Introduction

SEG International Bhd and its subsidiaries (“SEGi”) commits to conduct business with utmost fairness, integrity and respect for the laws, rules and regulations, Code of Conduct and SEGi’s policies and procedures. However, there may still be instances of misconduct or non-compliances that seem to violate the laws, rules and regulations, Code of Conduct and SEGi’s policies and procedures.

As such, directors, employees and representatives (i.e. 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) are encouraged to raise genuine concerns at the earliest opportunity via the whistle-blowing channels.

Purpose and scope of the Policy

The whistle-blowing channels have been established to provide our directors, employees and representatives a transparent and confidential channel to voice their concerns without fear of reprimand or reprisal, on any misconduct or non-compliances that they may have observed in SEGi.

This will help to promote transparency and accountability throughout SEGi.

Scope of the Policy

This policy covers the following possible violations of laws, rules and regulations, Code of Conduct and SEGi’s policies and procedures, such as:

  • Fraud;
  • Bribery or corruption;
  • Conflict interest;
  • Misuse of confidential information;
  • Improper use of company assets;
  • Discrimination or harassment; and
  • Environmental, health and safety issues.

Please note that the above list is not exhaustive.

This policy is not to be used for:

  • Personal grievances;
  • Settling personal disputes; and
  • Making false accusations.
Principles

The principles underpinning the policy are as follows:

  • all concerns should be made in good faith;
  • all concerns raised will be treated fairly with confidentiality and care;
  • only genuine concerns will be acted upon; and
  • SEGi will assure that no one will be at risk of suffering any form of reprisal from SEGi as a result of raising a genuine concern even if the individual is mistaken. SEGi, however, does not extend this assurance to someone who maliciously raises a matter he/she knows is untrue.
Procedures

Any director, employee or representative who believes reasonably and in good faith that misconduct or non-compliances exists, they may report the concerns to either the:

  • Director of Internal Audit; or
  • Audit Committee Chairman.

The party concerned could either email or submit their complaints via letter.

Any party who raises their concerns or submits the complaints via email or letters, should disclose their name, contact number, details of person(s) involved, nature of allegation, when and where the incident took place and provide evidence, if possible.

All reports will be treated as confidential and will be investigated promptly.

Once the investigation is completed, SEGi’s representative will inform the whistleblower (where possible) of the results of the investigation as well as any corrective actions that may be taken.

Whistle-Blowing Channels

The whistle-blowing channels are as follows:

If you would like to pen down your concerns, you can write in via e-mail or letter to the Whistle-Blowing channel. The details are as follows:-

  • E-mail: whistleblowing@segi.edu.my
  • Letter:

    SEG International Bhd
    6th Floor, SEGi University,
    No. 9, Jalan Teknologi
    Taman Sains Selangor,
    Kota Damansara, PJU 5,
    47810 Petaling Jaya,
    Selangor Darul Ehsan

    Attention:
    Director of Internal Audit; or
    Audit Committee Chairman
    “Strictly Confidential”
Confidentiality

The identity of the whistleblower will be kept anonymous. However, their consent will be sought should there be a need to disclose their identity for investigation purposes.

Any party who has participated or assisted in an investigation will also be offered similar protection as offered to whistleblowers.

Disciplinary Action

If the claim of misconduct or non-compliances is sufficiently substantiated, appropriate disciplinary action will be taken against the responsible individual(s) up to and including termination of employment. Additionally, legal action may also be taken against the responsible individual(s).

Any act of retaliation or victimisation against the whistleblower or any party who has participated or assisted in an investigation will also result in disciplinary action, up to and including termination of employment.

Malicious and false allegations will be viewed as a serious misconduct, and may be subject to appropriate disciplinary action, up to and including dismissal. Additionally, legal action may also be taken.

Purpose

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.

Recognising the importance of timely dissemination of information to shareholders and other stakeholders, it 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. The Company sets out in this 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.

Communication with Shareholders

Shareholders’ Meeting

The annual general meetings and other general meetings provide a platform for two-way communication between the Company and shareholders. The Chairman and the Board encourage shareholders to attend and participate in all general meetings. A proxy form allowing shareholders to appoint a proxy in the event they are unable to attend the meetings in person will accompany the notice of meeting distributed to all shareholders. Shareholders are given the opportunity to seek clarification on any matters pertaining the business and financial performance of the Group.The notices convening meetings shall specify the place, day and hour of the meeting, and shall be given to all shareholders at least 14 days before the meeting or at least 21 days before the meeting where any special resolution is proposed or where it is an annual general meeting. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution in respect of such special business. At least 14 days’ notice or 21 days’ notice in the case where any special resolution is proposed or where it is the annual general meeting, of every such meeting must be given by advertisement in at least 1 nationally circulated Bahasa Malaysia or English daily newspaper and be announced to Bursa Malaysia Securities Berhad for release.

Financial and other reporting

Various disclosures and announcements to Bursa Malaysia Securities Berhad (“Bursa Securities”) including quarterly and annual results will be made in accordance with the Main Market Listing Requirements and other applicable laws and regulations via www.bursamalaysia.com.From time to time, the Company communicates other information to shareholders by way of Company announcement and/or circular, in compliance with the Regulatory Requirements or otherwise.

Corporate website

The Company’s website www.segi.edu.my provides information on the Company, including the channels for shareholder communication.All announcements, the annual reports, quarterly reports and circulars of the Company are posted to the Company’s investor relations website at segi.investor.net.my as soon as practicable following their release to Bursa Securities. Relevant press releases and presentations are also made available on the Company’s website to facilitate communication between the Company, shareholders and potential investors.

Investment market communication

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 Group welcomes inquiries and feedbacks from shareholders and other stakeholders and identified respective personnel to handle and/or facilitate communication between the Company, shareholders and the potential investors. Shareholders at any time, may direct questions, request for publicly available information and provide comments and suggestions to Directors or management of the Company.

The Board also appointed a Senior Independent Non-Executive Director to whom all concerns regarding the Company may be conveyed.

Shareholder Privacy

The Company recognises the importance of shareholders’ privacy and will not disclose shareholders’ information without their consents unless required by law.

Review of the Policy

SEGi Shareholder Communication Policy will 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.

Introduction

In line with Malaysian Code on Corporate Governance 2012, the Board of Directors of SEG International Bhd (“the Company” or “SEGi”) adopted a Sustainability Policy (“the Policy”) to address matters relevant to the Group conducting itself in an ethical and sustainable manner. The Policy is not intended to be exhaustive, and there may be amendments during the regular review process.

What is Sustainability

Sustainability (in reference to business practices) is widely accepted as the ability to “meet the needs of the present without compromising the ability of future generations to meet their own needs”.

A company with effective sustainability strategies aligns its corporate strategies, which assist in embedding their sustainability activities into its day-to-day operation, business practices and other activities that promotes sustainability while simultaneously advancing economic vitality, ecological integrity, and social welfare.

The basic principles of our efforts in adopting sustainable strategies are:

  • To consider the sustainability context in all relevant decision making;
  • To reduce our carbon footprint and greenhouse emissions;
  • To be efficient in our use of energy and water and reduce wider environmental impacts associated with its use;
  • To be efficient with resources like paper, office consumables and other resources in our business operations and activities;
  • To practise Reduce, Reuse and Recycle in daily consumption of resources whenever possible;
  • To use purchasing power, corporate influence, and our communication channels to drive efficiency and influence our vendors, customers and other stakeholders to adhere and contribute towards the development and successful implementation of our sustainability policy.
The Scope

The policy applies to the activities of SEGi and all the people associated with the Group including the Board of Directors, the Management, the staff, clients, regulators, business partners, visitors, vendors and contractors.

Our Sustainability Policy

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. SEGi is committed to the following Sustainability Policy:

  • Undertake activities and operations balances between needs and goals of current and future generations within and beyond the Group in our decision making process.
  • Measure the ethical impact of our business decisions on sustainability based on the environmental, social and corporate governance (ESG) aspects of business.
  • Balance ESG aspects of our business decision making with the interests of various stakeholders essential to enhancing investor perception and public trust.
  • Ensure continuous and on-going efforts are carried out to establish teaching, research, and practices of environmental sustainability throughout the Group.
  • Establish and foster the sustainability culture, which promotes practices that minimise negative impact on the global or local environment, community, society, or economy.
  • Strive to be at the forefront of sustainability research and education, and continuously develop & engage our expertise to promote sustainability within and beyond the Group.
  • Strive to ensure efficient use of resources and reduce dependence on non-renewable energy, while encouraging the research, development & innovation in the field of alternative & renewable energy.
  • Share knowledge to stimulate innovation, raise awareness and ensure effective participation of the SEGi community in the implementation of sustainable practices.
  • Promote a healthy, safe and productive working and learning environment for the SEGi community.
Our Commitment & Objectives

Based on our Sustainability Policy we are committed to the following objectives:

  • Perform annual review of the Group’s sustainability practices and report on this on a regular basis;
  • Reduce our energy and water utilisation by 5% every year;
  • Reduce our consumption of paper by 5% every year;
  • Conduct campaign/workshop/seminar/briefing on paper recycle annually to promote awareness to produce less waste and increase recycling and environmental sustainability;
  • Install and replace at least 10% each year of all the lighting of campuses and centres of the Group with energy saving devices such as LED light bulbs whenever replacements of these are effected if the cost saving on the installation and/or replacement is relevant, cost-effective and fit for purpose;
  • Install smart device or timer control on lighting and air-conditioning in all new buildings and renovation projects;
  • Regularly inspect the air-conditioning systems of all our office places so that the temperature setting conform to the range of 22 – 25 degree Celsius;
  • Ensure recycle bins for paper and plastic prominently located in all our centres and campuses, hostels and associated buildings across the Group; and
  • Ensure a Sustainability Circle for each of our 6 major campuses to drive activities and to promote sustainability.
Responsibility

The Board of Directors, the Management, the staff, students (All Segians) together with visitors, vendors and contractors and other stakeholders of SEGi are responsible for acting in a manner that promote and support the objectives of this policy.

In addition, the Board of Directors, the Senior Management and Heads of Division & Departments are responsible for advancing sustainability within their respective areas.

Review of the Policy

SEGi’s Sustainability Policy 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.

Remuneration Policy for the Board of Directors and Executive Management
Purpose

The remuneration policy (“the 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/talent of calibre needed for the achievement of the Company’s strategic objectives. The remuneration is structured so as to link rewards to the performance for the executive directors. The non-executive directors are paid annual fees for their contributions to the Company.

The Policy ensures that a significant proportion of the remuneration of executives is aligned with corporate performance, generating a strong alignment of interest with shareholders.

Board of Directors

Non-executive members of the Board

Each non-executive member of the Board receives an annual fixed fee as well as reimbursements for travelling for participation in Board meetings and Board committees meetings. The fees for the chairman of both the Board as well as the Board Committees will be higher if compared with other non-executive members. Also, additional travelling reimbursements will be made to the chair of the Board and the Board committees for chairing the Board and Board committee meetings.

Non-executive members of the Board are not entitled to variable remuneration. The fees of the non-executive directors are reviewed annually by the Remuneration Committee and recommended for the Board to present for shareholders’ approval. Each year the general meeting approves the fees to the Board of Directors.

Executive members of the Board

The executive members of the Board do not receive fees for participation in Board meetings and Board committees meetings. The components of remuneration for executive directors comprise base salary (a fixed sum payable monthly which is reviewed annually), benefits (including car allowance and non-contributory health insurance), an annual bonus(based on the Group’s performance).

  • Fixed salary

The executive’s fixed salary shall be competitive and based on the individual executive director’s responsibilities and performance.

  • Non-monetary benefits

The executive directors will be entitled to customary non-monetary benefits such as company cars and company health care. In addition thereto in individual cases, other benefits may also be offered, for instance, annual travelling package.

  • Annual bonus

A significant part of the remuneration package will be linked to the achievement of corporate performance targets. The performance-related element comprises annual bonus. The annual bonus is designed to reward outstanding performance of the executive directors. The annual bonus may be based on inter alia the performance of the entire SEGi Group or the performance of a certain part of the Group where the executive is employed. The performance will be related to the fulfillment of various improvement targets or the attainment of certain financial objectives. Such target will be set by the Board or the Executive Committee and may relate to inter alia operating income, operating margin or cash flow.

  • Long Term Incentive Plan (“LTIP”)

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. The LTIP comprises the performance share plan grants (“Share Grants”) and employees’ share options scheme options (“ESOS Options”).

Senior Management
  • Fixed salary

The aim with the fixed salary of the executive management is to attract and retain the best qualified members to the executive management. The elements of the fixed remuneration are determined based on market standards and the Group’s specific needs from time to time.

As part of the fixed salary, the Group may offer other standard benefits, such as a company car scheme and reimbursement for mobile charges.

The executive directors/management evaluate the fixed salary annually based on the results from the previous period and with due consideration to the trend within the market standards.

  • LTIP

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 Shares or the rights to subscribe for SEGi Shares as determined by the LTIP Committee. The LTIP comprises the Share Grants and ESOS Options.

  • Change in inventive plan

The executive directors may change or phase out one or more incentive plans introduced pursuant to this Policy. In the evaluation of whether this should be done, the criteria that formed the basis of the establishment of the plan will be taken into account. However, such changes can only be made within the framework of this Policy. More extensive changes must be approved by the Board.

Roles of the Remuneration Committee

The roles of the Remuneration Committee are:

  • to ensure remuneration package of directors are aligned with business strategy and long term objectives of the Group;
  • to review the directors’ performance in line with the corporate objectives and decide on the remuneration packages of the executive directors;
  • to reflect the Board’s responsibilities and expertise against the complexity of the
    Group’s activities;
  • to monitor and evaluate the remuneration packages of the Board members annually;
  • to monitor and evaluate the current remuneration structures and levels of the Board members; and
  • to monitor and evaluate the application of this Policy.
Authority to decide on deviations from the Policy

The Board of Directors may deviate from the Policy if there are specific reasons to do so in an individual case. The Board may also consider and approve special incentives or other payouts to certain executives in recognition of the executive(s)’s long association and commitment with the Group.

Publication

The Policy will be reviewed regularly by the Board to ensure it continues to remain relevant and appropriate and the outline or summary of the Policy will be published on the Company’s website, http://policies.segi.edu.my.

Introduction

SEG International Berhad and its subsidiaries (“SEGi”) are 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.

Objective of this Policy

The objective of this policy is to:

  • Set out SEGi’s position and the responsibilities of all persons set out in paragraph 3 below, in observing and upholding this policy;
  • Provide information and guidance to all persons to which this policy applies on how to recognise and deal with potential bribery and corruption issues;
  • Adhere to anti-bribery and corruptions laws.

Scope of this Policy

Compliance of this policy is mandatory for all Directors, Employees and Representatives (defined in paragraph 6 below) of SEGi.
This policy shall apply to all jurisdictions in which SEGi operates or conducts its business.

Consequence of breach

SEGi views any breach of this policy as a serious matter and may take appropriate action against the breach, including but not limited to appropriate actions
against Directors, disciplinary action against Employees (including warning, demotion or immediate dismissal), suspending or terminating contracts of
Representatives or reporting to the authorities.

Non-exahaustive

This Policy is not intended to be exhaustive. For all intents and purposes, the Directors, Employees and Representatives shall always observe and ensure compliance with all applicable laws, rules and regulations, policies and procedures to which they are bound to observe in the performance of their duties and obligations.

In particular, Employees shall comply with all SEGi’s policies and procedures including the HR Manual; and all Representatives shall comply with the Vendor
or Third Party Code of Conduct and its contractual obligations with SEGi which shall to require the Representatives to comply with, amongst others, this
policy and anti-bribery laws.

Definition

The following expressions used in this policy shall have the meaning set out below:

Public Official:   means:

  • Any person holding a legislative, executive, administrative or judicial office of a country, government, state, province or municipality, whether appointed or elected;
  • Any person exercising a public function for a country, government, state, province or municipality, including for a government agency, board, commission, corporation or other body or authority;
  • Any official or agent of a public international organisation; or
  • Any member, officer, employee or servant of a public body and any person receiving any remuneration from public funds.

Representatives:   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.

Anti-Bribery and Anti-Corruption Policy Statement

SEGi does not tolerate bribery or corruption in any form, or any acts made in connection to the bribery or corruption.

‘bribery’ is the offering, promising, giving, accepting or soliciting of any ‘gratification’ as inducement for action which is unethical, in breach of trust, or
illegal. A bribe can be given directly (e.g. you give the bribe) or indirectly (you get someone to give the bribe).

‘gratification’ refers to something of value, including but not limited to, money, donation, gift, loan, reward, valuable security, property, interest in property,
any office or employment, payment, release or discharge from any obligation, any forbearance to demand for any money, any service or favour or privilege or preferential treatment, hospitality or gifts, etc.

‘corruption’ is the abuse of entrusted power for personal gain.

Guidelines

As bribery and corruption may take many forms, and including other acts which may take place in connection with the bribery and corruption, a guideline is
provided below for your better understanding. Please note that this is only a guideline and is not exhaustive.

  • Prohibited acts

    SEGi does not permit its Directors, Employees, Representatives, whether acting for himself or another, to do the following:
    • give, promise to give, or offer, a payment, loan, reward, gift or entertainment, etc, to a Public Official or any third party with the expectation or hope that a business advantage will be received, or to reward a business advantage already obtained, for example securing a permit, securing or renewing a contract with favourable terms, to obtain information not readily available, to influence a Public Official or third party to take or omit an action in violation of his or her duty, etc;
    • to make ‘facilitation payments’, i.e. to give, promise to give, or offer, a payment, loan, reward, gift, entertainment, etc to a Public Official, or any third party to secure or expedite the performance of a routine procedure; However, SEGi recognises that there could be circumstances where a facilitation payment may be necessary to avoid injury, loss of life or liberty. Any such facilitation payment to be made should obtain prior approval of the Group Managing Director where practicable, or if prior approval is not practicable, to be immediately reported to the Group Managing Director;
    • to make ‘facilitation payments’, i.e. to give, promise to give, or offer, a payment, loan, reward, gift, entertainment, etc to a Public Official, or any third party to secure or expedite the performance of a routine procedure; However, SEGi recognises that there could be circumstances where a facilitation payment may be necessary to avoid injury, loss of life or liberty. Any such facilitation payment to be made should obtain prior approval of the Group Managing Director where practicable, or if prior approval is not practicable, to be immediately reported to the Group Managing Director;
    • threaten or retaliate against any person who has refused to commit a bribery offence or who has raised concerns under this policy;
    • participate in any corrupt activity such as extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering;
    • engage in any activity that might lead to a breach of this policy;

  • Gifts, Entertainment, Hospitality and Travel

    This policy does not prohibit normal business hospitality, so long as it is reasonable and justifiable. The intention behind any gift, entertainment, hospitality or travel should always be considered and nothing should be specifically expected or demanded in return.

    As a general principle, Directors, Employees, or Representatives should not accept from or give a gift, entertainment, hospitality or travel benefits to a third party (including a Public Official) if it is made with the intention of influencing you or the third party to obtain or retain business, or in exchange for favours or benefits.

  • Charitable Contributions, Donations and Sponsorships

    Charitable contributions, donations and sponsorships are acceptable, whether of in-kind services, knowledge, time, or direct financial contributions. However, Directors, Employees and Representatives must be careful to ensure that the charitable contributions, etc, are not used to conceal bribery or corruption.
Conflict of Interest

Directors, Employees, Representatives 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.

Further, SEGi prohibits Representatives from gaining improper advantage due to their relationship with SEGi’s employees (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).

Record Keeping

It is important that proper and complete records be maintained of all payments made to third parties in the usual course of business as these would serve as
evidence that such payments were bona fide, and not linked to corrupt and/or unethical conduct. All accounts, invoices, documents and records relating to
dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with accuracy and completeness.

Your responsibilities

The prevention, detection and reporting of bribery and corruption is the responsibility of all.

You may report through SEGi’s whistle-blowing channel. For Directors and Employees, you should also notify the Group Human Resource Management as soon as possible if you believe or suspect a breach of this policy has occurred or may occur in the future.

SEGi assures that it shall not discriminate or retaliate against any individual for raising genuine concerns or reporting in good faith on breach or suspected breach of this Policy. All reports will be treated confidentially.

Training, Communication, Engagement of Representatives

Awareness of this policy forms part of the induction process for all new employees. Existing employees will receive training on this policy.

Employees must communicate this policy to all Representatives at the outset of SEGi’s engagement with them and at suitable intervals and shall ensure that engagement of Representatives shall be subject to this policy.