GETS GLOBAL BERHAD ANNUAL REPORT 2019 ANNUAL REPORT Plot 73-86, Jalan Logam 5, Perindustrian Kamunting 3 SUSTAINABLE ENERGY Kamunting Raya Industrial Estate ACCELERATING BEYOND 34600 Kamunting, Perak THE BORDERS Phone: +605 891 1880 | Fax: +605 891 3522 ANNUAL REPORT www.getsglobal.com.my 2019 CONTENTS Corporate Information 2 Corporate Structure 3 Profile of Directors 4 Key Management Information 7 Management Discussion & Analysis 8 Corporate Governance Overview Statement 11 Corporate Sustainability Statement 22 Audit Committee Report 25 Statement of Risk Management and Internal Control 27 Additional Compliance Information 29 Directors’ Report and Financial Statements 30 List of Group Properties 120 Analysis of Shareholdings 121 pg 2 Corporate INFORMatION BOARD OF DIRECTORS AUDIT COMMITTEE NOMINATION & REMUNERATION COMMITTEE DATUK MAT NOOR BIN NAWI Dato’ Rosli bin Sharif (Chairman/Independent and (Chairman/Independent and Datuk Mohd Aminudin Non-Executive Director) Non-Executive Director) bin Mustapha (Chairman/Independent and DATUK CHE AZIZUDDIN Datuk Mat Noor bin Nawi Non-Executive Director) BIN CHE ISMAIL (Member/Independent and (Managing Director) Non-Executive Director) Dato’ Rosli bin Sharif (Member/Independent and MUHAMAD BIN AMAN Datuk Mohd Aminudin Non-Executive Director) (Executive Director/ bin Mustapha Chief Operating Officer) (Member/Independent and Datuk Mat Noor bin Nawi Non-Executive Director) (Member/Independent and DATO’ ROSLI BIN SHARIF Non-Executive Director) (Independent and Non-Executive Director) REGISTRAR AND SHARE TRANSFER OFFICE DATUK MOHD AMINUDIN BIN MUSTAPHA Boardroom Share Registrars Sdn. (Independent and Bhd. (Company No. 378993-D) Non-Executive Director) (Formerly known as Symphony Share Registrars Sdn. Bhd.) AHMAD MUSTAFFA 11th Floor, Menara Symphony, BIN ABDUL MANAF No. 5, Jalan Semangat (Executive Director) (Jalan Professor Khoo Kay Kim), Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia SECRETARY Tel: 03 -7890 4700 Fax: 03 -7890 4670 Lim Kui Suang (MAICSA No. 0783327) PRINCIPAL BANKERS Lim King Hua (MAICSA No. 0798613) AmBank (M) Berhad Hong Leong Bank Berhad Malayan Banking Berhad AUDITORS CIMB Bank Berhad Bank Islam Malaysia Berhad PKF AF 0911 Chartered Accountants STOCK EXCHANGE LISTING Main Market of Bursa Malaysia REGISTERED OFFICE Securities Berhad Stock Code: 5079 No. 9, Jalan Bayu Tinggi 2A/KS6, Stock Name: GETS Taipan 2, Batu Unjur, 41200 Klang, Selangor Darul Ehsan, Malaysia Tel: 03 - 3323 1916 Fax: 03 - 3323 3584 GETS GLOBAL BERHAD ANNUAL REPORT 2019 pg 3 Corporate STRUCTURE 100% 100% 100% Konsortium Bas Ekspres Mykor Electric Gets E-mobility Semenanjung (M) Vehicle Sdn. Bhd. Solutions Sdn Bhd Sdn Bhd 100% 100% 100% 100% Super Coach Damai Ria Damai Ria Meru Ekspres Assembly Plant Ekspres Sdn Bhd Transline Sdn Bhd Sdn Bhd Sdn Bhd 100% 100% 100% Super Ria Super Trans Santero Bas Ekspres Composite Products Sdn Bhd Sdn Bhd Sdn Bhd 100% 100% 100% 79.99% Pengangkutan HigerX Malaysia Taiping Holidays Konsortium KBES Awam Putrajaya Marketing Resorts Sdn Bhd Sdn Bhd Travel & Tours Sdn Bhd Sdn Bhd 75% 55% Super Ria Bas Transport Wonrey Tours & Ekspres Sdn Bhd Travel Sdn Bhd GETS GLOBAL BERHAD ANNUAL REPORT 2019 pg 4 PROFILE OF DIRECTORS DATUK MAT NOOR BIN NAWI DATUK CHE AZIZUDDIN BIN CHE ISMAIL Datuk Mat Noor bin Nawi, aged 64, a Malaysian, male, was Datuk Che Azizuddin bin Che Ismail, aged 61, a Malaysian, appointed as the Chairman / Independent Non-Executive male, was appointed as the Non-Independent NonExecutive Director of the Company on 16 August 2016. He is a member Director of the Company on 17 September 2015. On 26 of the Audit Committee and Nomination & Remuneration February 2016, he was re-designated as Executive Director Committee of the Company. and Chief Operating Officer of the Company. Subsequently, he was appointed as the Managing Director of GETS Group He has a Bachelor of Science (Resource Economics) on 26 May 2016. from Universiti Putra Malaysia and a Master of Science (Policy Economics) from the University of Illinois, Urbana- He holds a Bachelor of Science (Ecology) Degree from Champaign, USA. He had served with the Government of University of Malaya and a Diploma in Marketing Studies Malaysia for over 34 years where he started his career in the from the Institute of Marketing Birkshire, United Kingdom. Malaysian civil service in 1981 as an Agriculture Economist His career in logistics began in 1987 as a management at the Federal Agriculture Marketing Authority (FAMA) before trainee with Shapadu Transystem before joining Tenaga joining the Economic Planning Unit (EPU) (Prime Minister’s Sabaka Sdn Bhd as General Manager in 1988. He formed Department) in 1983. He continued to serve the EPU in KP Asia Auto Logistics Sdn Bhd (KP Asia) in 1991 where he various capacities and his last position was the Deputy was the Managing Director until 1998. He joined Konsortium Director General I, EPU, Prime Minister’s Department prior Logistik Berhad (KLB), a public listed logistic company, to joining the Ministry of Finance (MOF) in October 2011. through acquisition of KP Asia by KLB and had held various He was the Deputy Secretary General, Treasury (Systems senior positions in the latter company. He was instrumental & Controls) in MOF and later became the Deputy Secretary in building KLB as one of the reputable Malaysian logistic General, Treasury (Policy) at the MOF, a position he held companies in the industry during his 19 years of service since 16 November 2012. He then retired from the Malaysian with KLB. During his tenure, KLB became the major force in civil service on 6 June 2015. He was appointed as Chairman various industries having served as the main logistic provider of Export-Import Bank of Malaysia Berhad (EXIM Bank) from for renowned organizations including Proton, Perodua, Naza, 1 October 2015 to 30 September 2018. Currently, he is also Petronas, Tenaga Nasional, Samsung, MRT Corporation the Chairman of Carrier International Sdn Bhd and sits on and various Government agencies. His last position with the Board of PDX.com Sdn Bhd ,Cuscapi Berhad, Mirmas KLB was as the Chief Executive Officer before he left KLB Holding and Excel Force MSC Berhad. in March 2013 to pursue his own business interests. He had also participated actively in contributing towards the He does not have any family relationship with any director development of the Malaysian logistic industry. With his and/or major shareholder of the Company and has no commitment, the industry had entrusted him to lead the conflict of interest with the Company. Datuk Mat Noor is a Association of Malaysian Hauliers as the President from director in several public companies, public listed companies 2011 to 2015. and private companies. He has no conviction for any offence within the past 5 years. Presently, he is the Executive Chairman of Arca Corporation Sdn Bhd (ARCA) and the director of several private companies. He is now a major shareholder of the Company and also a director and shareholder of ARCA, which holds 24% equity in the Company. He does not have any family relationship with any director and/or major shareholder of the Company. He is also deemed interested in certain related party transactions with Company and/or its subsidiaries as disclosed in the page 121 of the Annual Report. Datuk Che Azizuddin does not hold any other directorship in public companies and public listed companies. He has no conviction for any offence within the past 5 years. GETS GLOBAL BERHAD ANNUAL REPORT 2019 pg 5 PROFILE OF DIRECTORS (CONT’D) DATUK MOHD AMINUDIN BIN MUSTAPHA DATO’ ROSLI BIN SHARIF Datuk Mohd Aminudin bin Mustapha, aged 49, a Malaysian, Dato’ Rosli bin Sharif, aged 65, a Malaysian, male, was male, was appointed as the Independent Non-Executive appointed as the Independent Non-Executive Director Director of the Company on 16 August 2016. He is the of the Company on 16 August 2016. He is the Chairman Chairman of the Nomination & Remuneration Committee of the Audit Committee and a member of Nomination & and a member of Audit Committee of the Company. Remuneration Committee of the Company. He graduated from International Islamic University Malaysia He is a Fellow of the Association of Chartered Certified with a Bachelor of Economics (Honours) Degree in Finance Accountants (ACCA) and a Member of the Malaysian and he started his successful career as the Executive Institute of Accountants (MIA). Dato’ Rosli had served with Director of Precision Portal Sdn Bhd (PPSB) in 2005. During the Government of Malaysia in various capacities at the his service with PPSB, the company has developed into one Treasury Department of the Accountant General’s Office, of the renowned System Integrator Companies in Malaysia, as Accountant at the Department of Civil Aviation and securing several Government Mega-scale IT projects. He as the State Treasurer of Negeri Sembilan from 1980 to left PPSB in 2008, and has since become as the company’s 1982. Since 1982, he had served as a Director in private Advisor. He was also instrumental in introducing the electric limited companies involved in construction and property car technologies to the country by assisting PROTON to development. He joined Cement Industries of Malaysia partner with Detroit Electric, USA. He was the Executive Berhad (CIMA) in 1988 as the Group Finance Manager and Director of Mozzpower Sdn Bhd (MPSB) from 2010 to 2014. was subsequently promoted to General Manager, then Chief MPSB is a mechanical and electrical contractor company Operating Officer and Managing Director in 2002. Between which undertakes many private & government projects. 1998 and 2005, he led CIMA to grow its business and in Datuk Mohd Aminudin was the Non-Executive Director of particular involved in acquiring and restructuring Negeri Konsortium Logistik Berhad, a public listed company, from Sembilan Cement Industries Sdn Bhd, which resulted 2007 to 2013. Currently, he is a Business Development in CIMA expanding its production capacity and market Director in Era Tropika Development Sdn Bhd, a position share especially to Singapore.