO ELECT TO REINVEST THEIR CASH
DIVIDEND IN NEW S P SETIA SHARES
“THAT pursuant to the DRP as approved by the Shareholders at the Extraordinary General
Meeting held on 20 March 2014 and subject to the approval of the relevant regulatory
authority (if any), approval be and is hereby given to the Company to allot and issue such
number of new S P Setia Shares from time to time as may be required to be allotted and
issued pursuant to the DRP upon such terms and conditions and to such persons as the
Directors of the Company at their sole and absolute discretion, deem fit and in the interest
of the Company PROVIDED THAT the issue price of the said new S P Setia Shares shall
be fixed by the Directors at not more than ten percent (10%) discount to the adjusted
282 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTICE OF ANNUAL GENERAL MEETING
five (5) market days volume weighted average market price ("VWAP") of S P Setia Shares
immediately prior to the price-fixing date, of which VWAP shall be adjusted ex-dividend
before applying the aforementioned discount in fixing the issue price of S P Setia Shares;
AND THAT the Directors and the Secretary of the Company be and are hereby authorised
to do all such acts and enter into all such transactions, arrangements, deeds, undertakings
and documents as may be necessary or expedient in order to give full effect to the DRP
with full power to assent to any conditions, modifications, variations and/or amendments
as may be imposed or agreed to by any relevant authorities (if any) or consequent upon
the implementation of the said conditions, modifications, variations and/or amendments,
by the Directors as they, in their absolute discretion, deem fit and in the best interest of
the Company.”
9. To transact any other business of which due notice shall have been given.
18 April 2018
Selangor Darul Ehsan
NOTES
1. A member of the Company shall be entitled to appoint another person as his/her proxy to exercise all or any of his/her rights
to attend, participate, speak and vote at a meeting of members of the Company, subject to the Constitution of the Company.
2. A member entitled to attend and vote at the meeting is entitled to appoint not more than two (2) proxies to attend and vote
in his/her stead. Where a member appoints two (2) proxies, he/she shall specify the proportion of his/her shareholdings to
be represented by each proxy.
3. Where a member of the Company is an exempt authorised nominee which holds shares in the Company for multiple
beneficial owners in one (1) securities account (“omnibus account”), there is no limit to the number of proxies which the
exempt authorised nominee may appoint in respect of each omnibus account it holds.
4. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories)
Act, 1991, it may appoint not more than two (2) proxies in respect of each securities account it holds with shares of the
Company standing to the credit of the securities account.
5. The form of proxy, in the case of an individual, shall be signed by the appointor or his attorney, and in the case of a
corporation, either under seal or under the hand of an officer or attorney duly authorised.
6. The Form of Proxy duly completed and signed must be deposited at the Company’s share registrar, Tricor Investor & Issuing
House Services Sdn Bhd, Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8 Jalan
Kerinchi, 59200 Kuala Lumpur not less than 48 hours before the time for holding the meeting or any adjournment thereof.
7. Only members whose names appear in the Record of Depositors on 11 May 2018 shall be entitled to attend, speak and
vote at this meeting or appoint proxy/proxies to attend and/or vote on his/her behalf.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 283
NOTICE OF ANNUAL GENERAL MEETING
EXPLANATORY NOTE A
This Agenda item is meant for discussion only as under the provisions of Sections 248(2) and 340(1)(a) of the Act and the
Company’s Constitution, the audited accounts do not require the formal approval of shareholders. As such, this item is not put
forward for voting.
The Board is satisfied that in consideration of their wealth of expertise and experience, Tan Sri Dato’ Seri Dr. Wan Mohd
Zahid bin Mohd Noordin, Dato’ Halipah binti Esa and Tengku Dato’ Ab. Aziz bin Tengku Mahmud had and will continue
to bring sound judgment and valuable contribution to board deliberations through active participation in discussions in
decision making by the Board. Their profiles are set out on pages 38, 40 and 44 of the Annual Report 2017, respectively.
In view thereof, the Board supports the re-election of the Non-Executive Directors at the 43rd AGM.
The shareholders had, at the 42nd AGM of the Company held on 18 May 2017, approved the payment of Directors’
fees amounting to RM50,000 per month for the Non-Executive Chairman and RM10,000 per month for each of the
Non-Executive Directors for the period from 1 January 2017 to 31 December 2017. The shareholders had at the same
meeting, passed the resolution to authorise the Directors to determine the payment of other remuneration and benefits to
the Non-Executive Directors. The Board of Directors had subsequent to the 42nd AGM, proposed the following revisions to
the Directors’ Fees, Board Committee Allowances and Meeting Allowances which are to take effect from 1 January 2017,
subject to approval from the shareholders, as follows:
The revisions as set out above, if approved, would amount to an increase in the total Directors’ Fees and Allowances by
RM192,000 and RM226,000, respectively, for the financial year ended 31 December 2017.
284 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
NOTICE OF ANNUAL GENERAL MEETING
3. Resolution 6 - Payment of Other Remuneration and Benefits to Non-Executive Directors of the Company
Based on the Non-Executive Directors’ Remuneration Framework, the Non-Executive Directors’ remuneration (other than
fee) comprised of the following:
Description of Remuneration/Benefits
Monthly Fixed Allowance Chairman of Board Committee – RM3,000
Member of Board Committee – RM2,000
Meeting Allowance Board Member - RM1,500 per meeting
Board Committee Member - RM1,500 per meeting
Allowance for membership on the board of directors of RM5,000 per month
significant project/investment as appointed by the Board of the
Company
Other Benefits Driver for Chairman, Directors and Officers Liability
Insurance, medical, hospitalisation and travel insurance
and other claimable benefits
The estimated amount of up to approximately RM1,400,000 is calculated based on the expected number of meetings and
other monthly allowances and benefits for the period from 1 January 2018 up to the next AGM of the Company, tentatively
will be held in May 2019.
4. Resolution 8 - Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature
The proposed Resolution 8, if approved, will allow the S P Setia Group to enter into recurrent related party transactions
of a revenue and trading nature relating to sale of properties by the S P Setia Group to related parties. The details of the
proposal are set out in the Circular to Shareholders dated 18 April 2018 which is circulated together with the Annual
Report 2017.
5. Resolution 9 - Proposed Renewal of the Authority to Allot and Issue New S P Setia Shares for the purpose of the Company’s
DRP that provides the Shareholders the Option to Elect to Reinvest their Cash Dividend in New S P Setia Shares
The proposed Resolution 9, if approved, will re-new the authority given to the Directors to allot and issue new S P Setia
Shares pursuant to the DRP under the resolution passed at the 42nd AGM held on 18 May 2017, the authority of which
will lapse at the conclusion of the 43rd AGM.
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 285
GROUP DIRECTORY
286 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
GROUP DIRECTORY
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 287
GROUP DIRECTORY
288 OUR FINANCIAL STATEMENTS S P Setia Berhad Group Annual Report 2017
GROUP DIRECTORY
SINGAPORE
S P Setia Berhad Group Annual Report 2017 OUR FINANCIAL STATEMENTS 289
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S P SETIA BERHAD (19698-X) No. of Ordinary Shares Held
No. of Islamic Redeemable
FORM OF PROXY
Convertible Preference Shares held
No. of Class B Islamic Redeemable
Convertible Preference Shares held
CDS Account Number
of
(Full Address)
NRIC No. of
(Full Address)
of
(Full Address)
or failing him/her, the Chairman of the Meeting as * my/our proxy to attend and vote for * me/us and on * my/our behalf at the
Forty Third Annual General Meeting of the Company to be held at Function Room 1, Setia City Convention Centre, No. 1, Jalan
Setia Dagang AG U13/AG, Setia Alam, Seksyen U13, 40170 Shah Alam, Selangor Darul Ehsan on Thursday, 17 May 2018 at
11.00 a.m. and at any adjournment thereof in the manner as indicated below:-
NO. RESOLUTION FOR AGAINST
1. Re-election of Tan Sri Dato’ Seri Dr. Wan Mohd Zahid bin Mohd Noordin.
2. Re-election of Dato’ Halipah binti Esa.
3. Re-election of Tengku Dato’ Ab. Aziz bin Tengku Mahmud.
4. Approval of increase in Directors’ Fees and Allowances for the financial year ended
31 December 2017.
5. Approval for the Directors’ Fees for the period from 1 January 2018 up to the next Annual
General Meeting of the Company.
6. Approval for the Payment of Extra Remuneration and Provision of Benefits to Directors of the
Company for the period from 1 January 2018 up to the next Annual General Meeting of the
Company.
7. Re-appointment of Messrs Ernst & Young as the Auditors of the Company and to authorise the
Directors to fix their remuneration.
8. Approval for the Proposed Shareholders’ Mandate as specified in Section 2.3.1 of the Circular
to Shareholders dated 18 April 2018.
9. Approval for the Proposed Authority to Allot and Issue New Ordinary Shares under the
Company’s Dividend Reinvestment Plan.
(Please indicate with an “X” in the spaces above how you wish your votes to be cast. If you do not do so, the proxy will vote or
abstain from voting at his discretion).
2. A member entitled to attend and vote at the meeting is entitled to appoint not more 5. The Form of Proxy, in the case of an individual, shall be signed by the appointor or
than two (2) proxies to attend and vote in his/her stead. Where a member appoints his attorney, and in the case of a corporation, either under seal or under the hand
two (2) proxies, he/she shall specify the proportion of his/her shareholdings to be of an officer or attorney duly authorised.
represented by each proxy.
6. The Form of Proxy duly completed and signed must be deposited at the Company’s
3. Where a member of the Company is an exempt authorised nominee which holds shares share registrar, Tricor Investor & Issuing House Services Sdn Bhd, Unit 32-01,
in the Company for multiple beneficial owners in one (1) securities account (“omnibus Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8 Jalan
account”), there is no limit to the number of proxies which the exempt authorised Kerinchi, 59200 Kuala Lumpur not less than 48 hours before the time for holding
nominee may appoint in respect of each omnibus account it holds. the meeting or any adjournment thereof.
7. Only members whose names appear in the Record of Depositors on 11 May 2018
shall be entitled to attend, speak and vote at this meeting or appoint proxy/proxies
to attend and/or vote on his/her behalf.
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