The Board of Directors recognises and subscribes to the importance of the principles and recommendations set out in the Malaysian Code on Corporate Governance (“MCCG”), the Corporate Governance Guide (3rd 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 provide the following statement together with the Corporate Governance Report 2017 of the Company (“CG Report”). This Statement is to be read together with the CG Report which reports the manner in which the Group has applied the key principles of good governance and the extent to which it has observed the corporate governance practices. Where there are gaps in the Company’s observation of any of the principles and best practices, the necessary explanations were disclosed for the departure, and the alternative practice it has adopted and how such alternative practice achieves the intended outcome as set out in the MCCG. A copy of the CG Report is available on the Company’s website, https://segi.edu.my/.
The Corporate Governance Overview Statement can be read here.
The Board of Directors (“the Board”) has overall responsibility for corporate governance, strategic direction and overseeing investments of the Group and of the Company. All Board members are expected to show good stewardship and act in a professional manner, as well as uphold the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.
The Board Charter sets out the role, functions, composition, operation and processes of the Board and is 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 Directors.
Composition of the Board
The Board members comprise high calibre individuals who are professionals in their respective fields. At any one time, at least two (2) or one-third (1/3), whichever is higher, of the Board members are Independent Directors. The Independent Directors provide independent judgment, experience and objectivity without being subordinated to operational considerations. The Independent Directors fulfill a pivotal role in corporate accountability. They provide independent and objective views, advice and judgement on issues of strategy, business performance and controls. The Independent Directors will be responsible for taking account of the interests of the Group and its shareholders, as well as the communities in which the Group conducts business and the public at large.
The Independent Directors fulfill a pivotal role in corporate accountability. They provide independent and objective views, advice and judgment on f strategy, business performance and controls. The Independent Directors will be responsible of the interests of the Group and its shareholders and communities in which the Group conducts business and the public at large.
The composition and size of the Board are such that they facilitate the decision making of the Company and add value in governing the strategic directions of the Group.
The Board is committed to the following principles when determining its composition:
- the Board is to comprise of Directors with the blend of skills, experience and attributes appropriate for the Company and its business; and
- the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.
The Board shall appoint a Senior Independent Director who will also attend to any query or concern raised by shareholders.
The composition and size of the Board are reviewed from time to time to ensure its appropriateness.
Election and re-election
In accordance with the Articles of Association of the Company, all Directors who are appointed by the Board are subject to retirement and are 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 (3) years and shall be eligible for re-election.
Independence of Directors
An Independent Director is a Non-Executive Director who is not a member of the Company’s management and who is free of any business relationship or other relationship that could materially interfere with the independent exercise of their judgement. The Board will regularly assess whether an Independent Director remains independent under the annual Board Assessment.
When determining the independent of a Director, the Board should consider whether the Director fulfils the “independence” requirement pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
Tenure of Independent Directors
The tenure of an Independent Director shall not exceed a cumulative term of nine (9) years. The Board may, subject to the assessment of the Nomination Committee on an annual basis, recommend for an independent Director who has served a consecutive or cumulative term of nine (9) years to remain as an Independent Director to be approved at the general meetings of the Company.
The Board supports the need for diversity amongst the Board and workforce, amongst others, including in race, ethnicity, age, gender, skills and competencies, where possible.
Role and responsibilities
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 investment market is 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:
- oversee the overall strategic plan and performance of the Group’s business and develop initiatives for profit and asset growth;
- oversee, evaluate and monitor the conduct of business of the Company and the Group and their corporate strategies;
- approve and monitor financial and other reporting as required;
- identify business risks and ensure that the appropriate risk management framework, internal control systems, code of conduct and compliance frameworks are in place and operating effectively and efficiently;
- approve and monitor the progress of major capital expenditure, capital management and acquisitions and divestments;
- ensure that appropriate corporate governance and the adequacy and integrity of the management information and internal control systems are established and maintained;
- select, appoint and evaluate the performance of, determine the remuneration of, plan for the successor of and, where appropriate, removal of senior executives;
- establish a succession plan;
- ensure that the Board continues to have the blend of skills, experience and attributes appropriate for the Company and its business, and to this end ensure, that appropriate Directors are selected and appointed as required;
- monitor the performance of the Company’s management and ensure appropriate resources are available to the management; and
- develop and implement an effective communication channel between the Board, shareholders and general public.
The Board shall meet on a scheduled basis, at least once every quarter with additional meetings held as and when urgent issues and important decisions are required to be made between the scheduled quarterly meetings. The matters reserved for the Board which include 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 will be considered and deliberated during Board meetings. All Board members are encouraged to attend and participate in the deliberations actively, especially when due notice has been given.
All board papers must be circulated to Directors prior to meetings in a timely manner to facilitate Directors’ participation in Board discussions on a fully-informed basis.
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.
Access to information and independent advice
The Board has unrestricted access to all information pertaining to the Group’s affairs and the services of the Company Secretary. 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.
Chairman and Managing Director and Chief Executive Officer (“MD & CEO”)
The Board ensures that its Chairman is a non-executive member of the Board.
The role of the Non-Executive Chairman and the MD & CEO are distinct and separate to ensure there is a balance of power and authority. The Chairman is responsible for ensuring Board’s effectiveness and conduct whilst the MD & CEO have overall responsibilities for the operating units, organisational effectiveness and implementation of the Board’s policies and decisions, and to consult and inform the Board on matters that are sensitive, extraordinary or of a strategic nature.
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.
The Nominating Committee is entrusted with the specific task of identifying and recommending new nominees to the Board. However, the Board has the final decision on appointments after considering the recommendations of the committee.
The duties of the committee include evaluating the effectiveness of the Board as a whole, the various board committees and reviewing the mix of skills, experience and expertise of each Director and their contributions to the effectiveness of the decision-making process of the Board.
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 Board as a whole determines the remuneration of the Directors. The individual concern abstains from participating in decisions in respect of his/her own remuneration.
The Audit Committee assists the Board in discharging its duty in maintaining a sound internal control system to safeguard the shareholders’ investment and the Company’s assets.
The committee provides assistance to the Board in fulfilling its fiduciary responsibilities, particularly in areas relating to financial accounting and reporting practices, as well as operation and management controls. This is to ensure conformity with good corporate governance, transparency, integrity and accountability in the conduct of the Group’s activities so as to safeguard the rights and interests of the shareholders.
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 management of risk issues and reviews the effectiveness of internal controls within the Group.
Executive Committee (“EXCO”)
The EXCO is to review the monthly financial performances of the Group and to discuss opportunities and threats arising to the Group.
Where committees have no authority to make decisions on matters reserved for the Board, the matters would be submitted for the Board’s approval. The chairman of the various committees reports the outcome of the committee meetings to the Board, and the minutes of the various committees will be included in the board papers.
Code of Conduct
The Code of Conduct (“the Code”) of the Company shall be observed by all Directors and employees of the Group. The Board will review the Code regularly to ensure that it continues to remain relevant and appropriate. The Code is made available for reference in the Company’s website at http://policies.segi.edu.my.
Review of the Board Charter
The Board Charter has been adopted by the Board on 1 November 2012. Any subsequent amendment to the Charter can only be approved by the Board.
The Board Charter will be periodically reviewed and updated in accordance with the needs of the Company and any new regulations that may have an impact on the Board’s responsibilities.
In line with Malaysian Code on Corporate Governance 2012, the Board of Directors of SEG International Bhd. (“the Company” or “SEGi”) adopted a Code of Conduct (“the Code”) to address matters relevant to the Company’s legal obligations as well as other obligations to its stakeholders. There may be additional obligations that Directors, officers and employees are expected to behave or conduct when performing their duties.
The Code is applicable to all Directors, officers and employees (including full time, probationary, contract, part time and temporary staff) of the Group.
Key Areas of Conduct
Compliance with Laws
All Directors, officers and employees shall always observe and ensure compliance with all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties. In addition, all Directors, officers and employees must comply with the ethical and technical requirements of any relevant regulatory or professional body. The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities.
Conflicts of Interest
There may be times when personal interests conflict with those of SEGi, or its stakeholders. In these circumstances, all Directors, officers and employees of the Company should take appropriate action to remove or manage the conflict. When such conflicts arise they should immediately be referred to the Managing Director in the case of employees and the Chairman in the case of Directors.
It is pertinent that all Directors, officers and employees exercise caution and due care to safeguard any information of confidential and sensitive nature relating to the Group during their course of duties. They must not disclose official or confidential information to others or third parties, unless proper authorisation is given or legally mandated. Confidential information received by each Director shall be kept confidential and will not be disclosed or released to any person other than Board members, except as required by law or as agreed by the Board.
Dealings in securities
No Director, officer or employee shall use price sensitive non-public information, which can affect the prices of the securities of the Company and/or related listed companies when it becomes publicly known (“Inside Information”), for personal benefit. Directors, officers and employees are prohibited to trade in securities or to provide information to others to trade in securities of the Company and/or related listed companies until the Inside Information is publicly released.
Use of the Company’s resources
No Director, officer or employee shall use property, information or opportunity arising during their course of duties for personal gain. Assets include confidential information, all office equipment, computer systems and data, and other operating plant of the company. Any use of assets must be authorised.
All employees will be treated fairly and courteously without regard to race, creed, religion, gender, nationality, age or disability. SEGi seeks to avoid any action or decision that will cause discrimination or harassment of any employee.
SEGi competes fairly in the markets in which it operates.
Environment, health and safety
The Group will use its best endeavours to ensure a safe workplace and maintain proper occupational health and safety practices to commensurate with the nature of the Group’s businesses and activities. The Group must not compromise the responsibility to its employees and the environment and must at all times comply with local laws.
No Director, officer or employee is to be involved in or abet any activity that is deemed by the Group to be an act of misconduct. Directors, officer and employees shall not engage in an outside interest that will undermine the performance of the Directors, officers and employees or bring disrepute to the Group.
Reporting Violation of The Code
Any employee who knows of, or suspects, a violation of the Code, is encouraged to whistle blow or report their concerns through the Whistle Blowing Policy. The provision, protection and procedure of the Whistle Blowing Policy for reporting of the violations of the Code are available on SEGi website, http://policies.segi.edu.my. No individual will be discriminated against or suffer any act of retaliation for reporting in good faith on violations or suspected violations of the Code.
Review of the Code
The Code may be reviewed regularly by the Board to ensure that it continues to remain relevant and appropriate and will be published on the Company’s website, http://policies.segi.edu.my.
Waiver of the Code
Waiver of the Code may be made by the Board or the appropriate Committee of the Board. Waiver of the Code may be granted on a case-by-case basis and only in extraordinary circumstances.
Download Memorandum & Articles of Association.