Embracing Challenges and Standing Tall Annual Report2018 Vision to Be an Innovative Value-Added Energy Solutions Provider
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EMBRACING CHALLENGES AND STANDING TALL ANNUAL REPORT2018 VISION TO BE AN INNOVATIVE VALUE-ADDED ENERGY SOLUTIONS PROVIDER MISSION TO PROVIDE THE CLEANEST, SAFEST, COST-EFFECTIVE AND RELIABLE ENERGY SOLUTIONS TO THE NATION WHAT’S 2 NOTICE OF ANNUAL GENERAL 28 MANAGEMENT DISCUSSION 104 DIRECTORS’ RESPONSIBILITY MEETING & ANALYSIS STATEMENT IN RESPECT OF THE 5 STATEMENT ACCOMPANYING 38 BOARD OF DIRECTORS AUDITED FINANCIAL STATEMENTS NOTICE OF ANNUAL GENERAL 40 BOARD OF DIRECTORS’ PROFILE 105 AUDIT COMMITTEE REPORT MEETING 50 MANAGEMENT TEAM 109 ADDITIONAL COMPLIANCE 6 ABOUT US INFORMATION 52 MANAGEMENT PROFILE 8 CORPORATE MILESTONES 113 FINANCIAL STATEMENTS 68 SUSTAINABILITY STATEMENT 10 SUPPLIED AREAS 192 SHAREHOLDING STATISTICS 82 2018 CORPORATE HIGHLIGHTS 12 CORPORATE INFORMATION 196 LIST OF PROPERTIES 86 CORPORATE GOVERNANCE 14 FIVE-YEAR FINANCIAL SUMMARY OVERVIEW STATEMENT 198 ADMINISTRATIVE DETAILS 16 INVESTOR RELATIONS 98 STATEMENT ON RISK MANAGEMENT PROXY FORM 20 IN THE MEDIA AND INTERNAL CONTROL 22 CHAIRMAN’S STATEMENT 2 Gas Malaysia Berhad NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Twenty-Eighth Annual General Meeting (“AGM”) of Gas Malaysia Berhad (“the Company”) will be held at the Mahkota II, Hotel Istana, 73, Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia on Thursday, 16 May 2019 at 3.00 p.m. or any adjournment thereof, for the following purposes: AS ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the financial year ended 31 December 2018 and the Reports of the Directors and Auditors thereon. (Refer Explanatory Note A) 2. To declare a single-tier final dividend of 4.50 sen per ordinary share in respect of the financial year ended (Ordinary Resolution 1) 31 December 2018. (Refer Explanatory Note B) 3. To re-elect the following Directors who retire in accordance with Article 95(1) of the Company’s Articles of Association and who being eligible offer themselves for re-election: (i) Sharifah Sofia binti Syed Mokhtar Shah (Ordinary Resolution 2) (ii) Nobuhisa Kobayashi (Ordinary Resolution 3) 4. To re-elect the following Directors who retire by rotation in accordance with Article 95(2) of the Company’s Articles of Association and who being eligible offer themselves for re-election: (i) Tan Lye Chong (Ordinary Resolution 4) (ii) Datuk Syed Abu Bakar bin S Mohsin Almohdzar (Ordinary Resolution 5) (iii) Datuk Ooi Teik Huat (Ordinary Resolution 6) 5. To approve the payment of Directors’ fees and any benefits payable to the Directors from (Ordinary Resolution 7) 17 May 2019 to the next AGM of the Company of an amount up to RM2,000,000.00. (Refer Explanatory Note C) 6. To re-appoint Messrs. PricewaterhouseCoopers PLT as Auditors of the Company for the financial year (Ordinary Resolution 8) ending 31 December 2019 and to authorise the Directors to fix their remuneration. AS SPECIAL BUSINESS To consider and, if thought fit, to pass the following resolution: 7. PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED (Ordinary Resolution 9) PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE WITH RELATED PARTIES “That subject to the provisions of Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with the related parties, as set out in Section 2.4.1 of Part A of the Circular to Shareholders dated 17 April 2019, which are necessary for the day-to-day operations; and are undertaken in the ordinary course of business of the Company and its subsidiaries, on arm’s length basis, on normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company and that such approval shall continue to be in force until: (i) the conclusion of the next AGM of the Company following this AGM at which the Proposed Shareholders’ Mandate is passed, at which time it will lapse unless the authority is renewed by a resolution passed at the next AGM; Annual Report 2018 3 NOTICE OF ANNUAL GENERAL MEETING (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 (the “Act”) (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or (iii) revoked or varied by resolution passed by the shareholders at a general meeting, whichever is the earlier. And that the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to such transactions as authorised by this Ordinary Resolution.” (Refer Explanatory Note D) 8. PROPOSED ADOPTION OF A NEW CONSTITUTION OF THE COMPANY (PROPOSED ADOPTION) (Special Resolution) “That approval be and is hereby given for the Company to adopt the new Constitution in the form and manner as set out in Appendix II of the Circular to Shareholders dated 17 April 2019, in place of the existing Constitution AND That the Directors of the Company be and are hereby authorised to assent to any modifications, variations and/or amendments as may be required by the relevant authorities, and to do all acts and things and take all such steps as may be considered necessary to give full effect to the foregoing.” (Refer Explanatory Note E) NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT NOTICE IS ALSO HEREBY GIVEN that a single-tier final dividend of 4.50 sen per ordinary share in respect of the financial year ended 31 December 2018, if approved by the shareholders at the AGM, will be paid on 3 July 2019 to the shareholders whose name appear in the Record of Depositors of the Company at the close of business on 10 June 2019. A depositor shall qualify for entitlement to the dividend only in respect of: (a) Shares transferred into the Depositor’s securities account before 4.00 p.m. on 10 June 2019 in respect of ordinary transfers; and (b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad. By Order of the Board Yanti Irwani binti Abu Hassan (MACS 01349) Noor Raniz bin Mat Nor (MAICSA 7061903) Company Secretaries Shah Alam, Selangor Darul Ehsan 17 April 2019 4 Gas Malaysia Berhad NOTICE OF ANNUAL GENERAL MEETING NOTES: APPOINTMENT OF PROXY 1. In respect of deposited securities, only members whose names appear on the Record of Depositors on 10 May 2019 (General Meeting Record of Depositors) shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his behalf. 2. A member of the Company shall be entitled to appoint another person as his/her proxy to attend, participate, speak and vote at the meeting in his stead. A proxy need not be a member of the Company. 3. A member shall not be entitled to appoint more than two proxies. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. 4. Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”) as defined under the Securities Industry (Central Depositories) Act, 1991, there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds. Where there are two or more proxies, the appointments shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. 5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or signed by an officer or attorney so authorised. 6. The instrument appointing a proxy or corporate representative or the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited with the Share Registrar of the Company at Boardroom Share Registrars Sdn Bhd (formerly known as Symphony Share Registrars Sdn Bhd), Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia no later than Wednesday, 15 May 2019 at 3.00 p.m. EXPLANATORY NOTES: A. The Audited Financial Statements are laid in accordance with Section 340(1)(a) of the Act and does not require approval of shareholders. This item is meant for discussion only under the Agenda and hence, will not be put for voting. B. Pursuant to Section 131 of the Act, the distribution to the shareholders (Final Dividend) can only be made out of profits of the company available if the company is solvent. The Board had on 14 March 2019 considered the amount of final dividend and decided to recommend the same for the shareholders’ approval. The Directors of Gas Malaysia are satisfied that the Company will be solvent as it will be able to pay its debts as and when the debts become due within 12 months immediately after the distribution is made on 3 July 2019 in accordance with the requirements under Section 132(2) and (3) of the Act. C. Section 230(1) of the Act provides amongst others, that the fees of the directors and any benefits payable to the directors of a listed company and its subsidiaries shall be approved at a general meeting.