Introduction

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 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.

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 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.

Board Diversity

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.
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

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.

Remuneration Committee

The Remuneration Committee is responsible for developing the remuneration policy framework and to make recommendations to the Board on the remuneration packages of the Directors. The 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

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.

The Board Charter is made available for reference in the Company’s website at 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 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.

Confidentiality

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.

Equal opportunity

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.

Competition

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.

Misconduct

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.

Introduction

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.

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.

* Last review: 6 April 2017
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