Corporate Governance

The Board of Directors recognises and subscribes to the importance of the principles and recommendations set out in the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”), the Corporate Governance Guide (2nd Edition) as well as the relevant provisions of Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Bursa Securities Main Market Listing Requirements”). The Board believes that sound corporate governance practices are essential for delivering sustainable value, enhancing business integrity, maintaining investors’ confidence and achieving the Group’s corporate objectives and vision. The Board remains committed in ensuring the highest standard of corporate governance throughout the Group.

The Board of Directors of the Company is pleased to report to shareholders on the manner in which the Group has applied the key principles of good governance and the extent to which it has observed the best practices as set out in MCCG 2012. Where there are gaps in the Company’s observation of any of the recommendations, the necessary explanations were disclosed.

ESTABLISH CLEAR ROLES AND RESPONSIBILITIES

Clear functions of the Board and Management

The Board is responsible for the overall corporate governance of the Group, including its strategic direction, establishing goals for management, monitoring the achievement of these goals and overseeing the investments of the Group. The Board formulates the strategic plans, deliberating and directing the strategic plans and policies and strategic allocation of the Group’s resources to align with the overall objectives of the Group. The Board oversees and monitors relevant ethical conducts and regulatory compliance as well as questions the management on certain key areas based on information provided.

The Board delegated specific powers and responsibilities to the Board Committees in discharging its responsibilities and fiduciary duties and to assist the Board to oversee the business affairs of the Group. Each Board Committee operates within their clearly defined terms of reference. Any material and important proposals that will significantly affect the policies, strategies, directions and assets of the Group will be subject to the Board’s approval. None of the individual Board members has unfettered power of decision.

The Executive Committee (“Exco”) which is chaired by the Group Managing Director, and consists of certain Board members and senior management of the Company, reviews the annual business plan and performance of the Group, and is authorised to transact business transactions within its limits. These include a review and assessment of the strategic position of the Group, setting out short term and long term plans, overseeing the business operations, formulate policies and evaluating whether these are being properly and effectively managed.

Certain management committees are in place to carry out the general day-to-day management of the Group under the direct authority of the Group Managing Director. The Board will communicate with management to discuss any matters that may have material impact on the Group’s performance as a whole, including reviewing the actions taken by the management periodically.

Clear Roles and Responsibilities of the Board

The primary role of the Board is to provide effective governance over the Group’s affairs to ensure the interests of shareholders are protected and the confidence of the investors are maintained whilst having regard for the interests of all stakeholders including customers, employees, suppliers and local communities. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Board’s key responsibilities are to:

Code of Conduct (“the Code”) 

The Board adopted the Code to address matters relevant to the Company’s legal obligations as well as other obligations to its stakeholders. The Code sets out obligations that Directors, officers and employees are expected to behave when performing their duties which include but not limited to the following:

Any employee who knows of, or suspects a violation of the Code, is encouraged to whistle-blow or report their concerns as provided by the Whistle-Blowing Policy.

The Code will be reviewed and updated regularly to meet SEGi’s needs and to address the changing conditions of the Company. The Code is available on the Company’s website.

Whistle-Blowing Policy 

The Group has a whistle-blowing policy to provide employees with an accessible avenue to report in good faith of any suspected wrongdoing which includes suspected fraud, misappropriation of assets, criminal breach of trust, corruption, questionable or improper accounting records, misuse of confidential information and acts or omissions which are deemed to be against the interest of the Company, laws, regulations or public policies.

Employees are encouraged to report any misfeasance by any persons in the workplace to the appropriate parties within the Group. Proper investigations on all allegations or reports from within and outside the Group will be carried out to ensure that all concerns received are appropriately accounted for and reported to the right channel.

Should the employees still have concerns after the investigation(s) or if the employees feel the matter is so serious that it cannot be discussed with the parties concerned, they are able to bring their concerns to Dato’ Amos Siew Boon Yeong, the Senior Independent Non-Executive Director.

The summary of the whistle-blowing policy is available on the Company’s website.

Promoting Sustainability 

The Board recognises the importance of sustainability and its increasing impact to the business. SEGi believes that the principles of and actions to promote sustainability should be embedded across the Group in all aspects of the Group’s operations and other activities. The impact on environment, social and governance aspects should be taken into consideration in conducting the business. The Board takes keen interest to ensure that the Group is in compliance with statutory regulations on safety and occupational health, and to promote environmentally friendly policies throughout the Group. Our policy and our commitment to sustainability is found in our Sustainability Policy which is available on the Company’s website.

The Group focuses on giving back to the community by supporting projects that have a positive impact on society as a whole as well as those who are in need. The Group believes that provision of training and education is crucial in nurturing future leaders and instilling them with strong moral and ethical values. SEGi has been offering high value programmes that meet industry and market needs, in producing highly sought after graduates.

The Board is committed to the welfare of its employees by providing them with a safe working place. Relevant training programmes to equip them with the necessary skills and to keep abreast with the new developments and knowledge in order to improve their performance are also provided for the employees.

The Board also believes that effective corporate responsibility is of benefit to its businesses and, in turn, to its shareholders. The Group has actively integrated corporate responsibility initiatives as part of our business operations. The Group’s corporate responsibility initiatives are explained in our Corporate Responsibility section in the annual report.

Corporate Integrity Pledge 

The Board recognises the Anti-Corruption Principles for Corporations in Malaysia and is committed to promote integrity, transparency and good governance in all aspects of its operations.

SEGi believes that the best interests of the Company and long-term value to shareholders will ultimately be preserved by conducting business free from corruption and in accordance with the highest principles of integrity.

The management of SEGi has demonstrated their commitment towards creating a business environment that is fair and transparent, and to strengthen the unity amongst the employees in The SEGi Pledge.

Access to Information and Advice 

The Board recognises that the decision-making process is highly dependent on the quality of information furnished. At SEGi, every Director has access to all information within the Group.

Board meetings are structured with a pre-set agenda, whereby prior to each Board meeting, all Directors are provided with Board materials containing information relevant to the business of the meeting, at least five (5) days prior to the meeting, to ensure deliberations at the meeting are focused and constructive, and to facilitate decision making. Management team and external advisers, if necessary, are invited to attend meetings to provide insights and professional views, advice and explanation on specific items on the meeting agenda. Directors are allowed to either participate in person or through other communication channels, such as via tele-conferencing.

The Board has unrestricted access to all information pertaining to the Group’s affairs and the services of the Company Secretaries. If necessary, the Directors are at liberty to seek independent professional advice on matters relating to the fulfilment of their roles and responsibilities at the Company’s expense to enable them to discharge their duties effectively.

Company Secretaries 

The Company Secretaries advise and support the Board on matters in relation to corporate governance, compliance with laws, rules, procedures and regulatory requirements. The Company Secretaries are responsible to the Board for the administration of the Board and in ensuring that the Board carries out its roles and responsibilities in accordance with the Company’s Constitution (formerly known as Articles of Association), corporate policies and procedures as well as the applicable laws and regulations.

The Board recognises that the Company Secretaries are suitably qualified and capable of carrying out the duties required. The Board is satisfied with the services and support rendered by the Company Secretaries in discharging their functions and duties.

The Company Secretaries attend the Board and Board Committee meetings and ensure all meetings are properly convened, and the records of proceedings are duly recorded and maintained in the statutory registers of the Company. The Board is updated by the Company Secretaries on matters requiring follow up or implementation.

Board Charter 

The Board adopted its Board Charter in 2012 to set out the roles, functions and composition of the Board and to ensure that all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members.

The Board Charter would act as a source reference and primary induction literature, providing insights to prospective Board members and senior management. It will also assist the Board in the assessment of its own performance and that of its individual members.

The Board Charter will be reviewed periodically and updated in accordance with the needs of the Company and any new regulations that may have an impact on the Board’s responsibilities. The Board has reviewed the Board Charter on 6th April 2017 for adequacy and completeness. The Board Charter is available on the Company’s website.

STRENGTHEN COMPOSITION 

Board Composition 

The Board, led by an Independent Non-Executive Chairman, is currently made up of eight members, of whom three (3) are Independent Non-Executive Directors, two (2) are NonIndependent Non-Executive Director and three (3) are Executive Directors. The Board members comprise high calibre individuals who are professionals in their respective fields. They, with their different backgrounds and specialisations, collectively bring with them a wide range of experience and expertise primarily in legal, business, financial and academic fields. The mixture of skills and experience is vital to add value in governing the strategic directions of the Group and ensuring the Group continues to be a competitive leader in the education industry. A brief profile of each Director is presented on pages 6 to 13.

The Executive Directors have direct responsibilities for business operations and performance. The presence of Independent NonExecutive Directors fulfils a pivotal role in corporate accountability. Although all the Directors have equal responsibilities for the Group’s operations, the roles of these Independent Non-Executive Directors are important. They provide independent and objective views, advice and judgement on issues of strategy, business performance and controls. The Independent Non-Executive Directors also act as a check and balance for the Executive Directors and ensure that matters pertaining to strategies, performance and resource allocations proposed by the management are objectively evaluated. The Independent NonExecutive Directors always take account of the interests of the Group, shareholder and communities in which the Group conducts business as well as the public at large.

The Board is committed to the following principles when determining its composition:

The Board reviews the composition and size of its Board from time to time to ensure they meet the above Principles.

Board Committees 

The Board assumes responsibility for effective stewardship and control of the Group. It delegates certain responsibilities to the Board Committees as described below with clearly defined terms of reference and the Board receives reports of their proceedings and deliberations. Where committees have no authority to make decisions on matters reserved for the Board, recommendations would be highlighted for the Board’s approval. The chairmen of the various committees report the outcome of the committee meetings to the Board, and the minutes of the various committees are enclosed in the board papers at the following Board meetings

Nominating Committee

The Nominating Committee is entrusted with the specific task of identifying and recommending new nominees to the Board. The Board has the final decision on appointments after considering the recommendations of the committee.

The committee assesses the candidate(s) based on his/her character, experience, competencies, integrity, time commitment and contribution. The nominees are expected to confirm and undertake that they will have sufficient time to meet the Board’s expectations and will notify the Chairman before accepting any new directorship or taking up additional roles.

In the case of candidate(s) being considered for the position of independent director, the committee will ensure that such potential candidate(s) has/have the ability to discharge such responsibilities/functions as expected from independent non-executive directors. Amongst others, the potential candidate(s) must fulfil the criteria as prescribed by Bursa Securities Main Market Listing Requirements and be able to give independent and objective judgement to the Board.

The process of identifying and nominating new candidate(s) for appointment entails the following steps:

Stage 1 : Identification of candidate(s)
Stage 2 : Evaluation of suitability of candidate(s)
Stage 3 : Recommendation to the Board for approval.

The proposal for new appointment(s) including those proposed by the major shareholders and other Board members, will be tabled for assessment and evaluation before the committee recommends to the Board for approval.

The Company Secretaries ensure that all appointments are properly made and all necessary information is obtained from the Directors, both for the Company’s own records and for the purposes of meeting statutory obligations, as well as obligations arising from the Bursa Securities Main Market Listing Requirements and other regulatory requirements. The committee periodically examines the effectiveness of its present size in discharging its duties.

The Nominating Committee conducts annual assessment of the Board in respect of their skills, experience, contributions and other qualities including core competencies, as well as of its Independent Directors to assess whether the Independent Non-Executive Directors are able to discharge their duties with unbiased and independent judgement.

In respect of the financial year under review, the committee conducted a self-appraisal by the Directors to evaluate the Directors based on the following:

  1. on the effectiveness of the Board and its Committees as a whole based on specific criteria, covering areas such as Board structure and operation, the required mix of skills and experience of the Directors and Board Committees, principal responsibilities of the Board and Board Committees, size of non-executive participation and Board governance; and
  2. on the contributions of individual Director and Committee member based on specific criteria, including contributions to deliberations, role and duties, knowledge, expertise, integrity, time commitment, independence and training programmes attended.

The overall rating was satisfactory and the committee was satisfied that:

  1. the size of the Board is optimum and that there is appropriate mix of knowledge, skills, attributes and core competencies in the composition of the Board;
  2. the composition of the Audit Committee was satisfactory and the members have sufficient and relevant expertise in fulfilling their roles and responsibilities; and
  3. the Board consists of a good balance of independent directors and the directors are capable to resolve potential areas of conflicts that may impair the independence of the independent directors

The committee also evaluated the changes on certain Board committees to strengthen the effectiveness of the Board. The changes were recommended to the Board for approval and it was duly adopted by the Board.

The committee also reviewed and recommended to the Board the tabling of the resolutions for the re-election and reappointment of the Directors retiring at the Company’s annual general meeting.

The Nominating Committee comprises exclusively Non-Executive Directors, as follows:

Tan Sri Dato’ Seri Megat Najmuddin bin Dato’ Seri Dr. Haji Megat Khas                              
Independent Non-Executive Director  – Chairman
Goh Leng Chua
Independent Non-Executive Director  – Member
Edwin Fua Chye Jin
Non-Independent Non-Executive Director –  Member

The Board noted that whilst the Bursa Securities Main Market Listing Requirements did not prescribe the chairmanship for the Nominating Committee, the Nominating Committee should be chaired by a Senior Independent Director, pursuant to the recommendation of the MCCG 2012. The Nominating Committee of the Company is not chaired by the Senior Independent Director. However, the Board is satisfied that Tan Sri Dato’ Seri Megat Najmuddin bin Dato’ Seri Dr. Haji Megat Khas is capable to be the Chairman of the Nominating Committee and the committee is able to discharge its duties effectively through a formal and transparent process, in compliance with applicable law and regulations and high standards of corporate governance.

The committee met twice during the year under review.

Remuneration Committee

The Remuneration Committee is responsible for developing the remuneration policy framework and to make recommendations to the Board on the remuneration packages of the Directors. The remuneration policy is designed to support key business strategies and create a strong, performance-orientated environment. The objective of the policy is to attract, motivate and retain Directors and talents of calibre needed for the achievement of the Company’s strategic objectives. The remunerations of the Executive Directors are structured so as to link rewards to their performances. The Non-Executive Directors are paid annual fees for their contributions to the Company.

The Executive Directors do not participate in decisions relating to their remuneration. The Board as a whole determines the remuneration of the Directors. The individual concern abstains from participating in decisions in respect of his/her individual remuneration.

The Remuneration Committee carried out an annual review of the Directors’ remuneration whereupon recommendations were submitted to the Board for approval. The Remuneration Committee will ensure the Directors’ remuneration packages are aligned with the Group’s business strategy and long term objectives.

During the financial year under review, the committee reviewed and recommended the remunerations of the Executive Directors to the Board for its approval. The committee further recommended the Non-Executive Directors’ fees to the Board for shareholders’ approval at the Company’s forthcoming annual general meeting.

The Remuneration Committee consists of a majority of NonExecutive Directors, as follows:

Tan Sri Dato’ Seri Megat Najmuddin bin Dato’ Seri Dr. Haji Megat Khas               
Independent Non-Executive Director    – Chairman
Tan Sri Clement Hii Chii Kok
Group Managing Director    – Member
Nicholas Rupert Heylett Bloy
Non-Independent Non-Executive Director    – Member

The committee met once during the year under review.

Executive Committee (“Exco”)

The objective of the Exco is to review prior month’s financial performance and other opportunities and threats arising from that particular month. The Exco reports to the Board and is authorised to transact business activities of the Group subject to certain limitations set out in the terms of reference.

The Exco members shall consist of no less than three members of the Board. The Exco comprises the following:

Tan Sri Clement Hii Chii Kok                                                 
Group Managing Director
 – Chairman
Datuk Mohamed Azahari Bin Mohamed Kamil
Executive Director/Group President
 – Member
Hew Moi Lan
Executive Director/Group Chief Executive Officer
 – Member
Edwin Fua Chye Jin
Non-Independent Non-Executive Director
 – Member

The associate members of the Exco comprise certain senior management of the Group and representatives from a major shareholder. Heads of corporate departments and other representatives of the major shareholder may be called or invited to attend as and when required.

The committee met eleven times during the year under review.

•Succession Planning Programme

The Exco set up a Succession Planning Committee (“SPC”) in 2013 to oversee the strategy and governance of succession planning. The members of the SPC consists of Executive Directors, a Non-Executive Director and certain members of the Senior Management. The scope of the SPC covers positions across all section but focusses particularly on critical key positions of the Group.

During the year, the first batch of employees successfully completed the programme, many of whom have been promoted to senior positions.

Audit Committee

The Audit Committee assists the Board in discharging its duty in maintaining a sound internal control system and in fulfilling its fiduciary responsibilities particularly in financial accounting and reporting to safeguard the shareholders’ investment and the Company’s assets.

The terms of reference of the Audit Committee can be viewed at the Company’s website and further information on the Audit Committee are set out in the Report of the Audit Committee.

• Risk Management Committee

The Risk Management Committee is established to oversee the implementation of the risk management system in the Group. The committee reports directly to the Board and assists the Board in overseeing the risk management processes of the Group.

The key components of the risk management and internal control system are set out in the Statement on Risk Management and Internal Control.

The Risk Management Committee consists of the following members:

Dato’ Amos Siew Boon Yeong
Independent Non-Executive Director    – Chairman
Datuk Mohamed Azahari Bin Mohamed Kamil 
Executive Director/Group President    – Member
Hew Moi Lan
Executive Director/Group Chief Executive Office    – Member
Edwin Fua Chye Jin
Non-Independent Non-Executive Director    – Member

The Group recognises that risk is an integral and unavoidable component of its business and is committed to managing all risks in a proactive and effective manner. The Risk Management Committee is assisted by the RMC Working Committee.

The RMC Working Committee, comprising the heads from various business units and corporate departments, was formed to identify, evaluate and manage risks that affect the operations and performance of the Group. The principal risks identified will then be highlighted in the Risk Management Committee meetings and Board meetings. Appropriate actions were proposed and implemented to mitigate the risks to an acceptable level.

The Risk Management Committee met twice during the year under review.

• LTIP Committee

The LTIP Committee was set up on 21 May 2014 to administer the Long Term Incentive Plan (“LTIP” or “the Scheme”) in accordance with the By-Laws of the Scheme which were approved by the shareholders of the Company on 18 June 2014.

The LTIP serves to attract, retain, motivate and reward valuable employees and Executive Directors of SEGi Group through the award of ordinary shares in SEGi (“SEGi Share(s)”) or the rights to subscribe for SEGi Shares as determined by the LTIP Committee. No options or shares were being granted during the year under review.

The LTIP Committee consists of the following members:

Tan Sri Clement Hii Chii Kok
Group Managing Director      – Chairman
Edwin Fua Chye Jin
Non-Independent Non-Executive Director      – Member

Election and Re-election

In accordance with the Constitution (formerly known as the Articles of Association) of the Company, all Directors who are appointed by the Board are subject to retirement and eligible for election by shareholders at the annual general meeting following their appointment. The remaining Directors will retire at regular intervals by rotation at least once every three years and shall be eligible for re-election.

Diversities in Gender, Ethnicity and Age

The Board is supportive of diversities in gender, ethnicity and age as it believes that there are benefits in having a diverse Board and workforce as it will improve board functioning and decision making processes.

The Board currently has representatives from both male and female genders and also a mix of ethnicities, age and competencies. The Board believes that its membership is selected based on each candidate’s skills, experience, core competencies and other qualities, regardless of gender. The Board endeavours to ensure that gender, ethnicity and age diversity will be taken into consideration in nominating and selecting prospective Director(s) to be appointed on the Board, even though it does not have a formalised policy on board diversity.

Directors’ Remuneration

The details of the remuneration for the Directors of the Company for the year under review are as follows:

1. Aggregate remuneration of Executive and Non-Executive Directors

[1]

2. Aggregate remuneration of Directors in respective bands of RM50,000

[2]

REINFORCE INDEPENDENCE

Annual Assessment of Independence and Tenure of Independent Directors

The Board assesses the independence of the Independent Directors on an annual basis. The Board is aware of the recommended tenure of an Independent Director which should not exceed a cumulative or consecutive term of a total of nine years as per the recommendation of the MCCG 2012. However, the Board is of the opinion that the ability of a Director is very much a function of his calibre, qualification, experience and personal qualities, particularly of his integrity and objectivity, regardless of his tenure as an Independent Non-Executive Director.

In respect of the financial year under review, the self-assessment checklist for Independent Directors indicated that the Board consists of a good balance of Independent Directors and the Directors are capable to resolve those potential areas of conflicts that may impair the independence of the Independent Directors. The Independent Directors consistently provided objective and constructive feedback during the Board meetings and challenged the management with their valuable viewpoints and experiences. The Independent Directors did not compromise their independent status and ability to act in the best interest of the Group.

Notwithstanding that Tan Sri Dato’ Seri Megat Najmuddin Bin Dato’ Seri Dr. Haji Megat Khas and Dato’ Amos Siew Boon Yeong served the Company as Independent Directors for more than nine years,

The Board, based on the review and recommendations made by the Nominating Committee, is satisfied with them as Independent Directors of the Company. The Board recommends their retention as Independent Non-Executive Directors based on the reasons enumerated above and will seek shareholders’ approvals at the forthcoming AGM for their retention as Independent Directors.

Separation of positions of the Chairman and Managing Director 

The strong independent element of the Board has ensured a balance of power and authority. The clear division of roles and responsibilities of the Chairman and Group Managing Director has further enhanced the existing balance of power and authority.

The Chairman, Tan Sri Dato’ Seri Megat Najmuddin Bin Dato’ Seri Dr. Haji Megat Khas, is an Independent Non-Executive Director. He responsible for ensuring Board’s effectiveness and conduct whilst the Group Managing Director, Tan Sri Clement Hii Chii Kok, has overall responsibility for the operating units, organisational effectiveness and implementation of Board’s policies and decisions

The Board therefore believes that balance of power and authority exist within its current structure to sufficiently enable it to discharge its duties objectively

FOSTER COMMITMENT 

Time Commitment 

The Directors observe the recommendations of the MCCG 2012 that they are required to notify the Chairman before accepting any new directorship and to indicate the time expected to be spent on the new appointment.

The Board with the assistance from the Company Secretaries would draw a proposed timetable for the Board and Board Committees meetings, including AGM, to be held in the next calendar year, to ease the Directors in planning their attendances at the Board and Board Committees meetings.

The Board meets on a scheduled basis, at least once every quarter with additional meetings held as and when urgent issues arise and important decisions are required to be made between the scheduled quarterly meetings. The Board has a formal schedule of matters reserved to it for decision, including the approval of annual and quarterly results, major acquisitions and disposals, material contracts or agreements, major capital expenditures, major decisions affecting business operations and performance of the Group. All Board members carry an independent judgement when deliberating matters concerning the Group including strategy, operations, performance, finance, resources and standard of conduct.

Senior management staff and/or external advisors may be invited to attend the Board meetings to advise the Board on issues under their respective purview.

The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities. During the year ended 31 December 2016, five meetings were held. A summary of attendance for each of the Board of Directors are as follows:

Tan Sri Dato’ Seri Megat Najmuddin bin  Dato’ Seri Dr. Haji Megat Khas  5 out of 5
Tan Sri Clement Hii Chii Kok  5 out of 5
Datuk Mohamed Azahari Bin Mohamed Kamil (appointed on 24 May 2016)  2 out of 2
Hew Moi Lan  5 out of 5
Dato’ Sri Chee Hong Leong (retired on 24 May 2016)  2 out of 2
Nicholas Rupert Heylett Bloy  3 out of 5
Dato’ Amos Siew Boon Yeong  5 out of 5
Goh Leng Chua  5 out of 5
Edwin Fua Chye Jin  5 out of 5

The Directors will also ensure that they must not hold directorships at more than five public listed companies to ensure that their commitment, resources and time are more focused to enable them to discharge their duties effectively.

Training and Development of Directors

Mandatory Accreditation Programme will be organised for newly appointed Directors, if necessary. The Directors who have completed the Mandatory Accreditation Programme continuously attend various training programmes to stay abreast with developments in the market place and new statutory and regulatory requirements. The Board recognises the importance of Directors being kept abreast with industry development and trends. The Directors are also regularly updated on new and relevant statutory as well as regulatory guidelines from time to time during the Board meetings.

The Company regularly identifies relevant training programmes, either internal or external, for the Directors and members of the Board Committees. During the year under review, the Directors attended education programmes and seminars in connection to the relevant changes in laws, regulations, capital market developments, business environment, corporate governance, corporate social responsibility and sustainability, risk management, leadership and business management to stay abreast with developments in the market place. Among the relevant programmes/trainings attended were as follows:

Name of Director      Name of Programme      Date
Tan Sri Dato’ Seri
Megat Najmuddin
Bin Dato’ Seri Dr. Haji
Megat Khas
Leaders Room Talk – The Iclif Leadership And Governance Centre (lclif) 17.02.2016
Independent Directors Programme – The Essence of Independence 08.03.2016
Offshore Technology Conference Asia – International Conference & Exhibition Professionals (ICEP) 22 – 25.03.2016
Corporate governance and collaboration solutions for boards and senior executives 24.05.2016
PETRONAS Board Excellence: Best Practices for Board Excellence Programme 03.08.2016
Petronas Board Strategic Away Training Days 12 – 13.08.2016
Khazanah Megatrend Forum 2016 26 – 27.09.2016
MICG’s Seminar On “Chairman” Roles 28.09.2016
Giving Talk at Malaysian Oil & Gas Engineering Council (MOGEC) Networking Lunch & Talk 07.12.2016
 Tan Sri Clement Hii Chii Kok Corporate governance and collaboration solutions for boards and senior executives 24.05.2016
KPI & Goal Setting – challenges, successes, develop and identify the organisation targets 08.12.2016
Datuk Mohamed Azahari Bin Mohamed Kamil Corporate governance and collaboration solutions for boards and senior executives 24.05.2016
The Leadership Journey by Aresty Institute of Executive Education, The Wharton School, University of Pennsylvania 23.09.2016
KPI & Goal Setting – challenges, successes, develop and identify the organisation targets 08.12.2016
 Hew Moi Lan Corporate governance and collaboration solutions for boards and senior executives 24.05.2016
KPI & Goal Setting – challenges, successes, develop and identify the organisation targets 08.12.2016
 Nicholas Rupert
Heylett Bloy
Speaker for Super Investor Singapore: Market Outlook 14 – 15.03.2016
Partners Group Conference 2016 14 – 15.04.2016
Speaker for 2016 KWAP Private Equity Forum (Malaysia Private Forum): Asian private equity roundup 20.09.2016
11th Annual SuperReturn Asia 2016, Hong Kong Speaker for SEA: A disappointment or an interesting place to explore today? Where & Why (27 September 2017)
Speaker for Lessons from those who have seen it all before: How to survive a boom and bust cycle in Asia (28 September 2017)
26 – 29.09.2016
2016 AVCJ Forum
Speaker for Delivering alpha in turbulent markets (17 November 2016)
15 – 17.11.2016
Dato’ Amos
Siew Boon Yeong
Corporate governance and collaboration solutions for boards and senior executives 24.05.2016
National Tax Conference 2016 09 – 10.08.2016
Forum on Key Audit Matters  14.09.2016
Seminar Percukaian Kebangsaan 2016 27.10.2016
7th SBY Tax & Corporate Review 16.11.2016
 Goh Leng Chua Audit Oversight Board – The New Auditor’s Report
– Sharing the UK Experience
13.01.2016
CG Breakfast Series for Directors: Improving Board Risk Oversight Effectiveness 26.02.2016
Corporate governance and collaboration solutions for boards and senior executives 24.05.2016
 Edwin Fua Chye Jin Financial Risk Management for Public Listed Companies
– W2: Credit & Financial Analysis
14.03.2016
Company Analysis: The Strategic Position 17.03.2016
Value Investing in Quality Bursa Malaysia Shares 16.03.2016

The Board will continue to evaluate and determine the training needs of its Directors on an ongoing basis.

UPHOLD INTEGRITY IN FINANCIAL REPORTING

Compliance with Applicable Financial Reporting Standards

The Board aims to present a balanced and understandable assessment of the Group’s financial performance and prospects to the shareholders, primarily through its annual financial statements and unaudited interim results as well as other corporate announcements, the Chairman’s Statement and other reports in the Annual Report. The Audit Committee assists the Board in reviewing annual financial statements and unaudited interim results to ensure accuracy and adequacy. The Board also takes responsibility to ensure that these financial statements are drawn up in accordance with the provisions of the Companies Act, 1965 and the applicable financial reporting standards in Malaysia.

The Statement of Directors’ Responsibilities pursuant to the Bursa Securities Main Market Listing Requirements is set out on page 99 of the Annual Report.

Assessment of Suitability and Independence of External Auditors 

The role of the Audit Committee in relation to external auditors is described in the Audit Committee Report set out in the ensuing pages of this Annual Report. The Company has maintained a close and transparent relationship with its auditors in seeking professional advice and ensuring compliance with applicable approved accounting standards in Malaysia.

The external auditors have full access to the books and records of the Group at all times. From time to time, the external auditors highlight and update the Audit Committee on matters that require their attention.

The Audit Committee undertakes an annual assessment of the suitability and independence of the external auditors, including their performance and quality of work and non-audit services. The committee will also take into consideration the comments and viewpoints of the management during the annual assessment. The committee recommended their re-appointment to the Board and for the Board to table for shareholders’ approval at the forthcoming AGM.

The Audit Committee meets with the external auditors at least twice a year to discuss their audit plan, audit findings and the Company’s financial statements. At least twice a year and whenever necessary, the Audit Committee will meet with the external auditors without the presence of executive Board members or management personnel, to allow the Audit Committee and the external auditors to exchange independent views on matters which require the Audit Committee’s attention.

The external auditors are also invited to attend the Company’s AGM and are available to answer any questions from shareholders on the conduct of the statutory audit and the contents of the annual audited financial statements.

During the year under review, the Audit Committee met twice with the external auditors without the presence of the management and Executive Directors to discuss any issues the external auditors may raise. No significant issues were raised during these meetings. The external auditors have declared their independence to the Audit Committee and their compliance with By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants.

The Audit Committee also carried out an annual assessment on the performance, suitability and independence of the external auditors based on the following key areas:

  1. quality of service;
  2. capability of the audit team;
  3. sufficiency of resources;
  4. scope of audit and planning;
  5. audit fees;
  6. communication and interaction; and
  7. independence, objectivity and professional scepticism.

The committee acknowledged their technical expertise, credibility and capability in carrying out the audit of the Group and recommended to the Board for their re-appointment in the forthcoming AGM. The Board, after deliberating on the audit team’s effectiveness and their performance, supported the recommendation of the Audit Committee to recommend Messrs. Ernst and Young for re-appointment in the forthcoming AGM.

The Audit Committee also considered the non-audit services provided by the external auditors during the year ended 31 December 2016 and concluded that there were no significant nonaudit services provided by the external auditors, except for the nonaudit fee payable in respect of the review of the Statement on Risk Management and Internal Control and ESOS Valuation.

Related Party Transactions 

An internal compliance framework exists to ensure that the Group meets its obligations under the Bursa Securities Main Market Listing Requirements for any related party transactions and conflict of interest situation which may arise within the Company or the Group. The Board, through the Audit Committee, reviews material related party transactions, if any. A Director who has an interest in a transaction will abstain from deliberating and voting on the relevant resolution in respect of such transaction at the Board meeting.

RECOGNISE AND MANAGE RISK

Sound Risk Management Framework 

The Board acknowledges its responsibility for maintaining a sound system of risk management and internal controls in the Company and the Group. The risk management and internal control system are designed to manage, and not to eliminate, the risks faced by the Group within acceptable and appropriate level. These controls provide reasonable but not absolute assurance against material misstatement, loss or fraud.

The Directors’ responsibilities for the Group’s system of internal controls cover not only the financial aspects but also compliance and operational controls. The Board also considers risks management matters and reviews the adequacy and integrity of the risk management system. The Group has formal Standard Operating Procedures which are reviewed from time to time. The risk management and internal control system is also regularly reviewed by senior management and recommendations are made to the Audit Committee and Board for approval.

Internal Audit Function 

The Board has established an in-house internal audit department to assist the Audit Committee and the Board in providing independent assessment on the adequacy, efficiency and effectiveness of the Group’s internal control system.

Details of the Company’s internal control processes are presented in the Statement on Risk Management and Internal Control which appears in the ensuing pages of this report.

ENSURE TIMELY AND HIGH QUALITY DISCLOSURE 

Corporate Disclosure Policies and Procedures 

The Company is committed to provide timely, accurate and credible disclosure of material information, in compliance with disclosure requirements of Bursa Securities Main Market Listing Requirements and all other applicable legal and regulatory requirements, in order to keep our stakeholders, shareholders and other market participants fully informed and to enable orderly behaviour in the market.

The Company has in place policies and procedures (“the Disclosure Policy”) to ensure comprehensive, accurate and timely disclosures. The objectives of the Disclosure Policy are to develop and maintain realistic investor expectations by ensuring all required disclosures are made on a broadly disseminated basis. It is imperative to ensure all our stakeholders and shareholders have equal access to such information. Contacts and communication with stakeholders, shareholders, other market participants or regulatory authorities are conducted through the authorised spokesperson or any other officers as may be authorised by the authorised spokesperson.

Leverage on Information Technology for Effective Dissemination of Information 

The Group’s corporate website at www.segi.edu.my provides quick access to information about the Group. The information on the website includes corporate profile, key management profiles, corporate policies and annual report of the Company. The corporate website also incorporates an Investor Relations section which provides all relevant information on the Company which is accessible to the public. This section enhances the Investor Relations function by including all announcements made by the Company and press releases.

STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

Shareholders’ Participation at General Meetings

The AGM provides a platform for two-way communication between the Company and shareholders. The notice and agenda of AGM together with the Form of Proxy are given to shareholders at least twenty-one days before the meeting to give the shareholders sufficient time to prepare themselves to attend the AGM either in person, by corporate representative or by proxy.

The Chairman and the Board encourage shareholders to attend and participate in the AGM, as it forms an important platform where the shareholders can engage directly with the Board and the management and take the opportunity to raise questions and seek clarification on any matters pertaining to the business and financial performance of the Group. The Directors and senior management, together with the External Auditors, are available to respond to questions from the shareholders during the meeting.

Poll Voting 

The Board is mindful of the poll voting requirement pursuant to the amendments to the Bursa Securities Main Market Listing Requirements on 24 March 2016. The Board will implement poll voting for all the resolutions to be passed in the forthcoming AGM. The Company will appoint one (1) scrutineer, who is independent of the Group and the person undertaking the polling process, to validate the votes cast.

Effective Communication and Proactive Engagement with Shareholders and Investors

The Board recognises the importance of an effective communication channel between the Board, shareholders and general public. The Board acknowledges the need for shareholders and other stakeholders to be informed of all material business matters affecting the Company and its latest business and corporate developments. The Board believes that an effective investor relationship is essential in enhancing value to its stakeholders.

Recognising the importance of timely dissemination of information to shareholders and other stakeholders, the Board is committed to ensure that the shareholders and the general public would have an easy and convenient access to the Group’s latest financial results, press releases, annual reports and other corporate information through the following channels:

Whilst the Company endeavours to provide as much information as possible, it is aware of the legal and regulatory framework governing the release of material and price sensitive information.

The Company sets out in its Shareholder Communication Policy the framework that it has put in place to promote effective communication with the shareholders so as to enable them to engage actively with the Company and exercise their rights as shareholders in an informed manner.

SEGi Shareholder Communication Policy is available on the Company’s website and will be reviewed regularly by the Board to ensure that it continues to remain relevant and appropriate.

The Company also conducts press conferences and regular meetings with analysts to update them on the latest development of the Company. Analyst reports are available to the public via the Group’s investor relations website at segi.investor.net.my. The Head of Investor Relations Department and the Company Secretary are responsible for ensuring that the information contained in the investor relations website is accurate and up-to-date.

The Group welcomes inquiries and feedbacks from shareholders and other stakeholders. All queries and concerns regarding the Group may be conveyed to the following persons:

i. Cheryl Chong Poh Yee

Group Chief Financial Officer

ii. Hew Ling Sze

Company Secretary

Telephone number : 603-6287 3777
Facsimile number : 603-6145 2679
Email : corporate@segi.edu.my

The Board has appointed Dato’ Amos Siew Boon Yeong, a Senior Independent Non-Executive Director, to whom all concerns regarding the Company may be conveyed.

COMPLIANCE STATEMENT

The Board has taken steps to ensure that the Group has complied with the principles and recommendations of the MCCG 2012 save for the disclosure of details of the remuneration of each Director. However, the Company complies with the disclosure requirements under the Bursa Securities Main Market Listing Requirements. The Board is of the view that the transparency and accountability aspects of Corporate Governance as applicable to Directors’ Remuneration are appropriately served by the band disclosure pursuant to the Bursa Securities Main Market Listing Requirements.

The Board believes that there is always room for improvement and are continuously exploring new measures and opportunities to enhance the system of governance and meet stakeholder expectations.

This statement was approved by the Board of Directors during the Board Meeting held on 6th April 2017.

Endnotes:
  1. [Image]: http://segi.investor.net.my/wp-content/uploads/2017/05/aggregate-remuneration-of-directors-AR2016-SEGI.png
  2. [Image]: http://segi.investor.net.my/wp-content/uploads/2017/05/SEGI-director-compensations-bands.png

Source URL: http://segi.investor.net.my/corporate-governance