02 VISION AND MISSION 03 CORPORATE PROFILE 04 CORPORATE STRUCTURE 06 CORPORATE INFORMATION 07 FINANCIAL HIGHLIGHTS 08 KEY PERFORMANCE INDICATORS 09 MANAGEMENT DISCUSSION AND ANALYSIS 17 SUSTAINABILITY STATEMENT 25 DIRECTORS’ PROFILE 33 KEY SENIOR MANAGEMENTS’ PROFILE 36 CORPORATE DIRECTORY 37 CORPORATE GOVERNANCE OVERVIEW STATEMENT 46 AUDIT AND RISK COMMITTEE REPORT 51 STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL 58 OTHER STATEMENTS AND DISCLOSURES FINANCIAL STATEMENTS 59 DIRECTORS’ REPORT 65 STATEMENT BY DIRECTORS 65 STATUTORY DECLARATION 66 INDEPENDENT AUDITORS’ REPORT 71 STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 73 STATEMENTS OF FINANCIAL POSITION 75 STATEMENTS OF CHANGES IN EQUITY 78 STATEMENTS OF CASH FLOWS 81 NOTES TO THE FINANCIAL STATEMENTS 154 LIST OF PROPERTIES 155 ANALYSIS OF SHAREHOLDINGS 158 NOTICE OF 29TH ANNUAL GENERAL MEETING 164 STATEMENT TO SHAREHOLDERS PROXY FORM TABLE OF CONTENTS
ADDICTED TO INNOVATION Our relentless pursuit of innovation is what drives us forward “BOLEH” ATTITUDE We are passionate and driven to make a difference. AWARDS & RECOGNITION 2022 Malaysian e-Payment Excellence Awards (MEEA) - Best e-Payments Acceptance Growth Award for MyDEBIT as a non-bank Acquirer The Asset Triple A Treasury, Trade, Sustainable Supply Chain (SSC) and Risk Management Awards 2022 - Best Payments and Collections Solution with HSBC Inclusion in the FTSE4Good Bursa Malaysia (F4GBM) Index and FTSE4Good Bursa Malaysia Shariah (F4GBMS) Index OUR CORE VALUES CUSTOMER IS THE BOSS We listen, anticipate and deliver what our customer needs TEAMWORK Together we can achieve more NO DISHONESTY Zero-tolerance for dishonesty in any form OUR VISION The ASEAN Payment People Payments Simplified OUR MISSION To be clearly recognised as the leading ASEAN payment services provider. Delivering powerful solutions to deeply rooted local relationships. We help merchants, financial institutions and telcos make money by simplifying their distribution, payment and collections needs. We provide ASEAN merchants with comprehensive solutions. OUR V The ASEAN Payments Sim OUR M To be clearly re services provide rooted local relat We help merch money by simplify needs. We prov 02 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022
03 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 GHL SYSTEMS BERHAD CORPORATE PROFILE As ASEAN’s leading payment solutions provider, GHL’s reach spans across six countries; Malaysia, Philippines, Thailand, Indonesia, Singapore and Australia – stretching over a vast footprint of 419,400 payment touchpoints. At the forefront of the region’s cutting edge fintech, GHL empowers the payment revolution that is shaping today’s spending trend, offering extensive payment options, both offline and online to fulfil merchants and consumers’ needs. Our core activities are focused on these business pillars: t 5SBOTBDUJPO 1BZNFOU "DRVJTJUJPO As one of the largest ASEAN Transaction Payment Acquirers, we acquire merchants and enable them for debit and credit card payments as well as digital wallets, allowing consumers to pay using these alternatives instead of cash. Riding the ASEAN cashless tide, alongside significant Asian digital payment players, GHL’s Mobile Payments enable major local and cross border e-wallets’ acceptance across our footprint of more than 419,400 payment touchpoints. Our internet payment gateway, eGHL, offers a secure Online Payment gateway that covers more than 100 scheme and non-scheme payment channels, with a single integration, throughout the ASEAN region. Our subsidiary e-pay, powering the Prepaid Top-ups & Bill Collection services, leads Malaysia’s mobile reload & bill payment collection network, processing over 16 million transactions,, amounting to over RM450 million in value, nationwide per month. t 4IBSFE 4FSWJDFT GHL provides Payment Acceptance Devices such as Android All-in-One Point of Sales (POS) terminals and other devices devices, enabling them with complex payment applications, which are able to perform numerous electronic payment transaction types. t 4PMVUJPO 4FSWJDFT GHL offers Payment Solutions that includes customised online payment platforms, payment collection solutions, integrated payment solutions, loyalty points capture/redemption solutions, loan repayment solutions, and other bank or merchant specific requirements designed to cater to our client’s specific business needs. We also offer both software and hardware solutions, supporting our client’s development of secure payment networks. 5SBOTBDUJPO 1BZNFOU "DRVJTJUJPO 4PMVUJPO 4FSWJDFT 4IBSFE 4FSWJDFT
04 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 GHL Payments Sdn. Bhd. GHL Loyalty Sdn. Bhd. GHL Asia Pacific Limited GHL ePayments Sdn. Bhd. GHL Global Sdn. Bhd. GHL Systems Australia Pty. Ltd. GHL Systems Philippines, Inc. GHL (Thailand) Co., Ltd. GHL Electronic Payments Inc. GHL Myanmar Limited GHL Philippines Financing Services Inc. GHL ePayments Pte. Ltd. GHL ePayments Co., Ltd. GHL SYSTEMS BERHAD 199401007361 (293040-D) INCORPORATED IN MALAYSIA GHL CardPay Sdn. Bhd. Conscious Object Development Co., Ltd. GHL Transact Sdn. Bhd. GHL International Sdn. Bhd. 100% 100% 100% 100% 100% 100% 100% 100% 100% 99.99% 100% 97.74% 99.99% 99.99% 100% 99.99% 99.99% CORPORATE STRUCTURE
05 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 GHL Payment Services Sdn. Bhd. GHL BPO1 Sdn. Bhd. Mobiepay Sdn. Bhd. S Capital Sdn. Bhd. Sentripay Sdn. Bhd. Pay Here Sdn. Bhd. PT Pembayaran Elektronik Indonesia Digital Salute Sdn. Bhd. 40% GHL EFTPOS Sdn. Bhd. Paysys Technology Sdn. Bhd. Paysys Communications Sdn. Bhd. Paysys (M) Sdn. Bhd. e-pay (M) Sdn. Bhd. e-pay Pakistan (Private) Limited PT e-pay Indonesia Electronic Payment Network (Thailand) Co. Limited 100% 100% 100% 100% 100% 100% 100% 100% 50% 60% 100% 100% 16.00% 100% 78.80% 100% CORPORATE STRUCTURE CONT’D
BOARD OF DIRECTORS REGISTERED OFFICE Unit 30-01, Level 30, Tower A Vertical Business Suite, Avenue 3 Bangsar South, No. 8, Jalan Kerinchi 59200 Kuala Lumpur Tel : +6(03) 2783 9191 Fax : +6(03) 2783 9111 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 Tel : +6(03) 2783 9299 Fax : +6(03) 2783 9222 AUDITORS BDO PLT (LLP0018825-LCA & AF0206) Level 8 BDO @ Menara CenTARa 360 Jalan Tuanku Abdul Rahman 50100 Kuala Lumpur. PRINCIPAL BANKERS Ambank (M) Berhad Alliance Bank Berhad CIMB Bank Berhad Malayan Banking Berhad Standard Chartered Bank Malaysia Berhad Public Bank Berhad HSBC Bank Malaysia Berhad STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Bhd (BMSB) BMSB Code : 0021 Reuters Code : GHLS.KL Bloomberg Code : GHLS MK WEBSITE www.ghl.com AUDIT AND RISK COMMITTEE Dato’ Chan Choy Lin (Chairperson) Matteo Stefanel Tan Lye Sim Kung Lee See NOMINATION AND REMUNERATION COMMITTEE Dato’ Chan Choy Lin (Chairperson) Matteo Stefanel Tan Lye Sim Kung Lee See COMPANY SECRETARIES Te Hock Wee (MAICSA 7054787) (SSM PC No. 202008002124) Wong Wai Foong (MAICSA 7001358) (SSM PC No. 202008001472) MOHAMED RASHDI BIN MOHAMED GHAZALLI (Independent Non-Executive Chairman) (Appointed on 1 June 2022) LOH WEE HIAN (Executive Vice Chairman) DATO' CHAN CHOY LIN (Independent Non-Executive Director) MATTEO STEFANEL (Non-Independent Non-Executive Director) RICHARD HENRY PHILLIPS (Non-Independent Non-Executive Director) SEAN S HESH (Executive Director) TAN LYE SIM (Independent Non-Executive Director) KUNG LEE SEE (Independent Non-Executive Director) DATUK KAMARUDDIN BIN TAIB (Independent Non-Executive Chairman) (Resigned on 27 May 2022) LOH HIN YAW (Alternate Director to Loh Wee Hian) (Resigned on 14 Sep 2022) CORPORATE INFORMATION 06 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022
REVENUE RM’000 ‘18 ‘19 ‘20 ‘21 ‘22 299,067 347,707* 334,514 360,166 410,423 SHAREHOLDERS’ EQUITY RM’000 ‘18 ‘19 ‘20 ‘21 ‘22 EARNINGS BEFORE INTEREST, TAX, DEPRECIATION & AMORTISATION (EBITDA) RM’000 55,680 71,920 50,827 69,239 66,321 ‘18 ‘19 ‘20 ‘21 ‘22 PROFIT ATTRIBUTABLE TO EQUITY HOLDERS RM’000 24,543 28,724 13,549 28,305 28,158 ‘18 ‘19 ‘20 ‘21 ‘22 406,225 442,450 481,758 511,639 508,872 ‘18 ‘19 ‘20 ‘21 ‘22 NET ASSETS PER SHARE RM 0.55 0.59 0.42 0.45 0.45 FINANCIAL HIGHLIGHTS 07 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022
08 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 FINANCIAL HIGHLIGHTS :FBS 'JOBODJBM :FBS &OEFE %FDFNCFS 2020 2022 Revenue RM’000 299,067 347,707* 334,514 360,166 Gross Profit RM’000 126,876 150,475 144,326 140,109 Gross Profit Margin % 42.42 43.28 43.14 38.90 34.78 Earnings Before Interest, Tax, Depreciation & Amortisation (EBITDA) RM’000 55,680 71,920 50,827 69,239 Profit / (Loss) For The Year Attributable To Equity Holders RM’000 24,543 28,724 13,549 28,158 Shareholders’ Equity RM’000 406,225 442,450 481,758 508,872 Net Operating Cash Flow RM’000 2,532 91,506 44,350 88,615 Net Assets Per Share RM 0.55 0.59 0.42 0.45 0.45 Basic Earnings Per Share sen 3.49 2.56** 1.69 2.47 2.48 Total Borrowings RM’000 34,668 26,204 22,175 52,390 Net Gearing Ratio Net Cash Net Cash Net Cash Net Cash /FU $BTI Notes: * Revenue for FY 2019 is inclusive of revenue from discontinued operations. ** Basic earnings per share restated in accordance with MFRS 113 Earnings per share arising from bonus issue. KEY PERFORMANCE INDICATORS
GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 MANAGEMENT DISCUSSION AND ANALYSIS 07&37*&8 0' 5)& (3061 T #64*/&44 "/% 01&3"5*0/4 GHL Systems Berhad (“the Group”) is a leading ASEAN payment services provider with operations in Malaysia, Philippines, Thailand, Indonesia, and Australia. The Group provides end to end payment services encompassing physical, e-commerce, and QR payments acceptance, and is one of the region’s top merchant acquirers. GHL manages and oversees more than 419,400 footprint of payment touchpoints across its ASEAN markets that enable credit/debit card, e-wallets, contactless payment, loyalty, prepaid credit top up, and bill collection payment services. The Group has three (3) core business pillars: 1. Transaction Payment Acquisition (“TPA”) comprises revenue derived from two (2) distinct sub segments: i) e-pay services which include Telco prepaid and other credit top-up facilities and bill collection services for consumers (“reload and collection services”) and; ii) GHL’s merchant acquiring and electronic payment services (“electronic payment services”). 2. Shared Services comprises revenue derived from the sale, rental, and maintenance of EDC terminals and other payment acceptance devices. 3. Solution Services comprises revenue derived from proprietary payment solutions which include customised online platforms, loan collections, loyalty systems and other bank or merchant specific applications. The Group’s focus is to become ASEAN’s largest merchant acquirer by directly contracting with merchants (“merchant acquisition”) under its TPA initiative. These business segments have grown rapidly, resulting in a higher proportion of recurring transactional income and a good balance in the business segment mix for the Group (See Sections 2.5 and 3.1 for details). GHL has been listed on Bursa Malaysia since 2003. %*4$644*0/ "/% "/"-:4*4 0' 5)& '*/"/$*"- 3&46-54 "/% $0/%*5*0/4 Analysis of Financial Results 3FWFOVF Group revenue improved 14.0% YoY to RM410.4 million (2021 – RM360.2 million) post the COVID-19 lockdowns which were progressively relaxed in 2022. TPA and Shared Services business pillars grew 17.4% and 11.9% respectively whereas Solutions Services recorded a 24.3% decline. The TPA business segment remained the largest and accounted for 65.5% of group revenue, and geographical wise, all the three markets, Malaysia, Philippines and Thailand 2022 revenue grew year-on-year. /FU 1SPmU Pre-tax profits decline 0.3% to RM40.6 million as compared to RM40.7 million a year ago. Pre-tax margins narrowed to 9.9% (2021 – 11.3%), impacted by lower gross margins from the Shared services segment. Net profit after tax and minority interest was flat at RM28.3 million (2021 – RM28.2 million). 5BYBUJPO The effective tax rate for 2022 was 30.2% (2021 – 30.8%) which was higher than the statutory tax rate mainly due to non-tax allowable expenses. Post-tax and minority interest profit margins were lower at 6.9% in 2022 as compared to 7.8% in 2021 due to lower gross profit margins and slightly higher effective tax rate in 2022.
GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 %*4$644*0/ "/% "/"-:4*4 0' 5)& '*/"/$*"- 3&46-54 "/% $0/%*5*0/4 (Cont’d) 1SPmU BUUSJCVUBCMF UP &RVJUZ )PMEFST PG UIF HSPVQ The profit attributable to equity holders of the Group recorded a marginal improvement to RM28.3 million, which was slightly higher than 2021. Fully diluted earnings per ordinary share for the year amounted to 2.48 sen (2021: 2.47 sen). The performance in 2022 reflected that consumption remains robust as consumers returned to stores as lockdowns were eased. "OOVJUZ WFSTVT /PO "OOVJUZ 3FWFOVF Annuity vs Non-Annuity Revenue (RM’ million) 2021 52.2 308.0 Annuity Non-Annuity 70.8 339.6 2022 85.5% 14.5% 82.7% 360.2 410.4 17.3% The annuity-based revenue component within the Group’s total revenue in 2022 remains high at 82.7% and this compared to 85.5% achieved in 2021 due to higher EDC sales in 2022. Despite this 2.8% decline in percentage terms, the absolute annuity revenue in 2022 grew by RM31.6 million YoY. The Group’s strategy is to grow the TPA and other businesses that have a strong recurring annuity-based revenue, and at the same time, to continue to support our main bank partners with their hardware and software requirements. As TPA recovery gathers momentum in all our geographical markets, we expect the annuity revenue to remain strong and improve in the coming financial quarters. -JRVJEJUZ BOE $BQJUBM 3FTPVSDFT As at 31 December 2022, the Group’s Net Cash Position (Note 1) amounted to RM122.6 million 31 December 2021 – RM121.8 million). There are further funds placed in fixed income fund with financial institution included in Other Investments amounting to RM14.9 million (31 December 2021 – RM101.6 million). (Note 1 – Defined as Total Cash and Bank Balances less all Bank Borrowings and Lease Liabilities) The key items that impacted the Group’s cashflow in 2022 were as follow: - (i) Net cash used in operating activities was RM18.3 million (2021 – Net cash generated from operating activities was RM88.6 million), mainly due to an increase in working capital requirements of RM99.8 million from an increase in trade and others payables (RM20.8 million), increase in advance receipts for contract liabilities (RM3.9million), an increase in inventories (RM13.1 million) and increase in trade and other receivables (RM112.1million), and decrease in operating profit before working capital changes of RM9.1 million, and also a slight increase in movement of tax and interest of RM2.0 million. MANAGEMENT DISCUSSION AND ANALYSIS CONT’D
GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 %*4$644*0/ "/% "/"-:4*4 0' 5)& '*/"/$*"- 3&46-54 "/% $0/%*5*0/4 (Cont’d) -JRVJEJUZ BOE $BQJUBM 3FTPVSDFT (Cont’d) (ii) An amount of RM42.3 million (2021 – RM43.3 million) was expended on capital expenditure which was mostly in respect of the Group’s purchases of EDC terminals. (iii) The Group repaid RM57.7 million of its bank borrowings and hire purchase payables in 2022 (2021 – RM36.7 million). The Group also drew-down fresh bank loans in 2022 of RM19.0 million (2021 – RM60.7 million) for working capital purposes. 5SFOET BOE &WFOUT The 2020-21 COVID-19 pandemic global impact was acutely felt by the economies of the ASEAN region but 2022 was marked by the return of consumers to the retail space as lockdown measures eased. Although COVID-19 measures were eased progressively in 2022, the emergence of new variants continued to result in some cautiousness but broadly, consumers were returning to the shops as evidenced by the higher Transaction Payment Values (TPV) captured across the group’s TPA footprint. Although restrictions were eased, consumers still opted to pay using cashless, which was favourable to our operations as consumer behaviour in faster adoption of cashless payments bodes well for our group’s TPA strategy. Certain segments of the economy were still hampered as cross border travel were not fully opened in 2022, such as outbound travel from China. The expected recovery in the tourism segment did not materialised as a result but 2023 looks promising as China has recently removed COVID-19 travel restrictions in early 2023. 1&3'03."/$& #: #64*/&44 4&(.&/5 "/% (&0(3"1): 1FSGPSNBODF #Z #VTJOFTT TFHNFOU As indicated earlier, the core business segments of the Group comprise the following:- 1) Transaction Payment Acquisition (“TPA”); 2) Shared Services; and 3) Solution Services. An analysis of the performance of all three business segments are as per below: - Revenue By Business Segment (RM’ million) 2021 14.5 116.7 Solution Services 11.0 130.5 2022 229.0 268.9 TPA Shared Services 360.2 410.4 MANAGEMENT DISCUSSION AND ANALYSIS CONT’D
GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 1&3'03."/$& #: #64*/&44 4&(.&/5 "/% (&0(3"1): (Cont’d) 1FSGPSNBODF #Z #VTJOFTT TFHNFOU (Cont’d) B 5SBOTBDUJPO 1BZNFOU "DRVJTJUJPO i51"w 4FHNFOU The TPA business has two (2) distinct sub-segments, each in a different stage of development. They are: i) e-pay’s direct contractual relationships with merchants to provide Telco prepaid reloads and other top-up facilities as well as bill collection services for consumers (“reload and collection services”) and ii) GHL’s direct contractual relationships with merchants to provide in-store and online card payment and e-wallet payment acceptance (“electronic payment services”). With both sub-segments combined, the TPA business grew 17.4% to RM268.9 million in 2022 (2021 – RM229.0 million), contributing 65.5% of total 2022 revenue (2021 – 63.6%). The electronic payments business is growing at a much faster rate compared to the e-pay business and is complementary to each other. The electronic payments TPA gross revenue grew by 36.1% YoY to RM129.5 million (2021 – RM95.1 million) whereas the e-pay business grew at a lower rate of 4.1% to RM139.5 million in 2022 from RM133.9 million in 2021. There remains considerable untapped opportunity within ASEAN for the migration to cashless transactions, hence the TPA business remains the main driver of growth for the Group in the near term. Each of the two (2) components within the TPA business is described in more detail, as follow: - J F QBZ SFMPBE BOE DPMMFDUJPO TFSWJDFT e-pay is the largest provider of reload and collection services in Malaysia. It has approximately 54,900 acceptance points nationwide, encompassing petrol chains, large convenience store chains and general retail stores. The e-pay brand is well known to consumers who use the service. With over 20 years of experience, e-pay is the market leader in Malaysia within this industry segment. A full year’s comparison of key data between 2022 and 2021 relating to the e-pay business is found in Table 1 below. The transaction payment value by e-pay grew by 13.3% in 2022. The Gross Revenue/Transaction Value declined by 8.1% to 2.53% in the year due to changes in the product mix as well as the merchant mix in which these transactions occurred. 5BCMF F QBZ (All stated in RM'millions unless stated otherwise) 2022 DIBOHF Transaction Payment Value 4,876.2 5,523.6 13.3% Gross Revenue 133.9 139.5 4.1% Gross Revenue/Transaction Payment Value (Note 1) 2.75% 2.53% -8.1% Gross Profit 45.0 44.7 -0.6% Gross Profit/Transaction Payment Value (Note 1) 0.92% 0.81% -12.2% Merchant Footprint - e-pay Only (Thousands) 49.0 54.9 11.9% Note 1 - Gross Revenue or Gross Profit respectively divided by the Transaction Payment Value expressed as a % MANAGEMENT DISCUSSION AND ANALYSIS CONT’D
GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 1&3'03."/$& #: #64*/&44 4&(.&/5 "/% (&0(3"1): (Cont’d) 1FSGPSNBODF #Z #VTJOFTT TFHNFOU (Cont’d) B 5SBOTBDUJPO 1BZNFOU "DRVJTJUJPO i51"w 4FHNFOU (Cont’d) JJ ()- FMFDUSPOJD QBZNFOU TFSWJDFT This electronic payment services business is driven by TPA arrangements with leading domestic banks in the respective markets as well as a leading China e-wallet provider which is expanding into ASEAN. The existing GHL TPA data, as shown in Table 2, comprises the following activities: a) Merchant Discount Rate (“MDR”) revenue sharing arrangements under contracts with merchants and banks in Malaysia, Thailand, and Philippines. b) Merchant Discount Rate (“MDR”) revenue generated from direct contracts with merchants. c) Domestic debit card merchant acquisition. d) E-commerce TPA (“eGHL”). e) e-wallet providers in Malaysia, Thailand and Philippines. A summary of key data relating to the electronic payment business is found in Table 2 below. 2022 transaction value processed grew 12.8% YoY to RM20.7 billion (2021 – RM18.3 billion) with the removal of lockdown restrictions at physical payment touchpoints and easing of cross border travel. 2022 TPV generated revenue of RM129.4 million, a growth of 36.1% YoY (2021 – RM95.1 million). Gross profit was up 26.4% YoY to RM42.9 million (2021 RM34.0 million). The 2022 gross profit/ TPV margin spreads was stable and up slightly from the year before at 21 basis points (2021 – 19 basis points) TPV performance over the coming quarters is expected to improve as borders continue to reopen and economic conditions approach normality. With most SOPs relaxed and businesses open, and consumers returning to retail spending will continue to generate higher TPV. However global concerns around inflation and rising interest rates could impact consumer spending and confidence in the coming quarters. 5BCMF ()- &MFDUSPOJD QBZNFOUT 51" (All stated in RM'millions unless stated otherwise) 2022 DIBOHF Transaction Payment Value 18,337.3 20,677.4 12.8% Gross Revenue 95.1 129.4 36.1% Gross Revenue/Transaction Payment Value (Note 1) 0.52% 0.63% 20.7% Gross Profit 34.0 42.9 26.4% Gross Profit/Transaction Paymennt Value (Note 1) 0.19% 0.21% 12.1% Merchant Footprint - TPA Only (Thousands) 121.9 121.9 0.0% Note 1 - Gross Revenue or Gross Profit respectively divided by the Transaction Payment Value expressed as a %. MANAGEMENT DISCUSSION AND ANALYSIS CONT’D
GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 1&3'03."/$& #: #64*/&44 4&(.&/5 "/% (&0(3"1): (Cont’d) 1FSGPSNBODF #Z #VTJOFTT TFHNFOU (Cont’d) C 4IBSFE 4FSWJDFT 4FHNFOU Shared Services segment revenue grew by 12.1% YoY to RM130.5 million (2021: RM116.7 million), due to higher EDC terminals sales and deployment as the result of relaxation of COVID-19 lockdown measures and improvement in capital expenditure spending by the banking sector in 2022. The Shared Services segment however was also impacted by lower rental and maintenance revenue due to terminal retrievals by banks from its merchants that were affected by the lockdowns. D 4PMVUJPOT 4FSWJDFT 4FHNFOU Solutions Services revenue declined by 24.1% to RM11.0 million (2021: RM14.5 million), due to slower investment spending by customers. This segment historically contributes less than 5% of total group revenue. 1FSGPSNBODF CZ (FPHSBQIJDBM -PDBUJPO Group revenue for 2022 was up 14.0% YoY to RM410.4 million (2021 – RM360.2 million) with growth driven by the TPA segment across all three key markets of Malaysia, Philippines and Thailand. The Shared Services segment was up 11.9% and Solution Services segment was down -24.3% respectively due to lower rental revenue in Malaysia and Philippines and a one-off project revenue for Solution Services recognised in the same period in 2021. Despite the improvement in top-line revenue, the Group’s gross profit margins declined to 34.8% (2021 – 38.9%) due to business pillar, payment type and merchant type mix. Despite the lower GP margin pre-tax profit grew slightly lower of RM40.6 million compared to RM40.7 million in 2021. Net profit after tax and minority interest in 2022 was flat at RM28.3 million compared to the same period last year for 2021 of RM28.2 million and a marginally lower effective tax rate of 30.2% in 2022 (2021 – 30.8%). Malaysia’s operations, which is the largest in the group, contributed 79.2% (2021 – 81.2%) of group revenue and registered a 11.1% YoY growth due to improvements in TPA and Solutions Services with a slight decline of performance in Shared Services. Malaysia was driven by its TPA division as consumers continued to switch to cashless payments. Philippines’ revenue was 16.2% YoY higher at RM55.9 million (2021 – RM48.2 million) driven by better TPA performance but dragged by lower Shared Services due to lower rental/maintenance revenue collected with Solutions Services registered a flat performance. The lockdown situation in the Philippines was eased in line with other countries within ASEAN lead to more consumers returning to the High street. Thailand recorded a strong recovery in revenue of 56.4% to RM28.3 million from RM18.1 million in FY2021 driven strong EDC sales in its Shared services pillar aided by a recovery in TPA transactions. The TPA segment, which grew 84.5% YoY, remained affected by border closures which impacted tourist arrivals and hence the group’s cross border e-wallet segment. Thailand’s TPA revenue has yet to recover to its pre-pandemic 2019 levels and hence have room to grow further in 2023 given that China has relaxed international travel for its citizenry in early 2023. Other countries remain the smallest contributor to group operations at RM1.3 million of group turnover compared to FY2021’s turnover of RM1.5 million. MANAGEMENT DISCUSSION AND ANALYSIS CONT’D
GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 1&3'03."/$& #: #64*/&44 4&(.&/5 "/% (&0(3"1): (Cont’d) 1FSGPSNBODF CZ (FPHSBQIJDBM -PDBUJPO (Cont’d) As at end of December 2022, the group’s payment touchpoints across the region stood at 419,400 points, a 5.4% YoY growth overall whereas TPA touchpoints grew 7.9%. This large merchant touchpoint base has enabled the group to process a TPV of RM26.2 billion in payment transactions (12.9% YoY growth) Revenue By Country (RM mil) 0 50 100 150 200 300 250 350 450 400 360.2 410.4 48.2 55.9 2021 2022 18.1 28.3 1.5 1.3 Philippines Thailand Others Group Malaysia 292.4 324.9 ,/08/ 3*4,4 In the ordinary course of its operations, the Group is exposed to the following risks: a) Merchant Performance Risk – The Group currently contracts directly with merchants on two business models namely as a Payment Facilitator (PF) with Financial and Non-Financial Institutions as well as a Direct Acquirer with the schemes for the provision of electronic payment services. In the event a risk arises in that the merchant default in his obligations to the cardholder or e-wallet holders for any particular sale, then, that sale would be reversed (“or charged-back”) and the sale amount refunded to the cardholder or e-wallet holder. The acquiring institution would execute its rights to then recover the charged-back transaction from the Group which would then seek to recover it from the merchant. The Group could potentially incur a loss if the merchant was no longer in business or otherwise unable to reimburse the Group for the charge-back. The Group has, over the past years, invested significantly to develop and put in place risk management policies, procedures, systems, and risk managers with the requisite experience to monitor merchant performance risk. The Group also implemented specific rules and other forms of controls to the merchants to manage performance risks. These strict controls and Standard Operating Procedures (SOP) have effectively mitigated merchant performance risk, and as of the date of this report, there was negligible exposure arising from this risk. The Group had recorded RM84,873 nett chargeback losses attributable to merchant performance risk in 2022 recorded for Malaysia, Thailand, Philippines and Indonesia. MANAGEMENT DISCUSSION AND ANALYSIS CONT’D
GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 ,/08/ 3*4,4 (Cont’d) b) Operational Risk – In 2022, the Group reported a total of 288 risks of which 258 risks (90%) were classified as minor and moderate risk. The remaining 10% was addressed with adequate and appropriate mitigation strategies to ensure that the residual risk is minimised. Operational risk management, which forms part of the Group’ Enterprise Risk Management Framework, is a continual process applied by the Group in a half yearly cycle that includes risk assessment, risk decision making, and implantation of risk controls, which result in acceptance, mitigation, or avoidance of risks. c) Liquidity Risk – As indicated in Section 2.6, the Group is in a net cash surplus position and therefore has no net gearing. Short term purchases for Telco prepaid top-ups are typically funded with internal generated cash or Bankers Acceptances and are liquidated when these are on-sold to merchants. Longer term EDC terminal purchases are funded with long term bank term loans. The Group plans to fund the planned expansion in the Payment Facilitator (PF) and Direct Acquiring business by commensurately increasing its bank term loans and internal generated cash. Given the Group’s strong cash flow and lack of net gearing, it is well positioned to do so. d) Foreign Currency Risk – EDC terminals are purchased in USD and therefore can expose the Group to foreign currency risk as the Group’s functional currency is in Ringgit Malaysia. The Group minimises its exposure to foreign currency risk by purchasing USD spot at the time of recording the vendor liability. The Group does not hedge against any foreign currency fluctuations in the net asset value of its overseas subsidiaries as these investments are of a long term nature. This would, however, be re-visited should a significant event occur that would cause a permanent diminution in the foreign currency denomination of its overseas subsidiaries. '6563& 13041&$54 2022 improved as easing of COVID lockdown measures enabled more consumption at in-store merchants led to higher TPV and revenue growth. Additionally, the group’s focus on high growth, high margin line of business such as merchant acquiring and the SME lending is expected to contribute to the growth in revenues going forward. Although cross border travel reopened in 2022, the numbers remained cautious and China remained closed throughout 2022, impacting the tourism segment within ASEAN. The good news, however, is that China has reopened its international travel for its citizens in early 2023, and this has led to encouraging improvements for the tourism and travel segments in the markets we operate in. Although the recovery in consumption and activities in 2022 flowed through the group’s operations, there remains concerns in the form of inflation and higher interest rates in the global economies. Geo-political tensions and the ongoing conflict in Europe and the effects of supply chain disruptions in sectors such as electronics, automotive, energy and commodities may impact growth of global economies. Despite the global headwinds, our Group’s diverse range of business pillars, merchant base and geographical mix, should still lead to revenue improvements as more ASEAN consumers increasingly adopt cashless as a mean of conducting their online and in-store transactions. We are cautiously optimistic of improvements in 2023 compared to 2022 where the group recorded a revenue improvement but margins were impacted due to merchant and revenue type mix. The Group remains positive in the long-term potential of the ASEAN e-payments industry and believes the trends of switching to e-payments and cashless channels will continue going forward. %*7*%&/%4 The Board of Directors has declared a single-tier interim dividend of 2.5 sen per ordinary share, amounting to RM28,537,497 in respect of the financial year ended 31 December 2022, which was paid on 28 December 2022, based on the latest number of ordinary shares. MANAGEMENT DISCUSSION AND ANALYSIS CONT’D
GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 "#065 5)& 45"5&.&/5 We proudly present GHL System Berhad’s (“GHL” or ‘the Group”) sixth Sustainability Statement (“Statement”) as our commitment to transparent disclosure of the Group’s sustainability performance. This statement summarises key highlights of our Environmental, Social & Governance (“ESG”) initiatives and is to be read jointly with our second standalone Sustainability Report. The Report provides a comprehensive disclosure from 1 January 2022 to 31 December 2022 (“FY2022”) and is available on our corporate website https://www.ghl.com/. We maintained disclosure on the sustainability initiatives and performance from our ASEAN operations, namely the Group Headquarters in Kuala Lumpur and the following subsidiaries: t ()- .BMBZTJB t ()- 1IJMJQQJOFT t ()- 5IBJMBOE t ()- *OEPOFTJB t ()- "VTUSBMJB As in previous reporting periods, our Sustainability Report has been prepared in accordance with Bursa Malaysia Sustainability Reporting Guide (2nd Edition) and is aligned with the Global Reporting Initiative (“GRI”) Standards. 4645"*/"#*-*5: "1130"$) To better incorporate sustainability in our daily operations, we are following our sustainability framework. Our ESG disclosures are reported according to the four core pillars: Corporate & Business Integrity, Customer Growth, Environmental Excellence and Sustainable Workforce & Community. SUSTAINABILITY STATEMENT
GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 4645"*/"#*-*5: "1130"$) (Cont’d) In FY2022, we formally adopted one additional Sustainable Development Goals (“SDGs”) that reflect the Group’s contribution and commitment to the Sustainable Development Agenda. Therefore now we have five goals that are aligned with our core sustainability pillars and consist of the following: 45",&)0-%&3 &/("(&.&/5 We believe that clear and continuous communication with our stakeholders is crucial to build a robust and trusting partnership. We interact with our key stakeholders through various platforms to keep them abreast of their areas of concerns and interests. &NQMPZFFT -PDBM $PNNVOJUZ 4IBSFIPMEFST .FEJB $VTUPNFST 4VQQMJFST 3FHVMBUPSZ (PWFSONFOU SUSTAINABILITY STATEMENT CONT’D
GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 ,&: 1&3'03."/$& */%*$"5034 For this reporting period, we established four KPIs to measure the Group’s ESG performance and achievements. The KPIs are selected with our core sustainability pillars and will be tracked on an annual basis. 100% of staff to complete annual training on the Anti-Bribery and Corruption Policy To maintain a Net Promoter Score, with a target of above 80% by FY2025 To achieve 50% reduction in carbon emissions by 2030 To conduct 4 Corporate Social Responsibility (”CSR”) programmes throughout reporting period. Customer Growth Environmental Excellence Sustainable Workforce and Community Corporate and Business Integrity Achieved Achieved In-Progress In-Progress 4645"*/"#*-*5: (07&3/"/$& 4536$563& In this reporting period, we have restructured our sustainability governance for better implementation and accountability within the company. Our sustainability leadership consists of four tiers, each with its own role and responsibility as illustrated in the diagram below. Group CEO Responsible for overall implementation and management of GHL’s sustainability performance a Sustainability Working Group Data collection and implementation of ESG initiatives at operational level Sustainability Committee Propose ESG initiatives and provide oversight over current sustainability practices Board of Directors Ultimate accountability for GHL’s Sustainability Strategy SUSTAINABILITY STATEMENT CONT’D
20 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 GHL MATERIALITY ASSESSMENT For this reporting period, GHL identified a total of 19 material sustainability matters, up from 14 in FY2020 as we expand the scope of our sustainability commitments. We also conducted a materiality assessment to identify the prioritisation of these matters, with the matrix illustrated below. In FY2022, material sustainability matters under the Corporate and Business Integrity pillar were ranked ‘Very High’ in the matrix, signifying its importance to GHL. 1. Customer Data Privacy 2. Cyber Security 3. Anti-Money Laundering Policy 4. Anti-Bribery and Corruption Policy 6. Whistleblowing Policy 9. Customer Due Diligence High Importance to GHL’s Business Operations Importance to GHL’s Stakeholders Very High Medium 1 2 4 3 5 7 6 9 8 10 11 14 13 12 15 16 17 18 19 Corporate and Business Integrity 5. Customer Experience 7. Technology and Innovation 8. Product and Service Quality 12. Customer Empowerment Event Customer Growth Environmental Excellence Sustainable Workforce and Community 10. Climate Change 15. Waste Management 19. Water Stewardship 11. Conducive Workplace 13. Talent Attraction and Retention 14. Employee Diversity and Inclusivity 16. Human Capital Development 17. Corporate Social Responsibility 18. Supply Chain Management SUSTAINABILITY STATEMENT CONT’D
GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 ,&: 4645"*/"#*-*5: %*4$-0463&4 We have categorised all material sustainability matters under the four sustainability pillars, and have mapped each to the relevant stakeholder groups adopted SDGs as well as the management approach. 6/ 4%(T .BUFSJBM 4VTUBJOBCJMJUZ .BUUFST ,FZ 4UBLFIPMEFS (SPVQT ,FZ )JHIMJHIUT BOE .BOBHFNFOU "QQSPBDI $PSQPSBUF #VTJOFTT BOE *OUFHSJUZ $VTUPNFS %BUB 1SJWBDZ t $VTUPNFST 1. Periodic review of Privacy Statement with Board oversight and is publicly available to stakeholders. $ZCFS 4FDVSJUZ t 3FHVMBUPST Government 1. Compliance with the Payment Card Industry Security Standards Council (“PCISSC”). 2. Dedicated IT professionals with robust company policies/procedures. 3. Established a comprehensive playbook to identify and handle suspected cyber security threats. "OUJ .POFZ -BVOEFSJOH 1PMJDZ t 3FHVMBUPST Government t 4IBSFIPMEFST Investors 1. Reviewed and updated the Anti-Money Laundering, Anti- Terrorism Financing and Proceeds of Unlawful Activities Policy in 2022. 2. Periodic review of Policy with audits conducted, which did not identify any risk areas or non-compliance. 3. Comprehensive employee training on customer due diligence and detection of suspicious transactions. "OUJ #SJCFSZ BOE $PSSVQUJPO 1PMJDZ t 3FHVMBUPST Government t &NQMPZFFT 1. Review and updated Anti-Bribery and Corruption (“ABC”) Policy in 2022 to ensure alignment with Malaysian Anti-Corruption Commission (“MACC”). 2. Annual training on ABC Policy, with additional MACC training for GHL Malaysia employees. 3. Group-wide on-boarding assessment, with zero operational areas identified as high risk and zero incidents of corruption recorded. 8IJTUMFCMPXJOH 1PMJDZ t &NQMPZFFT 1. Review and updated the Whistleblowing Policy in 2022, with translations available in the respective language of GHL’s respective country of operations. 2. Received 5 reports through the whistleblowing channel in FY2022, which we have since investigated and action has been taken accordingly. $VTUPNFS %VF %JMJHFODF t $VTUPNFST 1. Established a Know-Your-Customer customer due diligence (“CDD”) procedure for customer identification and background check. 2. Conducted a review of the CDD process which uncovered a potential risk area that was amended promptly. SUSTAINABILITY STATEMENT CONT’D
22 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 ,&: 4645"*/"#*-*5: %*4$-0463&4 (Cont’d) 6/ 4%(T .BUFSJBM 4VTUBJOBCJMJUZ .BUUFST ,FZ 4UBLFIPMEFS (SPVQT ,FZ )JHIMJHIUT BOE .BOBHFNFOU "QQSPBDI $VTUPNFS (SPXUI $VTUPNFS &YQFSJFODF t $VTUPNFST 1. Upgraded the Merchant Portal services with dashboard enhancements to improve user experience. 2. Maintained the Net Promoter Score to gauge customer satisfaction. 3. Engagement of new customers through monthly Welcome Calls and provision of a Terminal User Guide. 5FDIOPMPHZ BOE *OOPWBUJPO t $VTUPNFST 1. Launch of Digital Lending to enable small and medium enterprise transition from traditional cash transactions. 1SPEVDU BOE 4FSWJDF 2VBMJUZ t $VTUPNFST 1. Regular review of merchant experience to inform GHL service quality monitoring. 2. Monthly Service-Level Agreements (“SLA”) Reports for banks to communicate GHL’s progress against terminal fault calls. $VTUPNFS &NQPXFSNFOU &WFOU t $VTUPNFST t .FEJB 1. Key study case for the Chartered Financial Analyst (“CFA”) Research Institute to present an overview of Group’s operations, contribution and achievements in the cashless ecosystem. 2. Participated in Singapore ESG Summit – Future Roadmap for Net-Zero in Singapore. 3. CEO Malaysia, Kevin Lee’s speech in Gartner and ADVANCE.AI’s Strategic Advisory Session sharing on how financial inclusion and digitisation helps to simplify access to micro merchant loans. 4VTUBJOBCMF 8PSLGPSDF BOE $PNNVOJUZ &NQMPZFF %JWFSTJUZ BOE *ODMVTJWJUZ t &NQMPZFFT 1. Diversity and inclusion training programme embedded into onboarding programme for new hires. 2. GHL Malaysia organised a Ramadhan Iftar Food in spirit of Hari Raya 3. Zero incidents of discrimination recorded at GHL. $POEVDJWF 8PSLQMBDF t &NQMPZFFT 1. Review and update of for the Labour & Human Rights Policy 2. Regular Townhall sessions for employees to voice any grievances in the workplace. 3. Comprehensive workplace policy and guideline to curb COVID-19 infections. 4. Curated workshops for GHL Wellness Month to promote physical and mental care amongst employees. 5. Implementation of the Group Occupational Health Safety And Environment Policy SUSTAINABILITY STATEMENT CONT’D
23 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 ,&: 4645"*/"#*-*5: %*4$-0463&4 (Cont’d) 6/ 4%(T .BUFSJBM 4VTUBJOBCJMJUZ .BUUFST ,FZ 4UBLFIPMEFS (SPVQT ,FZ )JHIMJHIUT BOE .BOBHFNFOU "QQSPBDI 4VTUBJOBCMF 8PSLGPSDF BOE $PNNVOJUZ 5BMFOU "UUSBDUJPO BOE 3FUFOUJPO t &NQMPZFFT 1. Emphasis on meritocracy during the recruitment and promotion process as outlined in the Gender Diversity Policy. 2. Fair remuneration to all employees in compliance with relevant local regulations. 3. Competitive employee benefits maintained from FY2020. 4. Participated in Career Exploration Day - Bridging the Gap between Industrial Expectation and Talents that was held in Sunway University )VNBO $BQJUBM %FWFMPQNFOU t &NQMPZFFT 1. Maintained the High Potential (“HIPO”) Programme to support the growth of talent staff for leadership positions. 2. Internship opportunities for fresh university graduates. 3. A total of 9078 training hours across the Group, amounting to an average of 9.5 hours per employee. 4VQQMZ $IBJO .BOBHFNFOU t 4VQQMJFST 1. Continuous monitoring and planning by the Group to minimise disruption with supply chain partners. 2. Annual assessment of Group’s suppliers, with criteria and expectations appended in contracts. 3. Commence engangement with supplier for scope 3 carbon emission. $PSQPSBUF 4PDJBM 3FTQPOTJCJMJUZ t -PDBM Community t &NQMPZFFT t .FEJB 1. Programme called “Box of Happiness” focused on raising donation drive to support for local non-governmental organisations (“NGO”) for refugees, orphanages, old folks home and local indigenous community SUSTAINABILITY STATEMENT CONT’D
24 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 ,&: 4645"*/"#*-*5: %*4$-0463&4 (Cont’d) 6/ 4%(T .BUFSJBM 4VTUBJOBCJMJUZ .BUUFST ,FZ 4UBLFIPMEFS (SPVQT ,FZ )JHIMJHIUT BOE .BOBHFNFOU "QQSPBDI &OWJSPONFOUBM &YDFMMFODF $MJNBUF $IBOHF t 3FHVMBUPST Government t 4IBSFIPMEFST Investors 1. Continue periodic review of Climate Change & Risk Policy. 2. Continue monitoring of climate risk through the GHL Crisis Management Strategy Policy. 3. Continue collaboration with the CEO Action Network (“CAN”) to advocate for affirmative climate action amongst business leaders. 4. Continue transition and migration from onpremise data centres to cloud computing via Amazon Web Services as it is more energy efficient and sources renewable energy. 5. Usage of renewable energy through the photovoltaic solar panels on the headquarter office building. 8BTUF .BOBHFNFOU t 3FHVMBUPST Government t -PDBM Community 1. Amount of waste generated was negligible due to work-from-home arrangements. 2. Collaborated with TrashCycle for proper waste management through creating awareness among the employees in the collection of plastic wastes. 3. Electronic waste from obsolete terminals is disposed by specialised waste authority according to national regulation and industry best practices. 8BUFS 4UFXBSETIJQ t -PDBM Community 1. Group’s water related risks in water-scarce region such as Australia is deemed negligible due to minimal size of its operations. 2. Total water consumption amounted to 2535 m3, a slight increase compared to FY2021 due to staff returning to office post pandemic. 1BSUOFSTIJQ GPS UIF (PBMT 1BSUOFSTIJQT t 1SJWBUF BOE public bodies 1. Active collaborative work with CEO Action Network (CAN) in accelerating sustainable business practices in Malaysia 2. Collaboration with CSO-SDG Alliance Event: Partnership for the Goals Note: More detailed disclosure of GHL’s management approach is available in our Sustainability Report 2022. $0/$-64*0/ We have made significant strides integrating ESG in the Group’s business strategy through the establishment of our Sustainability Framework. Our sustainability framework demonstrates the interconnectedness of our four sustainability pillars, supported by our reporting practices, initiatives, targets and a culture of shared accountability to better reflect the company’s key focus areas and priorities. Our sustainability effort and commitment which started in 2021 has now bear fruit with our inclusion into the FTSE4Good Bursa Malaysia (F4GBM) and FTSE4Good Bursa Malaysia Shariah (F4GBMS) indices at the end of December 2022. Moving forward, we will continue strengthening our sustainability commitments and continue to intergrate the ESG metrics into our Company. SUSTAINABILITY STATEMENT CONT’D
25 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 Mr. Mohamed Rashdi was appointed as the Independent Non-Executive Chairman of the Company on 1 June 2022. Mr. Mohamed Rashdi has over 30 years working experience in both industry and consulting. He graduated with a B.Sc (Hons) Degree in Computation from the University of Manchester Institute of Science and Technology (UMIST) and started his career with Jabatan Telekom Malaysia. Subsequently, he led the IT services division of a major telecommunications company before moving into consulting, becoming Partner at a Big Four Consulting Firm as well as Partner in Charge of the Public Sector in a leading International IT Company. As a Management and IT Consultant, Mr. Mohamed Rashdi has led assignments in IT Strategic Planning, Systems Implementation, Project Management, Operations Review and Business Process Improvement. His clients comprised large corporations and government agencies across a range of sectors such as telecommunications, oil & gas, transport, financial services as well as the federal government. He has served as an independent non-executive director in a number of companies in the financial services, government and private sectors. He is currently Chairman of Tune Insurance Malaysia Berhad and sits on the Board of Directors of Tune Protect Group Berhad, BOS Wealth Management Malaysia Berhad and the Board of Trustees of Yayasan Siti Sapura Husin. He attended three (3) out of three (3) Board Meetings held during the financial year ended 31 December 2022 since his appointment on 1 June 2022. DIRECTORS’ PROFILE .0)".&% 3"4)%* #*/ .0)".&% ()";"--* Independent Non-Executive Chairman Malaysian, Age 66, Male
26 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 Mr. Loh Wee Hian, Simon, was appointed as Non-Independent Non-Executive Director on 28 December 2010. On 18 January 2011, he was designated as Non-Independent Non-Executive Chairman, and subsequently to Executive Chairman on 3 March 2011. On 1 September 2012, Simon was designated as Executive Vice Chairman, a position that he holds at present. Simon started his entrepreneurship in the telecommunications industry. He successfully secured the master distributor licence for Ericsson mobile phones for Malaysia in 1989 through Telemas Corporation, a company that he founded and controlled. As the market for mobile phone distribution matured, Simon ventured out in 1999 and co-founded e-pay (M) Sdn. Bhd. (“e-pay”), a company that provides electronic top-ups for prepaid mobile phones and bill payments. In the ensuing years, e-pay became a leading electronic top-up processor in South East Asia and subsequently became the largest prepaid top-up network in Malaysia. In 2006, e-pay was listed on the Australian Stock Exchange (ASX) and Simon became its Executive Chairman. Simon was instrumental in merging GHL and e-pay in 2013, and has since created significant shareholder value. In recognition of his contributions in the technology sector, he won the prestigious Ernst & Young Entrepreneur of The Year Malaysia Award under the Technology Category in 2006. Aside from pursuing his entrepreneurship career, he is one of the founding members of the Young Entrepreneurs Organization Malaysia Chapter, a global, non-profit educational organization for business owners to develop themselves and grow globally. He does not hold any other directorship in public companies and listed issuers in Malaysia other than the Company. He attended all seven (7) Board Meetings held during the financial year ended 31 December 2022. DIRECTORS’ PROFILE CONT’D -0) 8&& )*"/ 4*.0/ Executive Vice Chairman Malaysian, Age 61, Male
27 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 Dato’ Chan Choy Lin, Carol (known as Dato’ Carol Chan) was appointed to the Board as an Independent Non- Executive Director of the Company on 25 June 2018. She is the Chairman of the Audit and Risk Committee and was designated as Chairman of the Nomination and Remuneration Committee on 18 February 2022. Dato’ Carol Chan is a Chartered Accountant of the Malaysian Institute of Accountants and a Certified Public Accountant of the Malaysian Institute of Certified Public Accountants. Dato’ Carol Chan began her accountancy training in 1979 with a reputable accounting firm and left KPMG in 1984 for the corporate sector, where she gained most of her experience with large public listed companies. She has more than 30 years’ experience with public listed companies engaged in the businesses of banking and insurance, automotive manufacturing and distribution, trading and services, property development and construction, plantation, hospitality and education. Dato’ Carol Chan’s senior management experience covers the areas of mergers,acquisitions and divestments, finance and treasury, corporate secretarial and legal, including corporate governance, risk management, internal controls and corporate social responsibilities. Over the years, Dato’ Carol Chan has held several key management positions, was a key member of various group committees and also served as a nominee director on the boards of various group companies of a public listed conglomerate. Dato’ Carol Chan is also an Independent Non-Executive Director of Ann Joo Resources Berhad, APM Automotive Holdings Berhad and The Pacific Insurance Berhad. She attended all seven (7) Board Meetings held during the financial year ended 31 December 2022. %"50 $)"/ $)0: -*/ $"30Independent Non-Executive Director Malaysian, Age 66, Female DIRECTORS’ PROFILE CONT’D
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