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.
This Code of Conduct (“Code”) is applicable to all directors and employees of SEG International Berhad and its subsidiaries (“SEGi”).
This Code is adopted to ensure that all our directors and employees have a clear understanding of the principles and values that we want to uphold. The Code of Conduct also addresses matters relevant to the Company’s legal obligations as well as other obligations to its stakeholders. This Code is intended as a frame of reference only and will be implemented throughout SEGi’s operations in further details. The Code is not intended to be exhaustive, and there may be additional obligations that directors and employees are expected to take on when performing their duties.
This Code stipulates the sound principles and values that will guide all directors and employees in discharging their duties. It is designed to affirm, promote and demonstrate honesty, integrity and professionalism within SEGi.
The Code also seeks to cultivate mutual trust, protect confidentiality and to provide a safe working environment for all directors and employees.
KEY AREAS OF CONDUCT
Compliance with Laws, SEGi’s Policies and Procedures
Directors and employees of SEGi shall always observe and ensure compliance with all applicable laws, rules and regulations, SEGi’s policies and procedures whether expressed or implied. In addition, all directors and employees must comply with the ethical and technical requirements of any relevant regulatory or professional body. Should there be uncertainties regarding the laws, rules and regulations, SEGi’s policies and procedures, you should seek clarification so as to avoid any violations.
Conflicts of Interest
Conflict of interest arises when there is actual, potential or perceived personal interest of a director or employee that adversely affects their professionalism and judgement in acting in the best interest of SEGi.
Giving special favours, priorities or treatment to a related party could give rise to a conflict of interest. A “related party” refers to any immediate family such as parents, parents-in-law, siblings, spouse, children, grandparents, grandparents-in-law or nominees of the directors or employees. Directors and employees linked to a related party shall not deal in anyway with the related party and shall not be the approving party for any transactions involving the related party.
All directors and employees of SEGi should take appropriate action to remove or manage any actual, potential or perceived conflict of interest.
SEGi values and protects all confidential or proprietary information.
It is pertinent that all directors and employees exercise caution and due care to safeguard any confidential information relating to SEGi in their course of duties. They must not disclose confidential information unless proper authorisation is given or legally mandated. This obligation continues even after the appointment/employment has ceased.
No director or employee shall use price sensitive non-public information, which can materially affect the price of the securities of SEG International Berhad when it becomes publicly known (“Inside Information”), for personal benefit. Directors and employees are prohibited to trade in securities or to provide information to others to trade in securities of the SEG International Berhad until the Inside Information is publicly released.
Appropriate Use of SEGi’s resources
All directors and employees shall safeguard SEGi’s resources. Resources include all SEGi intellectual properties, methodologies, materials, systems of instructions developed in the course of employment, confidential information, all office equipment, computer systems and data, trademarks, know-how and other operating assets of SEGi.
The resources are intended for legitimate business purposes. Directors and employees are expected to use these resources in a responsible and ethical manner.
Communication with the Government and Media
Should a director or employee be approached by an external party, for e.g. a representative of a governmental agency or press media personnel, they should inform the management. Meanwhile, the director or employee should advise the representative that SEGi will fully comply with its legal obligations but that the matter must first be referred to the Group Marketing.
A director or employee shall not either orally or in writing or in any form make any public statements on the policies or decisions of SEGi nor shall he circulate any such statement made by him or anyone else without prior approval from the management.
Working Environment and Equal Opportunity
SEGi aims to promote an environment which fosters mutual respect where directors, employees and stakeholders are treated with dignity and free from harassment.
We operate as a team, promote inclusiveness and treat all directors, employees and stakeholders fairly and courteously without regard to race, creed, religion, gender, nationality, age, sexual orientation, political beliefs, disability or other distinguishing characteristics. SEGi will avoid any action or decision that will cause discrimination, prejudice or harassment in the workplace.
Occupational Safety, Health and Environment
In SEGi, we believe that our directors and employees have the right to perform their duties in a safe and hygienic environment. We are committed to providing a safe workplace and maintaining proper occupational health and safety practices to commensurate with the nature of the SEGi’s businesses and activities.
SEGi also ensures that business operate in a sustainable manner, reducing the impact on the environment without sacrificing long term economic value creation.
Personal Data Protection
SEGi does not accept or endorse any action or behaviour that is intended to defraud others. All our directors and employees are encouraged to prevent fraud within SEGi and to report any fraud or suspicion of fraud.
Fraud refers to intentional deception by the perpetrator to secure an unfair or unlawful gain, or to deny a right to a victim. Fraud can come in many forms, namely corruption, asset misappropriation and financial statement fraud. Fraudulent activities include (but is not limited to) bribery, theft of cash, inventory or equipment, and over or understatement of account balances.
Anti-Bribery and Anti-Corruption
SEGi is committed to conducting its business with honesty and integrity. This means avoiding practices of bribery and corruption in the conduct of SEGi’s daily operations and business.
All of SEGi’s directors and employees are required to adhere to anti-bribery and corruption laws and SEGi’s policy in this regard. SEGi also encourages all parties to prevent, detect and report any bribery or corruption act or suspicion of such acts.
More details regarding this area can be found within the SEGi Anti-Bribery and Anti-Corruption Policy available at https://www.segi.edu.my/corporate-policies/.
COMPLIANCE WITH THE CODE
All directors and employees are required to comply with this Code.
REPORTING, INVESTIGATION AND DISCIPLINARY ACTION ON VIOLATION OF THE CODE
Any director or employee who knows of, or suspects, a violation of the Code, is encouraged to raise their concerns. Remaining silent in the event of a possible violation could worsen the situation and decrease trust.
SEGi will conduct an investigation into the matter. Violation of this Code will be dealt with in accordance to the relevant detailed policies and procedures implemented throughout SEGi and where appropriate, disciplinary action may be taken. Violation of this code may also incur civil and criminal penalties.
You may raise your concerns via the Whistle Blowing Channel. The provision, protection and procedure of the Whistle Blowing Policy for reporting of the violations of the Code are available on SEGi’s website, https://www.segi.edu.my/corporate-policies/.
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, https://www.segi.edu.my/corporate-policies/.
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.
SEG International Bhd and its subsidiaries (“SEGi”) are committed to conducting its business and its daily operations with honesty and integrity. SEGi requires that vendors and third parties that wishes to deal with SEGi to adhere to the same standards. This Code of Conduct (“Code”) provides a guideline as to what SEGi expects. Please note that this is only a guideline and is not exhaustive.
Compliance of this Code is mandatory for any person who performs services for or on behalf of SEGi such as, but not limited to, contractors, suppliers, vendors, agents, consultants, advisors, joint-venturers, partners, organisations controlled by SEGi or other intermediaries (“Vendor or Third Party”).
Consequence of breach
SEGi views any breach of this Code as a serious matter and will take appropriate action against the breach, including but not limited to:
- disqualifying the Vendor or Third Party from participating in any supply, procurement or tender
- requiring the Vendor or Third Party to substitute its representative who is in breach of this Code
- suspension or termination of contracts
- severing all relationships with the Vendor and Third Party, including being blacklisted
- deduction or withholding any amount of money paid or promised to be paid
Code of conduct
SEGi expects its Vendors or Third Parties to adhere to the following principles:
- Comply with the laws, regulations and SEGi policies
- comply with laws and regulations of the applicable jurisdictions in which it operates
- comply with SEGi policies on personal data protection, anti-bribery and anti-corruption, and
such other policies expressed to be applicable to Vendors and Third Parties from time to time
- conducts its business with proper valid licenses, approvals, registrations, etc as required by
- respect and refrain from infringing the intellectual property belonging to others
- comply with applicable labour practices and provide their employees with a safe work environment in accordance with health and safety standards required by the law
- comply with applicable environmental regulations and laws
- conduct its business according to principles of fair competition
- commit to the prevention of any form of tax evasion in any areas of its business and supply chain
- ensure that slavery and human trafficking is not taking place in any part of its business or any part of its supply chains
- Anti-bribery and anti-corruption
Vendors and Third Parties must adhere to SEGi’s Anti-bribery and Anti-Corruption Policy and in particular, shall not engage in any form of bribery or corrupt practice, whether or not to obtain or retain SEGi’s business, or to carry out any services for or on behalf of SEGi.
- Conflict of interest
SEGi prohibits Vendors and Third Parties from gaining improper advantage due to their relationship with SEGi’s employees / directors (i.e. any immediate family which applies to parents, parents-in-law, siblings, spouse, children including adopted child and step-child and nominees of the employees / directors). Vendors and Third Parties with actual or potential conflict of interest are expected to declare in writing to SEGi, even if the knowledge arises after being engaged by SEGi.
- Act with integrity and accountability
Vendors and Third Parties will conduct themselves with integrity, respect and trust, in particular, they shall not disclose SEGi’s confidential or proprietary information or data to unauthorised third parties unless required by law; must have appropriate security controls to safeguard SEGi’s information; must maintain full accountability for goods and services provided; honour their commitments on timely basis according to agreement; provide honest and accurate information requested of them with regards to their qualification, experience, capabilities, references etc pertaining to goods and services provided by them.
Any party or Vendor with knowledge of a breach or potential breach of any part of this Code should promptly raise those concerns via email@example.com which SEGi shall maintain in confidence.
Vendors or Third Parties who are aware of or suspect any questionable or unethical behaviour by a SEGi employee are obliged to disclose such incidents to SEGi using the channel stated above.