i Registration No. 201601039044 (1209985-V) Registration No. 201601039044 (1209985-V) Crafting Future Minds of the World Annual Report 2019 www.mindaglobal.com.myAnnual Report 2019 VISION Our vision is to build a community of quality learning institutions that craft the future minds of the world. MISSION Our mission is to promote open and equitable access to educational opportunities that empower communities. CORPORATE VALUES VISION Our vision is to build a community of quality learning institutions that craft the future minds of the world. Table of Content 02 CORPORATE INFORMATION MISSION 03 CORPORATE STRUCTURE 04 CHAIRMAN’S STATEMENT Our mission is to promote open and equitable access 05 MANAGEMENT DISCUSSION & ANALYSIS to educational opportunities that empower 11 SUSTAINABILITY STATEMENT communities. 21 DIRECTORS’ PROFILE 25 KEY SENIOR MANAGEMENTS’ PROFILE 27 CORPORATE GOVERNANCE OVERVIEW STATEMENT CORPORATE VALUES 37 AUDIT AND RISK MANAGEMENT COMMITTEE REPORT 39 STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL 42 ADDITIONAL COMPLIANCE INFORMATION 43 LIST OF PROPERTIES 51 ANALYSIS OF SHAREHOLDINGS FINANCIAL STATEMENTS 54 DIRECTORS’ REPORT 60 STATEMENTS OF FINANCIAL POSITION 62 STATEMENTS OF COMPREHENSIVE INCOME 63 STATEMENTS OF CHANGES IN EQUITY 65 STATEMENTS OF CASH FLOWS 69 NOTES TO THE FINANCIAL STATEMENTS 154 STATEMENT BY DIRECTORS 155 STATUTORY DECLARATION 156 INDEPENDENT AUDITORS’ REPORT 162 NOTICE OF THIRD ANNUAL GENERAL MEETING 165 PROXY FORM 2 Registration No. 201601039044 (1209985-V) CORPORATE INFORMATION AS AT 29 MAY 2020 BOARD OF DIRECTORS AUDITORS General Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj. Baker Tilly Monteiro Heng PLT Nordin (Rtd.) (LLP0019411-LCA & AF 0117) (Independent Non-Executive Chairman) Baker Tilly Tower Level 10, Tower 1, Avenue 5 Tan Sri Dato’ Dr. Palaniappan A/L Ramanathan Chettiar Bangsar South City (Group Managing Director) 59200 Kuala Lumpur Tel No.: (603)-2297 1000 Tan Sri Datuk (Dr.) Rafiah Binti Salim Fax No.: (603)-2282 9980 (Senior Independent Non-Executive Director) Tan Sri Datuk Wira Dr. Mohd Shukor Bin Mahfar REGISTERED OFFICE (Independent Non-Executive Director) Level 2, Tower 1, Avenue 5 Bangsar South City Dato’ Tan Choon Hwa @ Esther Tan Choon Hwa 59200 Kuala Lumpur (Independent Non-Executive Director) Tel No.: (603)-2241 5800 Fax No.: (603)-2282 5022 Sanjeev Nanavati (Independent Non-Executive Director) HEAD OFFICE Maha Ramanathan Palan Level 8, Tower Block, UOC Campus (Executive Director) Persiaran Bestari, Cyber 11, 63000 Cyberjaya Selangor Darul Ehsan AUDIT AND RISK MANAGEMENT COMMITTEE Tel No.: (603)-8800 5295 Tan Sri Datuk Wira Dr. Mohd Shukor Bin Mahfar (Chairman) SHARE REGISTRAR Dato’ Tan Choon Hwa @ Esther Tan Choon Hwa BoardRoom Share Registrars Sdn Bhd (Member) (formerly known as Symphony Share Registrars Sdn. Bhd.) Sanjeev Nanavati 11th Floor, Menara Symphony (Member) No. 5, Jalan Professor Khoo Kay Kim Seksyen 13, 46200 Petaling Jaya NOMINATION AND REMUNERATION COMMITTEE Selangor Darul Ehsan Tan Sri Datuk (Dr.) Rafiah Binti Salim Tel No.: (603)-7890 4700 (Chairman) Fax No.: (603)-7890 4670 Tan Sri Datuk Wira Dr. Mohd Shukor Bin Mahfar (Member) SOLICITOR Messrs Kadir Andri & Partners Sanjeev Nanavati Suite A-38-8 (Member) Level 38, Menara UOA Bangsar 5, Jalan Bangsar Utama 1 59000 Kuala Lumpur COMPANY SECRETARY Tel No.: (603)-2780 2888 Wong Youn Kim (MAICSA 7018778) Fax No.: (603)-2780 2833 (SSM PC No: 201908000410) HMC Corporate Services Sdn Bhd Level 2, Tower 1, Avenue 5, STOCK EXCHANGE LISTING Bangsar South City, Main Market of Bursa Malaysia Securities Berhad 59200 Kuala Lumpur, Tel No.: (603)-2241 5800 Stock Name: MINDA Fax No.: (603)-2282 5022 Stock Code: 5166 Website www.mindaglobal.com.my Annual Report 2019 3 Registration No. 201601039044 (1209985-V) CORPORATE STRUCTURE AS AT 29 MAY 2020 100% Minda Global Property 100% 100% Management Sdn Bhd Asiamet Education Asiamet (M) Group Sdn Bhd Sdn Bhd 100% Asiamet International 100% 100% Sdn Bhd CUCMS Education CUCMS Properties Sdn Bhd Management Sdn Bhd 100% 100% Asiamet (Kuching) Sdn Bhd CUCMS Edutech Sdn Bhd 100% Asiamet (KK) 100% Sdn Bhd Minda Global Language Centre Minda Sdn Bhd Global 100% Berhad Asiamet (KB) Sdn Bhd 100% Minda Global International Education Sdn Bhd 100% Minda Global Management Sdn Bhd 100% UOC Sdn Bhd 100% SMR HR Group Sdn Bhd Annual Report 2019 4 Registration No. 201601039044 (1209985-V) CHAIRMAN’S STATEMENT Your company also focused on increasing the enrolment for its MBBS programmes and the international market. Our core MBBS programme had registered an impressive 24% increase in new student enrolment while our international market segment posted a 29.9% growth in new student enrolments. Your company achieved a revenue growth of 7.2% driven largely by increased enrolments in core MBBS programmes as well as through international recruitment, while strategic decisions by the Management helped us Dear Valued Shareholders, reduce our cost of services by 12.2%. I am writing to you in the midst of what is a very You will notice that the company’s financial performance challenging period for Malaysia and the rest of the world. has yet to hit the mark. However, you will also notice The COVID-19 global pandemic has upended many that your company is still on the pathway to recovery business plans across various industries and brought as we planned the year before. Our inflated losses significant and unanticipated changes. include impairment in goodwill and a negative impact due to the first year application of MFRS 16. Without I trust you too are concerned about how your company these adjustments, our calculations suggest that the loss has weathered the storm and managed the welfare of its before tax for 2019 would have been RM14.8 million, a employees and students. 20.0% improvement over the year before. I am pleased to inform you that your company has Please be assured that the Management team remains remained resilient throughout this global crisis and has committed to ensuring that your company is on the track put in place stringent protocols to ensure the safety of to profitability. our employees, students and other stakeholders. With the management’s expertise and the dedication of 2019 is also a meaningful milestone year for your employees at every level, your company managed to company. The Ministry of Higher Education granted a secure business continuity in time for the announcement full university status to Cyberjaya University College of of the Movement Control Order in Malaysia on 18 March Medical Sciences which is now known as the University 2020. of Cyberjaya, thus making Minda Global Group the only Malaysian education player with control of 2 full All institutions in the group had switched to full online universities. This provides us with various strategies to learning in time for the MCO which enabled all staff to achieve increased synergy in student enrolment and remain at home while continuing to deliver teaching & operations. learning (T&L) activities to all our students. An estimated 90% of scheduled T&L had proceeded as scheduled The University of Cyberjaya continued to seal its place while we postponed a certain number of sessions that as a leading private university when it was granted involved clinical, bed-side teaching, laboratory sessions 5-STARS for the categories of Teaching, Facilities, and internship. Employability and Inclusiveness under the QS STARS programme, by the publishers of the QS World University The various institutions also enacted a Work From Home Rankings. The University was also recently inducted into mechanism that allowed us to maintain a high degree of the internationally acclaimed Times Higher Education productivity during this period. Student welfare was of (Impact) Impact Rankings 2020 where it was placed Top course of primary concern, and the Management of each 601+, further highlighting management commitment to institution worked closely with the relevant authorities in developing a truly global university. arranging for the mass transportation of students back to their hometowns in May. The institutions also provided The above are just some of the many steps that we have food aid, counselling and other support to students who taken to help consolidate our position in the education remained on campus. industry. I encourage you to peruse this Annual Report for more information on our businesses. I would now like to share how your company has performed in 2019. Before I end, I would like to also express my appreciation to you, our shareholder, for your continued trust in the We started the year with news that the Government had company and our mission. Rest assured that your Board increased the seats for the Matriculation programme to of Directors will work closely with the Management team 40,000. This had the effect of increasing the competition as we turn this company around and cement our position for the Foundation and Diploma programmes offered by as a leading education service provider in Malaysia and private institutions. The Management quickly reacted to the region. this by adjusting its sales & promotion strategy to help ensure that these pathway programmes continue to Thank you. register strong enrolments. I am pleased that we ended the year recording a 39.8% growth in our Foundation & General Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj. Certificate programme enrolments. This should provide a Nordin (Rtd.) strong pipeline to our diploma and degree programmes Independent Non-Executive Chairman in the coming year. Annual Report 2019 5 Registration No. 201601039044 (1209985-V) MANAGEMENT DISCUSSION & ANALYSIS OVERVIEW OF MINDA GLOBAL GROUP In 2019, Minda Global continued with its mission to build a sustainable business model in learning institutions. We achieved greater efficiency in our business and academic operations. To realise the organisation’s vision, mission and values, we set the goals of creating a performance-driven culture and institutionalising the best practices. We invested further in pursuing academic excellence to provide an unparalleled learning experience for our students.