简介

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.

Purpose

The Board Charter establishes the role, functions, composition, operation and processes of the Board and ensures that all Board members acting on behalf of the Company are aware of their duties and responsibilities. The Board Charter acts as a source of reference and primary induction of literature, providing insights to prospective Board members and senior management. It also assists the Board in the assessment of its own performance and that of its individual Directors.

The Board

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 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 should 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 to comprise of Directors with a mix of skills, experience and attributes appropriate for the Company and its business; and
  • the principal criterion for the appointment of new Directors is the value that adds 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 is 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.

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 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 reportings;
  • 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 efficiently;
  • approve and monitor the progress of major capital expenditure, capital management and acquisitions and divestments;
  • ensure that appropriate governance and the integrity of the management information and internal control systems are established and maintained;
  • Appoint, determine the remuneration, evaluate the performance and 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.
Board meetings

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.

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.

Nominating Committee

This 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.

Remuneration Committee

This 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.

Audit Committee

This 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

This 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 in 1 November 2012. Subsequent amendments 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.

The Board Charter is made available for reference in the Company's website at http://policies.segi.edu.my.

简介

为配合2012年马来西亚企业管治守则(Malaysian Code on Corporate Governance 2012) SEG国际有限公司(SEG International Bhd)董事局(文中使用“公司”或“世纪”代之)通过操守守则履行公司对于利益相关者所负起的相关事务与法律责任。此操守并不意在详尽无遗,董事,管理人员及工作人员们在履行职务时被期望遵守这项守则,在必要时可能需要履行额外义务。

这项操守守则适用于集团所有董事,管理人员及员工(包括全职、试用期、合约、兼职及临时性员工)上。

要领操守领域

遵守法律

所有董事,管理人员及员工应当时刻遵守并确保他们在履行工作职务时遵循法律,法则与法规。此外,所有董事,管理人员及员工必须遵守所属相关监管与专业团体的操守与技术要求。本集团有权将任何疑似违法行为或活动交由警方或有关当局处理。

利益冲突

在与世纪或其利益相关者发生利益冲突的情况下,所有公司董事,管理人员及员工必须采取适当的必要行动以消除或有效管理相关冲突。

在发生利益冲突的情况下,员工利益冲突事宜必须立即交由董事经理处理,而董事的利益冲突事宜则交由董事会主席处理。

保密

所有董事,管理人员及员工在履行职务时必须谨慎确保集团的任何机密与敏感信息获得保密保障。他们不得向任何人或第三方披露官方或机密信息,除非获得相关授权或在法律约束。

董事们在履行董事职务所获知的机密信息必须保持保密并且不向任何董事会以外的人披露,除非是在董事会同意及法律规定要求下。

证券买卖

任何董事,管理人员及员工不应为了个人利益而将可影响本公司及/或其相关上市公司的非公开证卷价格消息(“内幕消息”)披露于任何一方或公开。在内幕消息正式公布以前,董事,管理人员及员工不得进行证券买卖,或将本公司及/或其相关上市公司证券买卖信息披露于他人。

动用公司资源

任何董事,管理人员及员工不应为了谋取个人利益而在履行职务过程中动用公司资产,信息或擅用工作中所造就的相关机会。动用任何资产必须获得相关使用授权或认可。

平等机会

所有员工将在无关种族、信仰、宗教、性别、国籍、年龄或残疾的情况下获得平等与合理的待遇。世纪将设法避免执行任何将可能导致歧视或骚扰任何雇员的行动或决策。

竞争

世纪与其他同业进行良性公平竞争。

环境,卫生与安全

集团将尽最大努力确保提供安全的工作环境,并保持恰当的职业健康与安全做法,以符合集团的业务与活动性质。集团必须时刻遵守当地的法律制约并肩负其员工及环境的责任。

行为失当

任何董事,管理人员及员工不得涉及任何或可能被集团视为严重行为失当的活动。因此,任何董事,管理人员及员工不得因外部利益而涉及任何可能会为集团带来声誉受损的不当行为与表现。

违反守则举报

任何员工如果发现,怀疑或违反了守则受促透过举报政策进行相关的举报或汇报。举报违反守则的举报政策常规,保障与程序列明于世纪官方网站上,请参阅http://policies.segi.edu.my。没有任何人士会因为真实诚信的举报而遭受任何的歧视或报复行动。

守则检讨

董事会将定期检讨守则以确保其相关性与适宜,相关条文将上载至http://policies.segi.edu.my.

守则宽免

守则宽免可在获得董事会或相关合适的董事会委员的许可下施行,宽免的个案将依据逐案情况的基础上进行,另外也只有在特殊合理情况下才接受与施行守则宽免。

*以上中文译本仅作为参考用途,一切条文均以英文原文为准,请参考 http://policies.segi.edu.my/code-of-conduct.php

语言 Chinese, Simplified

简介

SEG International Bhd Group (“SEGi” or “the Group”) expects the highest standards of integrity from all its employees and vendors. It takes a serious view of any wrongdoing on the part of any of its employees, management, directors and vendors, in particular with respect to their obligations to the Group’s interests.

The issues raised are usually not of a type discoverable by audit, but relate instead to personnel and business malpractices or misconducts.

The whistle-blowing channels are established to provide the stakeholders an avenue to voice their concerns without fear of retaliation, on any wrongdoing that they may observe in the Group.

All employees and vendors are encouraged to raise genuine concerns about possible improprieties in matters of financial reporting, compliance and other malpractices at the earliest opportunity, and in an appropriate way.

This in turn will help to promote transparency and accountability throughout the Group.

Purpose and scope of the Policy

This policy is designed to:

  • support the company’s values;
  • ensure employees can raise concerns without fear of reprisals; and
  • provide a transparent and confidential process for dealing with concerns.

This policy not only covers possible improprieties in matters of financial reporting, but also:

  • fraud;
  • misappropriation of assets;
  • criminal breach of trust;
  • corruption, bribery or blackmail;
  • criminal offences;
  • failure to comply with a legal or regulatory obligation;
  • misuse of confidential information;
  • endangerment of an individual’s health and safety;
  • acts or omissions which are deemed to be against the interest of the Group; and
  • concealment of any or a combination of the above.
Principles

SEGi expects all parties to act in good faith and have reasonable grounds when reporting a whistle- blowing complaint.

The principles underpinning the policy are as follows:

  • only genuine concerns will be reported;
  • all reports should be made in good faith with a reasonable belief that the information and any allegation in it are substantially true, and the report is not made for personal gain;
  • all concerns raised will be treated fairly and properly;
  • SEGi will not tolerate harassment or victimisation of anyone raising a genuine concern;
  • any individual making a disclosure will retain anonymity unless the individual agrees otherwise; and
  • SEGi will ensure no one will be at risk of suffering some form of reprisal as a result of raising a 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.

Malicious and false allegations will be viewed seriously and treated as a gross misconduct, and if proven may be subject to appropriate action, up to and including dismissal or legal action, where applicable.

Procedures

If any employee believes reasonably and in good faith that malpractice exists in the work place, the employee should report this immediately to his/her immediate superior or manager.

If for any reason, it is believed that this is considered inappropriate, then the concerns should be raised with his/her senior manager.

However, if for any reason the employee or party concerned is reluctant to do so, then he/she should report the concerns to either the:

  • Company Secretary; or
  • Head of Internal Audit Department; or
  • Audit Committee Chairman.

The party concerned could either email, fax or submit his/her complaints via letter.

Party who raises his/her concerns or submits the complaints via email, faxes or letters, should disclose his/her 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.

All reports will be investigated promptly. An investigation may include internal reviews, reviews by the external auditors or lawyers or some other external body, if necessary..

Once the investigation is completed, the appropriate company representative will inform the whistleblower of the results of the investigation as well as any corrective steps that are being taken, if any.

Where possible, steps will also be implemented to prevent similar situation arising.

Whistle-Blowing channels

The whistle-blowing channels are as follows:

Emails to whistleblowing@segi.edu.my

Faxes at +603-6145 2679

Letters to:
SEG International Bhd,
6th Floor, SEGi University College, No. 9, Jalan Teknologi
Taman Sains Selangor, Kota Damansara, PJU 5
47810 Petaling Jaya, Selangor
Attention:
Company Secretary or
Head of Internal Audit or
Audit Committee Chairman
“Strictly Confidential”

Confidentiality

The identity of parties reporting a whistle-blowing complaint will be kept confidential. However, their consent will be sought should there be a need to disclose their identity for investigation purposes. A dialogue will be carried out with the parties concerned as to whether and how the matter can be proceeded.

Employees who participate or assist in an investigation will also be protected. Every effort will be made to protect the anonymity of the whistleblower, however, there may be situations where it cannot be guaranteed.

Disciplinary action

If the claim of malpractice or misconduct is substantiated, appropriate disciplinary action will be taken against the responsible individual(s) up to and including termination of employment or legal action, where applicable.

Any act of retaliation or victimisation against the whistleblower will result in disciplinary action, up to and including termination of employment or legal action, where applicable.

The malicious use of the whistle-blowing policy will result in disciplinary action against the whistleblower, up to and including termination of employment or legal action, where applicable.

宗旨

董事会意识到董事会,股东与公众间交流的重要性,同时也认同股东与其他利益相关者获知影响公司重大业务事项的必要性。

有鉴于股东与其他利益相关者获取及时重要信息的必要性,董事会承诺并确保股东及公众在轻松与便利的方式下获取集团的最新财务业绩,新闻稿,常年报告及其他公司资料。股东交流政策为推动股东有效获取交流管道设定框架,从而促进他们在知情的情况下与公司进行交流,行使他们作为股东的权利。

与股东交流

股东大会

股东周年大会及其他股东大会为公司及股东们提供一个双向交流的机会与平台。董事会及主席鼓励股东们出席并参与所有的股东大会。在向全体股东派发会议通知后,股东若无法出席可通过填妥委派代表表格委任一名代表代为出席股东活动。

会议召集通知书必须清楚列明会议地点,日期与时间,同时必须在会议前至少14天以前派发于股东,在提呈任何特别决议案或股东周年大会的情况下,必须于会议21天以前知会股东。任何牵涉考虑特别事务而召开的会议必须附上相关提呈决议案所可能促成影响之声明。股东周年必须在至少14天以前发出通知,倘若在任何特别决议案提呈的情况下必须在至少21天以前发出通知,上述会议必须将广告至少刊登于任何1个马来文或英文日报之中,同时必须在马来西亚证券交易所发布公告。

财务及其他报告

按照主板上市规定及其他列明于www.bursamalaysia.com 的其他法律与条规,公司将向马来西亚证券交易所进行各种相关呈报,其中包括季度与年度业绩报告。

在符合监管要求等其他相关方式的情况下,本公司将不时通过公司公告及/或通函的方式与股东们沟通。

企业网站

本公司网站 www.segi.edu.my将提供公司相关资讯,其中包括与股东们沟通的渠道。

所有公告、年度报告、季度报告及公司通函将尽快在获得证券交易所通过以后上载至公司投资者关系网站 segi.investor.net.my。相关新闻稿与发表呈现也可在公司网站上取得以促进公司,投资者与潜在投资者之间的交流。

投资市场交流

本公司将定期举行新闻发布会并与分析师进行会晤,向他们更新公司的最新发展概况。分析师报告对公众开放,相关报告可于集团投资者关系网站 segi.investor.net.my 浏览。

集团欢迎股东及其他利益相关者提出咨询及反馈,同时也会派遣相应人员进行处理及/或促进公司,股东及潜在投资者们之间的沟通。股东们可以在任何时间,透过直接询问向董事们要求公开资料及提出意见与建议。

董事会也委任了一名高级独立非执行董事处理关于公司的关注事宜并向董事会进行转达。

股东隐私

公司重视股东们的隐私,除非在法律约束要求下,否则不会在未经股东许可以前透露任何个人资料。

政策检讨

董事会将定期检讨股东交流政策以确保其相关性与适宜,相关条文将上载至 http://policies.segi.edu.my

*以上中文译本仅作为参考用途,一切条文均以英文原文为准,请参考 语言 Chinese, Simplified

简介

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:

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:

Our Commitment & Objectives

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

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.