...change is the end result of all true learning.

Transcription

1 U...change is the end result of all true learning. ANNUAL REPORT 2005 SEG INTERNATIONAL BHD U U ANNUAL REPORT2006 5th Floor, SEGi College, Persiaran Kewajipan USJ1, UEP Subang Jaya, Selangor Darul Ehsan. Tel Fax

2 SEGi Education Network A Winning Change It has been said that change is the only constant in life, and that is certainly true here at SEG International. In our 29 years, we have experienced tremendous growth and development that has enabled us to expand and establish our presence in Malaysia and the global economy. In that time, we have evolved from separate entities to one united institution. And therein lies our winning change. By streamlining our corporate structure and focusing on the needs and demands of private tertiary education today, we are not only ensuring the future of our students through education but the future of SEG International for years to come. COVER RATIONALE Vortex This cover design reflects the dynamism and fluidity of SEG International, which is constantly innovating to bring you the best in education. By being highly responsive to the changing needs and demands of the 21st century, SEGi has not only successfully made education more relevant but also more accessible to a wider cross section of society. Metafour CBSM, 2006 Colleges SEGi College, Subang Jaya Persiaran Kewajipan USJ UEP Subang Jaya Selangor Darul Ehsan Tel : Fax : infosj@segi.edu.my SEGi College, Kuala Lumpur 33 35, Jalan Hang Lekiu Kuala Lumpur Tel : Fax : infokl@segi.edu.my Business Units SMRC Learning Alliance Sdn Bhd Lot G(D) Ground Floor, The Summit Persiaran Kewajipan USJ UEP Subang Jaya Selangor Darul Ehsan Tel : Fax : info@smrc2u.com SBT Professional Publications Sdn Bhd 1st Floor, SEGi College Persiaran Kewajipan USJ UEP Subang Jaya Selangor Darul Ehsan Tel : Fax : sbt@segi.edu.my SEGi College, Petaling Jaya 10-18, Jalan SS2/ Petaling Jaya Selangor Darul Ehsan Tel : Fax : infopj@segi.edu.my SEGi College, Penang 33C, Lebuh Pantai Elceetee Building Penang Tel : Fax : infopg@segi.edu.my IFPA Resources Sdn Bhd Lot G(D) Ground Floor, The Summit Persiaran Kewajipan USJ UEP Subang Jaya Selangor Darul Ehsan Tel : Fax : info@ifpa.com.my Agensi Pekerjaan Job Venture Sdn Bhd 1st Floor, SEGi College Persiaran Kewajipan USJ UEP Subang Jaya Selangor Darul Ehsan Tel : Fax : info@job-venture.net SEGi College, Sarawak 211, Jalan Bukit Mata Kuching Kuching, Sarawak Tel : Fax : infoswk@segi.edu.my SEGi College of Technology, Kuala Lumpur 14-20, Luen Heng Building Jalan Hang Lekir Kuala Lumpur Tel : Fax : infotech@segi.edu.my Summit Early Childhood Edu-Care Sdn Bhd 5th Floor, SEGi College Persiaran Kewajipan USJ UEP Subang Jaya Selangor Darul Ehsan Tel : Fax : patrinachan@segi.edu.my Worldwide Accreditation Ltd Les Cascades Building Edith Cavell Street Port Louis, Mauritius

3 Contents Our Vision & Mission 2 A Brand New Start 2 Corporate Information 3 Notice of Annual General Meeting 4 Statement Accompanying Notice of Annual General Meeting 6 Chairman s Statement 8 President s Review 12 CEO s Insight 14 Board of Directors 16 Directors Profiles 17 The Management Team 21 Consortium of Global Partners 24 Partner Professional Bodies 28 What the Analysts Say 30 Financial Highlights 31 What the Press Says 32 Success Stories 34 The SEGi Family: SEGi College Subang Jaya 36 SEGi College Kuala Lumpur 37 SEGi College Petaling Jaya 38 SEGi College Penang 39 SEGi College Sarawak 40 SEGi College of Technology 41 Kuala Lumpur Business Units 42 SEGi Education & Training Programmes 43 Infrastructure & Facilities Upgrading 47 Looking Beyond Our Shores 48 Special Projects 50 Research & Development 51 Employee Welfare 52 SEGi as Part of the Community 53 Calendar of Events 56 Corporate Governance Statement 58 Statement of Directors Responsibilities 68 Audit Committee Report 69 Statement on Internal Control 71 Financial Statements Directors Report 74 Statement by Directors 79 Statutory Declaration 79 Report of the Auditors 80 Balance Sheets 81 Income Statements 82 Statement of Changes in Equity 83 Cash Flow Statements 85 Notes to the Financial Statements 86 Group Properties 119 Analysis of Shareholdings 121 Form of Proxy SEGi Education Network SEG International Bhd I 1

4 Our Vision & Mission VISION To be the premier education & training provider for all levels of society. MISSION To empower learners with education and training that is relevant to industry needs so that they can contribute positively to the global community. A Brand New Start At the start of 2006, the group had put in place its consolidation phase to retain its leadership position in the private education industry. The exercise involved the streamlining, merger and re-branding of its colleges and training centres throughout Malaysia. The re-branding capped SEGi s corporate strategy of streamlining and uniting its colleges, 1000 staff (full-time and part-time) and 13,000 students under a new name and common vision, mission and passion. SEGi now has six main campuses in the Klang Valley, Penang and Kuching. They are: SEGi College Subang Jaya, which was PRIME USJ, MSC International and Summit International; SEGi College Kuala Lumpur, which was Systematic College, Kuala Lumpur; SEGi College Petaling Jaya, which was Systematic College, Petaling Jaya; SEGi College Penang, which was Systematic College, Penang; SEGi College Sarawak, which was IBMS College, Kuching; and SEGi College of Technology, which was Systematic Institute of Information Technology. This enables the group to put its resources into its larger campuses and grow the business in a more co-ordinated and organised manner. SEGi has avoided the Big Bang approach which may then go flat. Instead, the re-branding is expected to spark off a move by the people within SEGi to change their mindset, attitude and approach to work and provision of quality education. Fuelled by its new slogan Passion Guided, Industry Driven, the new drive for SEGi is expected to introduce more innovative and industry-relevant programmes that will enhance the employability of its graduates. At the same time, it will also herald a new service culture and raise the bar in the provision of a complete learning experience by SEGi. 2 I SEG International Bhd

5 Corporate Information Board of Directors Registered Office CHAIRMAN YBhg Dato Pahamin A. Rajab PRESIDENT YBhg Dato (Dr) Patrick Teoh Seng Foo CHIEF EXECUTIVE OFFICER YBhg Dato Clement Hii Chii Kok EXECUTIVE DIRECTOR Mr Lee Kok Cheng DIRECTORS YBhg Dato Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas YBhg Datin Fadzilah bte Saad Mr Amos Siew Boon Yeong Mr Simon Hue Fook Chuan En Abdullah Kamal bin Shafi i Company Secretary Ms Lysia Lim Yew Nee (MAICSA ) 5th Floor, SEGi College, Persiaran Kewajipan, USJ UEP Subang Jaya, Selangor Darul Ehsan Tel: Fax: Website: Stock Exchange Listing Bursa Malaysia Securities Berhad, Main Board Auditors KPMG Wisma KPMG, Jalan Dungun Damansara Heights, Kuala Lumpur Tel: Fax: Registrar Symphony Share Registrars Sdn Bhd Level 26 Menara Multi-Purpose Capital Square, No. 8 Jalan Munshi Abdullah Kuala Lumpur Tel: Fax: /1 SEG International Bhd I 3

6 Notice of Annual General Meeting Notice is hereby given that the 20th Annual General Meeting of SEG International Bhd ( SEGi or the Company ) will be held at Room Pahlawan 6, Level 5, The Summit Hotel, Subang USJ1, Persiaran Kewajipan, USJ1, UEP Subang Jaya, Selangor Darul Ehsan on Wednesday, 21 June 2006 at 10 a.m. in order: AS ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the year ended 31 December 2005 and the Directors and Auditors Reports thereon. 2. To declare a final dividend of 2% less tax for the year ended 31 December 2005 as recommended by the Directors in their Report. 3. To approve the Directors fees of RM205,000 to be divided amongst the Directors in such manner as the Directors may determine. 4. To re-elect the following Directors retiring in accordance with the Company s Articles of Association: a. YBhg Dato Seri Megat Najmuddin bin Datuk Seri Dr Hj Megat Khas b. Mr Amos Siew Boon Yeong c. Mr Simon Hue Fook Chuan d. En Abdullah Kamal bin Shafi i 5. To re-appoint Messrs KPMG as Auditors of the Company and authorise the Directors to fix their remuneration. AS SPECIAL BUSINESS To consider and if thought fit, to pass the following ordinary resolutions: 6. Authority to Directors to Issue Shares THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby empowered to issue shares in the Company, at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares issued pursuant to this resolution in any one financial year does not exceed 10% of the issued capital of the Company for the time being and that the Directors be and are also empowered to obtain approval for the listing and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad ( BMSB ) and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company. 4 I SEG International Bhd

7 Notice of Annual General Meeting (cont d) 7. Proposed Renewal of Authority for the Purchase by SEGi of its Own Shares ( Proposed Share Buy-Back) THAT, subject to the Companies Act, 1965 ( Act ), the Memorandum and Articles of Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad ( BMSB ) and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of RM1.00 each in SEGi as may be determined by the Directors from time to time through BMSB upon such terms and conditions as the Directors may deem fit in the interest of the Company provided that the aggregate number of shares purchased pursuant to this resolution does not exceed 10% of the total issued and paid-up share capital of the Company; AND THAT an amount not exceeding SEGi s total audited retained profits and share premium account at the time of purchase be allocated by SEGi for the Proposed Share Buy-Back. Based on the latest audited financial statements of SEGi as at 31 December 2005, the retained profits and the share premium account of SEGi amounted to approximately RM11,609,000 and RM35,876,000 respectively; AND THAT the authority conferred by this resolution shall commence immediately upon the passing of this resolution and shall continue to be in force until: i. the conclusion of the next Annual General Meeting ( AGM ) of the Company, at which time it will lapse, unless renewed by an ordinary resolution passed by the shareholders of the Company in a general meeting; ii. the expiry of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or iii. revoked or varied by an ordinary resolution passed by the shareholders of the Company in a general meeting; whichever is the earlier; AND THAT the Directors be and are hereby authorised to act and to take all steps and do all things as they may deem necessary or expedient in order to implement, finalise and give full effect to the Proposed Share Buy-Back AND FURTHER THAT authority be and is hereby given to the Directors to decide in their absolute discretion to either retain the ordinary shares of RM1.00 each in SEGi purchased by SEGi pursuant to the Proposed Share Buy Back as treasury shares to be either distributed as share dividends or resold on BMSB or subsequently cancelled, or to cancel the shares so purchased, or a combination of both. 8. To consider any other business of which due notice shall have been given. FURTHER NOTICE IS HEREBY GIVEN that a depositor shall qualify for entitlement to the final dividend only in respect of: a. securities transferred into the depositor s securities account before 4.00 p.m. on 10 July 2006 in respect of ordinary transfers; and b. securities bought on Bursa Malaysia Securities Berhad ( BMSB ) on a cum entitlement basis according to the Rules of the BMSB. By Order of the Board LYSIA LIM YEW NEE Secretary Subang Jaya, Selangor Date: 30 May 2006 Notes: 1. A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. A member who is an authorised nominee may appoint at least one proxy in respect of each securities account it holds. 2. The Form of Proxy must be deposited at the Registered Office of the Company at 5th Floor, SEGi College, Persiaran Kewajipan, USJ1, UEP Subang Jaya, Selangor Darul Ehsan not less than 48 hours before the time and date of the meeting or adjourned meeting. 3. Explanatory Note to Special Business a. The proposed Ordinary Resolution 6, if passed, will give authority to the Directors of the Company to issue ordinary shares of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. b. The proposed Ordinary Resolution 7, if passed, will empower the Directors to purchase SEGi shares through Bursa Malaysia Securities Berhad ( BMSB ) up to 10% of the issued and paid-up share capital of the Company. Detailed information on the Proposed Share Buy Back is set out in the Statement to Shareholders dated 30 May 2006 which is despatched together with this Annual Report. SEG International Bhd I 5

8 Statement Accompanying Notice of Annual General Meeting (Pursuant to Paragraph 8.28 (2) of the Listing Requirements of the Bursa Malaysia Securities Berhad) 1. Directors who are standing for re-election at the Twentieth Annual General Meeting of the Company Pursuant to Article 86 of the Company s Articles of Association a. YBhg Dato Seri Megat Najmuddin bin Datuk Seri Dr Hj Megat Khas b. Mr Amos Siew Boon Yeong c. Mr Simon Hue Fook Chuan Pursuant to Article 93 of the Company s Act, 1965 En Abdullah Kamal bin Shafi i 2. Details of Attendance of Directors at Board Meetings There were six (6) Board meetings held during the financial year ended 31 December Details of attendance of the Directors are set out in the Corporate Governance Statement appearing on page 58 of the Annual Report. 3. Place, Date and Time of Twentieth Annual General Meeting The Twentieth Annual General Meeting of the Company will be held at Room Pahlawan 6, Level 5, The Summit Hotel, Subang USJ1, Persiaran Kewajipan, USJ1, UEP Subang Jaya, Selangor Darul Ehsan on Wednesday, 21 June 2006 at 10 a.m. 4. Further details of Directors who are standing for re-election Details of Directors who are standing for re-election are set out in the Directors Profiles appearing on pages 17 to 20 of the Annual Report. 6 I SEG International Bhd

9 Continuity gives us roots; change gives us branches, letting us stretch and grow and reach new heights. Water is a catalyst for reflection. It helps us reflect on our innermost thoughts, hopes, dreams and desires. SEG International Bhd I 7

10 Chairman s Statement DATO PAHAMIN A. RAJAB 8 I SEG International Bhd

11 Chairman s Statement (cont d) On behalf of the Board of Directors of SEG International Bhd (SEGi), I present to you the Annual Report and Audited Financial Statements of the Company and the Group for the financial year ended 31 December This year has been an eventful year for the Group albeit a challenging one. The overall private higher education industry suffered a slowdown in the last two years and SEGi was no exception. The Group however, took this opportunity to rationalise its businesses through mergers and disposals, and undertook an exercise to re-brand itself. The new SEGi is now leaner and meaner, ready to take on the industry. REVIEW OF FINANCIAL PERFORMANCE IN 2005 The Group recorded a profit before tax of RM1.0 million on the back of RM74.9 million revenue achieved for the year under review. The decline in results compared to the previous year was a reflection of the overall downturn of the private higher education industry. SEGi also suffered from the high number of graduating students in 2005 resulting from the exceptionally high number of new enrolments in 2001/2002. This situation has since stabilised and the number of new enrolments now is much stronger than the previous year. DIVIDEND The Board of Directors is recommending a final dividend of 2 sen per share less tax for the financial year ended 31 December The new SEGi is now leaner and meaner, ready to take on the industry. BUSINESS DEVELOPMENTS The Group made a definitive move during the year to rationalise its operations which resulted in cost savings and a reduction of expenses for the Group. In October 2005, the Group disposed 7 of its colleges and centres which are not profitable. Certain other colleges in the Group were subsequently merged. SEG International Bhd I 9

12 Chairman s Statement (cont d) In addition to the above, the Group also renamed all its colleges from their different brand names, PRIME, Systematic, IBMS, MSC and Summit to a single brand name, SEGi College. The tag-line, Passion Guided, Industry Driven was chosen to reflect the Group s offering of courses which prepare the students for the market place and are industry focused. The entire rationalisation exercise including the re-branding of the colleges is expected to boost the profits of the Group for 2006 and beyond. The Group has further strengthened its position by launching new 3+0 programmes in collaboration with Australian and UK universities in January We have also launched or are planning to launch in the near future new courses in niche areas such as tourism, hospitality, project management, nursing and games technology. With our newest partner university, Airlangga University in Indonesia, the Group will soon be offering medical, dentistry and pharmaceutical courses in collaboration with this university. Besides Airlangga University, the Group has also tied up with University of Sheffield, UK to offer their Engineering degree programmes and Upper Iowa University, US for their American Degree Programme. In April 2006, SEGi entered into a contract with the Youth & Sports Ministry to train a sizable number of youths each year. This contract will enable the Group to play a key role in the training of youths in the country that are unable to obtain a place in the Government training centres. In the same month, SEGi also entered into a contract with Kumpulan Darul Ehsan Berhad, the investment arm for the State of Selangor for the setting up of the Centre for Environmental Protection and Information. This contract entails training, education and certification on environmental and sustainable development, amongst other areas. TRAINING PROJECTS NEW CAMPUSES Besides the academic courses and skill-based trainings offered to students at our colleges, the Group is also actively sourcing for new training projects with corporations and Government bodies. SEGi views such training as an essential part of the Group s vision of being the premier education and training provider for all levels of society. SEGi College Subang Jaya moved into its new 12-storey campus in January This state-of-the-art campus that has a capacity of 6,500 students has attracted many new enrolments to the college. The construction of the main campus in Kota Damansara is progressing well and is expected to complete by early I SEG International Bhd

13 Chairman s Statement (cont d) CORPORATE DEVELOPMENT APPRECIATION In February 2006, SEGi and its subsidiaries entered into various agreements with Amanah Raya Berhad to sell and leaseback 3 properties of the Group located in Subang Jaya and Seri Kembangan. The entire sale and leaseback exercise when completed is expected to generate cash proceeds amounting to RM66 million. These proceeds will substantially reduce the borrowings of the Group resulting in a significant amount of savings in interest. SEGi has also carved a name amongst the private and public corporations as it is one of the largest, if not the largest, private training providers in the country. On behalf of the Board of Directors, I would like to thank our shareholders, partner universities and business partners, our students and valued corporate partners and our regulators and bankers for the confidence and continued support you have given to us. My gratitude too, to the management and staff of SEGi Group for their effort and dedication towards achieving the Group s objectives. Our sincere thanks and appreciation also goes to Tan Sri Dato Seri (Dr) Abdullah bin Ayub, my predecessor who has retired last year, for his invaluable contributions during his many years of tenure with SEGi. The board also acknowledges and appreciates Mr Kee Lian Yong, Tan Sri Datuk (Dr) Arshad bin Ayub and Tuan Haji Razi bin Yaacob for their contributions during their time with the Group. FUTURE OUTLOOK We believe our efforts in 2005/2006 have laid the groundwork for strong growth in the current and future years. The brand name SEGi College is fast becoming a household name amongst college seekers and the new campus buildings are landmarks to the public. The leaner operation of the Group after the rationalisation exercise is beginning to show positive results. PAHAMIN A. RAJAB Chairman SEGi has also carved a name amongst the private and public corporations as it is one of the largest, if not the largest, private training providers in the country. The successful attainment of the new training projects with the Government and other private corporation testifies to this and these projects will definitely be a booster to the Group s future. SEG International Bhd I 11

14 President s Review DATO (DR) PATRICK TEOH SENG FOO 12 I SEG International Bhd

15 President s Review (cont d) The year 2005 allows our Group to take stock of the issues and tackle the bull by both horns. We have shown that we are capable of taking drastic but decisive action to turn SEGi around holds many promises for the Group. Indeed the turn of the year saw the marking of a new milestone. We underwent a major restructuring exercise through the disposal of smaller centres and merger of profitable ones. The exercise also coincided with the rebranding of our colleges under the common SEGi brandname. The revitalised SEGi is now united with a common mission to empower our students and trainees with qualifications and skills that are relevant to industry needs, so that they may contribute positively to society. Student enrolments have picked up. The exercise also allows SEGi to enjoy lower advertising, promotion, administrative and operating costs. With the rebranding and merger, the Group is poised to address the growing demand for knowledge workers and skilled workforce. Such demand is expected to escalate following the focus in human capital development as the second phase of Vision 2020 outlined in the 9th Malaysia Plan released recently. We welcome the decision of the government to improve the country s overall education system. This will translate into more opportunities for SEGi to be part of concerted efforts to enhance the nation s productivity and competitiveness. Our Group has always been able to bounce back and break new highs in terms of profitability after each cyclical bottom and it will not be different this time. SEGi s latest appointment to train youths under a government programme is expected to provide earnings boosts to the Group. It will also lend us with a more diversified earnings base to work on, consistent with our strategy to penetrate a multi-market segment of school leavers, adult learners, vocational and corporate training. The Group will not be able to make the turnaround without the commitment of our people. A performance culture at all levels is fostered and is bolstered by appropriate rewards. Our people are motivated to grow in tandem with our long-term vision and goals. As a public-listed education Group in Malaysia, we believe that we should be leading the way in demonstrating Corporate Social Responsibility (CSR). Our obligation to the community is an integral part of our business strategy along with growth, profits, productivity and having a team or winners. We will continue to work responsibly and contribute positively to the academic and skills development of the community. The progress in CSR will deliver competitive advantage which will contribute to the Group s long-term success. In summary, the Group has seen a dramatic turnaround in its performance in late 2005 and early 2006, as a result of a series of strategic measures undertaken. The outlook for the future is promising and we are confident of achieving a few more positive milestones. We will continue to dedicate ourselves to achieve excellence, provide high quality and superior learning experience to our students, broaden our range of products to meet market needs, sustain shareholders confidence and contribute towards a society, where qualified and skilful people from different backgrounds can contribute and participate in the nation s economic and social progress holds many promises for the Group. Indeed the turn of the year saw the making of a new milestone. Our collaboration with leading corporate and industry companies under the valued corporate partnership (VCP) is also beginning to bear fruit, and will further strengthen our leadership position in adult learners market and corporate training. We are also proud to announce another milestone: the launch of our new main campus at Subang Jaya. The 12-storey premise boasts of modern fittings, a contemporary design and functional aesthetics. The campus is designed to provide a complete learning experience for up to 6,500 students. Construction of our flagship campus at Kota Damansara is underway and we expect to start operations by early When completed, the flagship campus will redefine the meaning of SEGi s complete learning experience. SEG International Bhd I 13

16 CEO s Insight DATO CLEMENT HII 14 I SEG International Bhd

17 CEO s Insight (cont d) A Leaner SEGi After Merger, Re-branding Reprinted with the permission from Starbiz dated 11 January 2006 In addition, the re-branding of the colleges, which took effect on Jan 7, would enable the group to reduce substantially its operational costs, especially for advertising and promotion (A&P). Currently, about 5% of the group revenue is spent on A&P. SUBANG JAYA SEG International Bhd s (SEGi)merger and re-branding will make the educational group leaner, and enable it to react promptly to changes in the marketplace... said Chief Executive Officer, Datuk Clement Hii. The exercise entails the disposal of seven smaller colleges and the merger of the group s remainder colleges into six main campuses under a new brand name, SEGi College. Hii said the group had also signed an agreement with a government -linked fund to sell and lease back the Subang Jaya campus for RM48.3mil. Besides making a tidy profit from the deal, we can enjoy the use of a campus built according to our needs. The funds generated from the sale and lease back and the disposal will help us reduce our gearing, he said. On SEGi s financial results for this year, Hii is optimistic the group would turn in a better performance. All indications point to that direction. With the disposal, our lossmaking centres will not drag down profits anymore and operational costs will be reduced, he said. Hii said the disposal of the smaller colleges, which were not profitable or only breaking even, would enable the group to focus on enhancing the profitability of its other colleges. Although the disposal of the colleges would reduce the student population by 2,500, the capacity of our new Subang Jaya campus will increase by 3,500, he said in an interview. The group would get RM18mil from the disposal, comprising RM7mil sale price and RM11mil inter-company debt to be settled by the buyer over a period of time. We will also be collaborating with the buyer, a training company, on a feeder system, whereby students from the disposed colleges will complete their degree programmes at SEGi Colleges. It will be a winwin situation for us, Hii said. We are planning to launch 50 new programmes throughout the year and this will help to increase student enrolment. SEGi had recently obtained approval to launch 17 new 3+0 undergraduate programmes in collaboration with Australian and British universities and the company expects its student population to grow by 15% to 20% from this year. SEG International Bhd I 15

18 Board of Directors Dato Seri Megat Najmuddin bin Datuk Seri Dr Hj Megat Khas Director Datin Fadzilah bte Saad Director Amos Siew Boon Yeong Independent Director Dato Pahamin A. Rajab Chairman Dato (Dr) Patrick Teoh Seng Foo President Dato Clement Hii Chii Kok Chief Executive Officer Lee Kok Cheng Executive Director Abdullah Kamal Shafi i Director Simon Hue Fook Chuan Independent Director 16 I SEG International Bhd

19 Directors Profiles DATO PAHAMIN A. RAJAB Chairman (Non-Independent Non-Executive Director) Malaysian DATO (DR) PATRICK TEOH SENG FOO President (Non-Independent Executive Director) Malaysian Dato Pahamin A. Rajab, aged 60, was appointed to the Board on 27 August 2002 and thereafter was appointed Chairman on 28 June He obtained the Bachelor of Arts (Hons) in History majoring in International Relations from the University of Malaya and also obtained the Masters in Arts in Public Policy and Administration, majoring in Economic Development from the University of Wisconsin, Madison, United States of America. He has also an LLB from the University of London and a Diploma in Syariah Law and Practice from the International Islamic University, Malaysia. Dato Pahamin has worked in several ministries and government agencies in Malaysia over a 30-year period and held various key positions including as Director General, Road Transport Department, Secretary General, Ministry of Domestic Trade and Consumer Affairs and Chairman of the Patent Board and the Controller of Copyright. He is recognised internationally as an expert in intellectual property laws by the World Intellectual Property Organisation and in Year 2000 was awarded the prestigious Cyber Champion International Award by Business Software Alliance in Washington. Dato (Dr) Patrick Teoh Seng Foo, aged 49, was appointed to the Board as President on 2 February An accountant by profession, he is a Chartered Accountant of the Malaysian Institute of Accountants and a Chartered Management Accountant/Fellow Member of the Chartered Institute of Management Accountants, United Kingdom. He also holds a Diploma in Commerce from Tunku Abdul Rahman College and was conferred the Honorary Doctorate in Business Administration by the University of Abertay Dundee, United Kingdom. He has wide experience in commerce and industry, having held senior management positions in multinationals such as Intel Technology, Woodward & Dickerson Inc and PricewaterhouseCoopers. Presently, he holds board positions in the following public listed companies: EcoFirst Consolidated Bhd Executive Deputy Chairman Meda Inc. Berhad President/Executive Director He is a member of the Executive, Remuneration and ESOS Committees of the Company. Currently he is an Advocate and Solicitor of the High Court of Malaya. He is also the Chairman of Airasia Berhad and a Director of MOCCIS. He is the Chairman of the Employee Share Option Scheme ( ESOS ), Nominating, Remuneration and Executive Committees of the Company. He has indirect shareholdings of 15,226,865 ordinary shares of RM1.00 each in the Company and has no direct interest in the shares of the subsidiaries of the Company. He has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company and no convictions for offences within the past ten years. In his private capacity, he takes an active interest in education. He is the Chairman of the Board of Governors of SJK(C) Chee Wen in Subang Jaya. At national level, he is the Chairman of the Education Committee in the Malaysia-China Business Council. He has a direct interest of 635,000 ordinary shares of RM1.00 each in the Company and he is a substantial shareholder of the Company by virtue of his indirect shareholding in EcoFirst Consolidated Bhd. Apart from the above, he has no family relationship with any director and/or major shareholder of the Company. He has not entered into any transaction, whether directly or indirectly, which has a conflict of interest with the Company other than those disclosed in the accompanying financial statements and has no convictions for offences within the past ten years. SEG International Bhd I 17

20 Directors Profiles (cont d) DATO CLEMENT HII CHII KOK Chief Executive Officer (Non-Independent Executive Director) Malaysian Dato Clement Hii Chii Kok, aged 48, was appointed to the Board on 3 September 2001 as the Executive Director of the Company and was later appointed as the Chief Executive Officer/Executive Director of the Company on 10 October He graduated with a Bachelor of Laws (Hons) degree from the United Kingdom. He is a former senior journalist holding positions in several local newspapers, including as Chief Editor of Borneo's leading English daily, The Borneo Post. He had also served in senior positions with management firms. Presently he is also the Group Managing Director of EcoFirst Consolidated Berhad, listed on the Main Board of Bursa Securities Malaysia Berhad. He is a member of the Executive and ESOS Committees of the Company and has a direct shareholding of 945,500 ordinary shares of RM1.00 each in the Company. He is also a substantial shareholder of the Company by virtue of his indirect shareholding in EcoFirst Consolidated Berhad. He has no family relationship with any director and/or major shareholder of the Company. He has not entered into any transaction, whether directly or indirectly, which has a conflict of interest with the Company, other than those disclosed in the accompanying financial statements and has no convictions for offences within the past ten years. MR LEE KOK CHENG Executive Director (Non-Independent) Malaysian He joined the Group as Vice President (Operations) in June 2003 and thereafter was promoted to the position of Chief Operating Officer in January In SEGi, he is responsible for all operational matters of the colleges and business units of the Group. He is a member of the Executive and Risk Management Committees of the Company and he does not have any interest in the shares of the company or its subsidiaries. Prior to this, Mr Lee has eighteen years of experience in another educational institution and his last position was the Group Executive Director of that institution. He was instrumental in implementing many e-applications to replace paperwork for the accounting, human resource and information technology functions. He has no family relationship with any director and/or major shareholder of the Company. He has not entered into any transaction which may be deemed to have potential conflict of interest with the Company and he has no convictions for offences within the past ten years. DATO SERI MEGAT NAJMUDDIN BIN DATUK SERI DR HJ MEGAT KHAS Independent Non-Executive Director Malaysian Dato Seri Megat Najmuddin bin Datuk Seri Dr Hj Megat Khas, aged 60, was appointed to the Board on 2 February He holds an Honours Degree in Law from the University of Singapore. He is prominent in the corporate sector and holds several important posts. For instance he is the President of both the Federation of Public Listed Companies Berhad and the Malaysian Institute of Corporate Governance. Lee Kok Cheng, aged 46, was appointed to the Board as Executive Director on 28 June He obtained the BSc (Hons) Computer Science from University Sains Malaysia in 1985 and thereafter in 1996 he obtained his Masters in Business Administration from the University of Dubuque, Iowa, United States of America. He is currently pursuing the Doctor of Business Administration from the University of Newcastle, Australia. He is currently the Non-Executive Chairman of three public listed companies i.e. Tradewinds Corporation Berhad, Asian Pac Holdings Berhad and My-Infotech (M) Berhad. He is also an independent nonexecutive director on the Board of Dialog Group Berhad and Salcon Berhad. He was a member of the High Level Finance Committee of the Ministry of Finance and Capital Market Advisory Council of the 18 I SEG International Bhd

21 Directors Profiles (cont d) Securities Commission. He was also a member of the 2nd National Economic Consultative Council and Corporate Debt Restructuring Committee. He is now a member of the UMNO Malaysia s Disciplinary Committee and he plays an active role in the Institute of Integrity Malaysia. He has a direct shareholding of 297 ordinary shares of RM1.00 each in the Company and has no indirect shareholding in the Company nor has he any interests in the subsidiaries of the Company. He has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company and no convictions for offences within the past ten years. She is a member of the Audit Committee of the Company. Datin Fadzilah has indirect shareholdings of 15,226,865 ordinary shares of RM1.00 each in the Company and has no direct interest in the shares of the subsidiaries of the Company. She has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company and no convictions for offences within the past ten years. MR SIMON HUE FOOK CHUAN Independent Non-Executive Director Malaysian DATIN FADZILAH BTE SAAD Director (Non-Independent Non-Executive Director) Malaysian Datin Fadzilah bte Saad, aged 65, was appointed to the Board on 27 August She is a Chartered Accountant and holds a Masters of Business Administration degree. In 1968, she joined the government accounting service and all through her career she served many departments, mainly the Accountant General s Department. She retired from the government service in 1996 after 28 years of service. She was conferred the bintang kebesaran KMN by the Federal Government and PCM by the Perak Government. Datin Fadzilah still plays an active role in the academic field. She is a council member of the Malaysian Institute of Certified Public Accountants and an Adjunct Professor of University Utara Malaysia. Currently, she is a Director of MOCCIS and does not hold any other directorships in public companies. Simon Hue Fook Chuan, aged 44, was appointed to the Board on 20 June He obtained both the Bachelor of Economics and Bachelor of Laws degree from the University of Sydney in 1984 and 1986 respectively. Thereafter, he was admitted as a Barrister-At-Law to the Supreme Court of New South Wales, Australia in 1987 and in 1988 he was admitted as an Advocate and Solicitor to the High Court of Malaya. He is presently practising as an Advocate and Solicitor under the firm s name of Messrs Simon Hue & Associates which has been established since April Formerly, he practised in Messrs Ho, Loke & Koh, as a Legal Assistant from 1990 to 1994 and later as a Partner from 1994 to March He is a member of the Audit, Nominating and Risk Management Committees of the Company. He does not hold any other directorships in public companies. He does not have any interest in the shares of the Company or its subsidiaries. He has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company and no convictions for offences within the past ten years. SEG International Bhd I 19

22 Directors Profiles (cont d) MR AMOS SIEW BOON YEONG Independent Non-Executive Director Malaysian EN ABDULLAH KAMAL SHAFI I Director (Non-Executive Non-Independent) Malaysian Amos Siew Boon Yeong, aged 47, was appointed to the Board on 2 February He qualified as a Certified Public Accountant in 1984 and is currently a member of the Malaysian Institute of Certified Public Accountants, a Chartered Accountant with the Malaysian Institute of Accountants and an associate member of the Malaysian Institute of Taxation. He is also a Certified Financial Planner and is a member of the Financial Planning Association of Malaysia. He started his auditing career and professional training with the accounting firm Coopers & Lybrand in 1978 before establishing his own practice in He is currently the sole practitioner of the public accounting firm Messrs Siew Boon Yeong & Associates. He has gained extensive knowledge, skills and experience in auditing, tax planning, corporate finance and financial planning. He was also involved in numerous assignments on mergers and acquisitions, debt restructuring and liquidation. He is also an independent nonexecutive Director of EcoFirst Consolidated Bhd and an Executive Director of TMC Life Sciences Bhd. He is the Chairman of the Audit Committee of the Company and a member of the Nominating and Remuneration Committees of the Company. He does not have any interest in the shares of the Company or its subsidiaries. He has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company and no convictions for offences within the past ten years. Abdullah Kamal Shafi i, aged 59, was appointed to the Board on 28 June He began his career with Bank Pertanian Malaysia ( the Bank ) in During his tenure at the Bank, En Kamal specialised in the field of Agricultural Credit/Financial Analysis. He was admitted as a Fellow of the Economic Development Institute of the World Bank in His last position was as the Assistant General Manager of Human Resource. He retired in 1997 and he was a member of the Bank s Management Committee. He attended various executive programmes from established educational institutions overseas, one of which is INSEAD Business School, Fontainebleu, France in In addition, he attended a diploma programme at the College of Agriculture Malaya, Serdang ( ), and a degree programme in Agricultural Science at Lincoln College, University of Canterbury, New Zealand ( ). En Kamal was the Executive Director of both First Cartel (M) Sdn Bhd (the official organiser of the internationally renowned cycling race Le Tour de Langkawi) and DwiGergasi Sdn Bhd (Proton Vehicles dealership). He was also a board member of WRP Asia Pacific Sdn Bhd (formerly known as Wembley Rubber Products Berhad). Presently, he is a board member of MOCCIS and Ladang MOCCIS Sdn Bhd. He is a member of the Executive Committee of the Company. He has direct and indirect shareholdings of 10,000 and 18,982,078 ordinary shares of RM1.00 each in the Company and has no direct interest in the shares of the subsidiaries of the Company. He has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company and no convictions for offences within the past ten years. 20 I SEG International Bhd

23 The Management Team From left to right: Tan Sin Kean Senior Director, Strategic Alliances Cheryl Chong Poh Yee Vice President, Financial & Corporate Services Dato Clement Hii Chief Executive Officer Lee Kok Cheng Chief Operating Officer Hew Moi Lan Vice President (Operations) From left to right: Doris Pamela Alexius Director, Research & Development Dr Wong Boon Kwei Director of Operations Ir. Clifford Tan Project Director Bruce Lim Aun Choong Senior Director, Group Marketing Ailin Ton Dato Isahak Director, Business Development SEG International Bhd I 21

24 The Management Team (cont d) From left to right: Nicholas Ching Lai Hock Director, Special Projects Hajjah Roswati bt Rahmat Director, Regulatory Affairs Dr Chow Yong Neng Executive Assistant to CEO Annuar Zamzury Jolis Director, Training Services Doreen Ong Lee Aei Senior Manager, Human Resources From left to right: Ng Kim Leng Finance & Accounts Manager Lee Kee Hin Head of Creative Communications Cindy Khaw Su Ming Manager, Legal Services Yong Lit Seng IT Manager Lysia Lim Yew Nee Company Secretary 22 I SEG International Bhd

25 Water is flexible and adaptable. It is strong, determined and persistent and always rises to the challenge. The Management Team (cont d) Action & reaction, ebb & flow, trial & error, change is the rhythm of living. Out of our over-confidence, fear; out of fear, clearer vision, fresh hope. And out of hope, progress. SEG International Bhd I 23

26 Consortium of Global Partners THE UNIVERSITY OF SHEFFIELD, UK According to the University Guides, University of Sheffield is one of UK s leading universities. The Virgin 2005 Alternative Guide to British Universities, for instance, says that Sheffield is a top university across the board. Teaching quality assessments rate Sheffield s teaching very highly across a wide range of subjects, and official research assessments confirm its reputation as a centre for world-class research in many disciplines. The University has more than 25,000 students from 116 countries and almost 6,000 staff. The University of Sheffield s research partners and clients include Boeing, Rolls Royce, Unilever, Boots, AstraZeneca, GSK, ICI, Slazenger, and many more prominent multinationals, as well as UK and overseas government agencies and charitable foundations. Sheffield offers articulation pathways for SEGi students to complete their engineering degree with the university. UNIVERSITY OF SUNDERLAND, UK (UOS) Sunderland is acknowledged as one of Britain s foremost attractions in the North West for its surviving historic and cultural heritage. The dynamic new university founded its Business School in the early 1990s, and prospered in physical expansion and reputation within five years. Its teaching has been recognised for excellence by the Quality Assurance Agency in the UK. The University has diversified its programmes to tailor to corporate clients, entrepreneurs and researchers alike. It has also developed four research centres under its Business and Management Research Group initiative. In Malaysia, Honours degrees in Business Management and Engineering are offered by the University of Sunderland to cater to those who want to experience the advantages of Sunderland s contemporary business and engineering expertise. The University also offers the Master of Business Administration programme to SEGi students. THE UNIVERSITY OF BOLTON, UK A Member of the Association of Commonwealth Universities, Bolton is UK s newest university. It received its full university status in 2004 after extensive consultation led by Britain s Privy Council. As stated by the Mayor of Bolton, the granting of university title will increase its prestige, besides attracting more local and overseas students to enrich the cultural diversity of this North West borough. Bolton has an 8,000-strong student population across the globe. For students in Malaysia, Bolton has established its reputation in delivering world-class qualification. It awards degree qualifications through its Honours programme in business administration, computing and accountancy. 24 I SEG International Bhd

27 Consortium of Global Partners (cont d) THE UNIVERSITY OF GREENWICH, UK (UOG) An award-winning university with research affiliations and partnerships in more than 80 countries worldwide, UOG has delivered international education excellence in the vibrant and challenging technologybased world. UOG is accredited by The Institute for Management of Information Systems (IMIS). It is also a past recipient of prestigious awards from the British Computing Society (BCS), and The Queen s Anniversary Prize. The University continues to pioneer research in developing new mathematical, statistical and computing-related programmes at degree and postgraduate levels. With flexible module-based approach supported by SEGi s learning support centres, UOG offers the Honours Computing degree with exposure to subjects such as information systems engineering, database design and implementation, networking, e-commerce and web development and I.T. project management. It also offers the Master of Science in Information Technology. UNIVERSITY OF ABERTAY DUNDEE, UK (UAD) From its birth as the Dundee Technical Institute in 1888, The University of Abertay Dundee has received global acclaim for developing innovative and instructive courses in constantly evolving disciplines spanning technical fields such as software engineering and computer games design as well as business fields including accountancy and commerce. Being among Scotland s top 3 institutions for research funding, UAD has an entrenched reputation for professionalism in offering career-driven higher education. It received top ratings by UK s Quality Assurance Agency, when 79% of graduates gave the thumbs up for the University s teaching methodologies and learning approaches. SEGi collaborates with UAD in offering 3+0 honours qualifications in accountancy and finance, business administration and marketing. SEG International Bhd I 25

28 Consortium of Global Partners (cont d) UNIVERSITY OF SOUTHERN QUEENSLAND, AUSTRALIA (USQ) USQ was recognised by Australian Good Universities Guide s as University of the Year in 2000/2001 for promoting the concept of e-university. USQ s objective to embrace, develop, promote and transfer knowledge has been successfully achieved through the integration of communication technologies in its teaching and research environment. This resulted in USQ gaining the Commonwealth of Learning Award of Excellence for Institutional Achievement in SEGi collaborates with USQ in offering 3+0 twinning degrees and articulation pathways into bachelor programmes in administrative management, marketing, human resource management, I.T., engineering, multimedia, mass communication and early childhood education. USQ also delivers the Master of Business Administration (MBA) and Master in Education (MEd) programmes in Malaysia on supported learning mode. THE UNIVERSITY OF THE SUNSHINE COAST, AUSTRALIA (USC) Set in the midst of a popular tourist destination, USC has been winning praises for its dynamic role in international research initiatives. This is reflected by its keen mission to build on local-global partnerships, upgrading graduates skills and in securing internships with institutions and corporations. Defined by small and personalised learning strategies, USC has been rated highly by graduates for satisfactory academic services and quality electronic support. It received 5-Stars by the Australian Good Universities Guide in In 2003, USC was commended for having the most number of academic staff with Doctoral or Masters degrees of all learning institutions in Queensland. USC collaborates with SEGi in delivering and supporting the Master of Business Administration (MBA) and Master of Financial Planning (MFP) programmes. THE UNIVERSITY OF NEWCASTLE, AUSTRALIA (UON) UoN has nearly 23,000 students spread over two main bushland campuses in Australia s Hunter region. The University delivers unmatched academic programmes over 150 degree courses in disciplines such as business, law, education, information technology, engineering, built environment, nursing, science and the arts. UoN has been offering progressive, competitive and comprehensive courses since Its outstanding quality of research output has gained top 10 ranking among Australian research institutions. The Australian Good Universities Guide in 2005 gave UoN 5-stars for innovative academic delivery and electronic support for offcampus learners. In Malaysia, SEGi collaborates with UoN in the University s Master of Business Administration (MBA) and Doctor in Business Administration (DBA) programmes. JAMES COOK UNIVERSITY, AUSTRALIA (JCU) JCU holds its place among the world s best in research facilities in tropical sciences. Established since 1970 in Townsville, Queensland, it provides a wide span of courses in business, engineering, law, medicine, bio and social sciences, and the creative arts. The University also fosters joint ventures and ongoing partnerships with other education and research institutions in the region and around the world. JCU has committed itself in elevating the employability of its graduates through its coursework and teaching which focuses strongly on emerging global developments and a continued emphasis on producing strategic thinkers with competent leadership and managerial skills. In Malaysia, JCU offers pathways for SEGi students to obtain bachelors degrees in business and engineering. SEGi also provides recruitment and local support for JCU s Master of Business Administration (MBA) programme. 26 I SEG International Bhd

29 Consortium of Global Partners (cont d) THOMPSON RIVERS UNIVERSITY, CANADA (TRU) TRU was formerly the University College of the Cariboo, having transformed from a grassroot community college institution founded in 1970 with the objective of providing cutting-edge programmes for the manufacturing, trade and technology sectors in British Columbia and across Canada. The University has also extended into distance education by acquiring the former BC Open University (BCOU). Its motto Quansem Ilep is a Chinook Indian word meaning to strive ahead. From its main campus in Kamloops, a culturally vibrant and natural recreational destination in provincial Canada, TRU s mandate is shaped by accessibility, choice, flexibility, affordability and personal attention enjoyed by students. In Malaysia, TRU offers diploma qualifications in computer systems operations and management through SEGi s recruitment and local support offices, en route to a bachelor degree in applied computing science. AIRLANGGA UNIVERSITY, INDONESIA Airlangga University started as a branch of the University of Indonesia in 1948 with two faculties, namely Faculty of Medicine and Faculty of Dentistry. The University was named after the famous King Airlangga who ruled the eastern part of the Indonesian archipelagos from 1019 to Its aim is to be an independent, innovative and foremost university both regionally and globally. Today, Airlangga University is a forerunner in science development, technology, humanities and arts based on moral and religion. The University is currently working with SEGi in developing programmes in medicine, nursing and pharmacy. OTTAWA UNIVERSITY, USA (OU) Founded as a not-for-profit learning institution in 1865, OU comprises a residential campus as well as adult campuses across the United States. Around the world, OU has about 8,500 students through academic collaborations extending to Hong Kong, Singapore, Taiwan and Malaysia. It is accredited by the US Higher Learning Commission (HLC). In Malaysia, OU offers a bachelor s degree in business administration and the Master of Business Administration (MBA). These programmes are delivered through an innovative blend of online learning with workshops conducted by OU professors in the United States. SEG International Bhd I 27

30 Partner Professional Bodies INSTITUTE OF CHARTERED SECRETARIES AND ADMINISTRATORS, UK (ICSA) ASSOCIATION OF CHARTERED CERTIFIED ACCOUNTANTS, UK (ACCA) The Association of Chartered Certified Accountants (ACCA) is the largest international accounting body, comprising over 300,000 members in over 160 countries worldwide. With 100 years of experience in providing rigorous accountancy training, ACCA professional courses are designed to enhance the knowledge, skills, industry standards and practices of finance and non-finance professionals alike. The Association has seen the rise of membership, ensuring accounting practices are relevant to modern demands. Institute of Chartered Secretaries & Administrators The Institute of Chartered Secretaries and Administrators (ICSA), founded in 1891, has more than 44,000 members, while 30,000 students undertake its professional courses each year. The qualification is recognised in over 70 countries. Its mission is to benchmark standards for company secretarial best practices, corporate governance and taxation. ICSA members with five years experience in taxation management can apply for Malaysian Association of the Institute of Chartered Secretaries and Administrators (MAICSA) professional membership. SEGi Colleges offer the ICSA qualification with exemptions for its degree or diploma holders. SEGi Colleges offers tuition that qualifies its students for professional membership into ACCA, and eligibility for membership into the Malaysian Institute of Accountants (MIA). SEGi students have regularly emerge as top students worldwide in the ACCA examinations. They also frequently receive the Best Paper Prize winners award from ACCA. CHARTERED INSTITUTE OF MANAGEMENT ACCOUNTANTS, UK (CIMA) The Chartered Institute of Management Accountants (CIMA) offers financial qualification with strategic management-driven function. It boasts over 62,000 members in 155 countries and more than 80,000 students worldwide, earning its reputation as the preferred business qualification provider. CIMA training and qualification enhances professional management accountancy practices in various sectors, in an age where globalised perspectives of business, information and finance strategies are the keys to corporate management success, while ensuring the protection of public interests. In Malaysia, the CIMA course is delivered at SEGi Colleges. 28 I SEG International Bhd

31 Partner Professional Bodies (cont d) LONDON CHAMBER OF COMMERCE AND INDUSTRY, UK (LCCI) The London Chamber of Commerce and Industry (LCCI) is an independent body representing the biggest business membership in London. Membership into LCCI reflects reflects competence in various aspects of business accounting, while accelerating career opportunities worldwide. LCCI is a non-profit organisation set-up to support the development of professional learning amongst its fraternity. SEGi s LCCI students have received more than 180 international awards since CHARTERED INSTITUTE OF MARKETING, UK The Chartered Institute of Marketing (CIM) was founded as a sales managers association in 1921 in UK, with the aim to improve sales techniques and upgrade the skills of professional sales managers and marketing professionals. CIM provides practical and relevant marketing qualifications. It is committed to delivering world-class knowledge and strategies needed in training professional marketing practitioners to be more informed and connected. Members of CIM are awarded Chartered Marketer status. ASSOCIATION OF BUSINESS EXECUTIVES, UK (ABE) Founded in 1973 by industrialists, educationists and politicians as a not-for-profit institution, the mission of the Association of Business Executives (ABE) is to be a market leader in the provision of costeffective, quality British management education which is recognised by institutions and the industry in the UK and worldwide. In 2000, ABE began conducting business management qualifications in Bahasa Malaysia, moderated in the UK. The body reviews its courses every three to five years to meet the contemporary needs of the market and to develop ranks of highly-skilled business professionals possessing thorough understanding and competency in global business skills and knowledge. SEG International Bhd I 29

32 What the Analysts Say SEGi is a recommended stock as we reckon SEGi s earnings will grow This is underpinned by its sustainable growth in its private education business as well as its vocational courses going forward. OSK RESEARCH SDN BHD SEG International Challenges Ahead 1 June 2005 Shunned and unloved = Significant re-rating potential. The market has yet to fully appreciate SEGi s earnings recovery potential. SEG International ( SEGi ) believes in being a provider of education and training for various market segments. This strategy of catering to tertiary students, part-time learners, vocational students and other training programs has enabled SEGi to weather the drop in tertiary student enrolment with the country s introduction of National Service in end AMRESEARCH SDN BHD Investment Theme For January 2005 A diversified leader in the private education industry compared with its peers. OSK RESEARCH SDN BHD Top Malaysian Small Cap Companies 100 Hidden Jewels 1 March 2005 We expect SEGi to register record earnings in FY 2007, and we believe given time, SEGi could be an institutional darling stock again. K&N KENANGA BHD SEG International - Darling Again? 6 April 2006 Given the competitive landscape of the industry, it is indeed a smart and prescient move on the Group s part of moving into the industrial segment of the sector. By moving into the industrial segment, the Group is ahead of the curve and will be less affected by the intense competition for students occurring in the industry currently. TA SECURITIES HOLDINGS BERHAD SEG International A Dramatic Turnaround 7 April I SEG International Bhd

33 Financial Highlights GROUP FIVE YEARS FINANCIAL SUMMARY RM'000 RM'000 RM'000 RM'000 RM'000 Revenue 55,910 80,580 92,571 86,263 75,118 Profit before tax 11,167 12,746 19,679 11,994 1,000 Net profit 7,221 5,111 14,373 9, Share capital 79,128 79,133 80,996 88,647 89,093 Shareholder s fund 115, , , , ,558 Total Assets 168, , , , ,219 Basic earnings per share (sen) Proposed gross dividend per share (sen) ,000 80,000 60, (80,580) 2003 (92,571) 2004 (86,263) 2005 (75,118) 40,000 (55,910) 20,000 Revenue (RM 000) 350, , , , , (168,830) 2002 (210,835) 2003 (225,513) 2004 (275,020) 2005 (301,219) 100,000 50,000 Total Assets (RM 000) SEG International Bhd I 31

34 What the Press Says SEGi s new objective is providing a world-class quality education with industry-driven programmes... SEG International Bhd s (SEGi) success as one of the leading private education providers in the country has made the analyst fraternity sit up and take note. Analysts seem to be pretty enthusiastic about the group s future, and its ability to grow its business. The Group has consistently out-performed the KL Composite Index and other listed education providers since the beginning of the year. STARBIZ, THE STAR 24 January 2005 It is simply brilliant that out of 22 students from Malaysia, 5 have the highest award of First Class Honours, said Vice-Chancellor and President of James Cook University Prof Bernard Moulden. The 5 First Class Honours graduates were among 15 students who received SEGi s High Achievers Scholarship (HAS). EDUCATION, THE STAR 5 June 2005 (SEGi College) won both praise and admiration from delegates of the University of Sunderland when they made a recent visit. I have never ceased to be amazed by the rapid growth of SEGi, not only in terms of student numbers, but also improvements in all other aspects. SUNDAY MAIL 22 May 2005 It is timely for SEGi s operations to be represented by a single yet strong brand. The rebranding programme was aimed at building a stronger brand for the entire group as well as allowing SEGi to efficiently market and promote itself locally and abroad. STARBIZ, THE STAR 30 June 2005 Officiating the launch of charity event organised by MSC International College, YB Datuk Ong Tee Keat said: Art and design education programmes are rapidly gaining popularity today. The arts not only develop skills needed for employment but also nurture life skills like decision making, reasoning, creative thinking and problem solving. I am pleased that our society is starting to slowly yet surely accept arts as a core discipline of study. EDUCATION, THE STAR 5 July 2005 SEGi s centralised examination department is 100% compliant with no non-conformities. Their (SEGi) management system is at par with most international universities and exceeding some others. It is not a requirement for private higher education institutions to have an exam department. Exam departments are only found in universities. EDUCATION, THE STAR 21 August I SEG International Bhd

35 What the Press Says (cont d) The MSC status marks a significant milestone in SEGi s pursuit of excellence in higher education. SEGi will leverage its MSC status by working closely with the IT industry under partnerships for various areas, such as R&D with IT companies, job placement and attachment for its students and graduates, and staff upgrading. NEWS, THE SUN 28 October 2005 SEGi s new objective is providing a world-class quality education with industry-driven programmes. Students are more attracted to campus-type facilities, which is why SEGi is focusing on upgrading it s big campuses in Subang Jaya, Kuching and Kota Damansara. EDUCATION, THE STAR 15 January 2006 On SEGi s financial results for this year, Datuk Clement Hii is optimistic the Group would turn in a better performance. All indications point to that direction. With the disposal, our loss-making centres will not drag down profits anymore and operational costs will be reduced. STARBIZ, THE STAR 11 January 2006 Malaysia s youngest television station 8TV, in collaboration with SEGi College, is offering scholarships totalling RM300,000 to outstanding students. SEGi also announced that they had recently appointed Malaysian Idol winners Jaclyn Victor and Daniel Lee, as college ambassadors. Hii said: They (Idols) are role models for our youths. Jaclyn and Daniel have worked hard and both convey the message that nothing is impossible. EDUCATION, THE STAR 12 March 2006 SEG International Bhd I 33

36 Success Stories The foundation in engineering gained at SEGi readied me for university and life. The lecturers are superb and I have many fond memories here. My family believes in the quality of education at the College, that is why my two cousins, Kumar and Yokendra, are also currently pursuing their studies in Engineering at SEGi, and my younger sisters, Sathya and Sivasathi, also began their tertiary education at the College where they both did the A-Levels programme. Both my sisters have furthered their education to Manipal, India, pursuing degrees in medicine and dentistry. My family have trust and confidence in SEGi College. DR. KUBERAN ANANDARAJAH PhD in Mechanical Engineering and First Class Honours in Mechanical Engineering degree from Loughborough University, UK. Ex-SEGi College Subang Jaya I credit my accomplishment to my lecturers who had taught me. Their support and understanding had made it possible for me to score well in the examinations. PI JIA WAN Winner of 5 World Gold Medallions in the LCCI 2004 examinations. Ex-SEGi College Kuala Lumpur I like the flexibility of the programme as it allows me to set my own pace of study. I was able to complete my degree by the age of 21, a couple of years ahead of my friends of the same age. RONALD WONG First Class Honours BSc (Hons) in Civil Engineering, University of Southern Queensland, Australia. Ex-SEGi College Subang Jaya Studying part-time is tough as time is limited for me a working mother of 2 young children. I managed to juggle my time and the experience was made better as most of the lecturers are very professional, dedicated and helpful. STEPHANIE CHANG WAI PING Stage II Certificate in Montessori Theory and Pedagogy and achiever of Outstanding Student Award for the Faculty of Education and Social Sciences. Ex-SEGi College Subang Jaya Having Bolton lecturers to teach the programme gave us the assurance of the quality of education we were receiving. It provided a better learning experience and built our confidence. SHAMANNI NITTA DORAI MANI First Class Honours in the Bachelor of Business Administration, University of Bolton, UK. Ex-SEGi College Penang The engineering foundation gained was essential for my degree studies. I chose SEGi as it was said to have one of the best engineering facilities. The lecturers are helpful and easy to talk to, building my confidence in speaking up in classes. When I went over to JCU, I was able to adapt quickly to the learning environment in Australia. MARGARET WONG JIA YI First Class Honours for Bachelor of Chemical Engineering, winner of James Cook University Academic Medal, and the Zonta Award for Best Women in Engineering Thesis. Ex-SEGi College Subang Jaya 34 I SEG International Bhd

37 Success Stories (cont d) It s my ambition to become a chartered accountant and the degree is a vital step towards that goal. The structure of the course, especially with coursework and analytical exam-type questions, is quite a challenge but valuable experience. I appreciate the importance of studying outside the textbooks and applying our analytical thinking throughout our studies. TAN MAY KEY BA (Hons) Accountancy & Finance, University Prize for the Best Performance, University of Abertay Dundee, UK. Ex-SEGi College Petaling Jaya It was an initially unnerving experience studying from home, on my own, with no tangible indication that I m a student of USQ. But it s a small price to pay for the excellent education and life changing experiences we have all shared in and take away from our time with USQ in whatever mode of study. DANIEL LOY Master of Online Studies and Postgraduate Valedictorian of the University of Southern Queensland, Australia. Head of Academic, Faculty of Creative Arts and Design, Ex-SEGi College Subang Jaya The conducive learning environment and experienced teaching staff made the learning process much easier. For working adults, this is imperative as not to add on to our daily pressures in life. The University s involvement in our study progress too makes it seem more personal rather than feeling of abandonment which some distance learning MBAs have. WENDY CHANG YING YING Master of Business Administration of the University of Southern Queensland, Australia. SEGi College Sarawak SEG International Bhd I 35

38 The SEGi Family SEGi is one of the leading private higher education and training providers in Malaysia. The Group offers academic, professional and commercial education and skills training. The Group has managed to retain its leadership position in the industry by successfully completing its consolidation phase, which involved the streamlining, merger and re-branding of its colleges and training centres throughout Malaysia. It will continue to expand its business beyond the conventional full-time tertiary education offered by most private colleges by venturing into other areas related to the philosophy of upgrading one s qualification or skills. It has successfully built a reputation as a clear leader in vocational and adult learning segments, and has made inroads into corporate training and other special projects related to skills development. SEGi now serves over 13,000 students through its 6 major campuses located in the Klang Valley, Penang and Kuching, Sarawak. SEGi COLLEGE SUBANG JAYA SEGi's new 12-storey main campus in Subang Jaya located within the college belt in one of the largest townships in the country has a capacity of 6,500 students. The impressive colonial and roman façade and architecture houses state-of-the-art facilities such as computer and multimedia centres, engineering and science laboratories, wireless access hotspots, student lounges, games room, a theatre, among others. Students of the campus will have free access to sports facilities through the SEGi-3K Sports Partnership. This will enable students to use the gymnasium and swimming pool, enjoy football, badminton, squash and other sporting activities at the 3K Sports Complex located across the road from the main campus building. With the new campus, SEGi College Subang Jaya is poised to attract large international and adult learners, while capturing a larger slice of the school leavers market in the Klang Valley as well as outstation students. Students of SEGi College Subang Jaya have written hundreds of success stories. Over 200 of them have obtained First Class Honours from top-notch universities from around the world. The main campus at Subang Jaya also offers a wide variety of programmes in disciplines such as business, accountancy, engineering, information technology, creative arts & design to early childhood education, to name a few. SEGi College Subang Jaya plans to launch new programmes in Hotel & Tourism, Nursing and the American Degree Programme later this year. Standing, from left: Lydia Foong Yoke Yean Dean, Faculty of Education & Social Sciences Dr Wong Boon Kwei Dean, Faculty of Engineering & IT Helena Tan Dean, Faculty of Business & Accountancy Nicholas Ching Lai Hock Dean, Faculty of Creative Arts & Design Seated: Lee Kok Cheng Chief Operating Officer/Principal 36 I SEG International Bhd

39 The Segi Family (cont d) Standing, from left: Lawrence Ngu Deputy Principal & Head of Administration Lonnie Sik Senior Marketing Manager Seated, from left: Hew Moi Lan Vice President (Operations)/Principal Doris Pamela Alexius Head of Academic SEGi COLLEGE KUALA LUMPUR Founded in 1977, SEGi s Kuala Lumpur campus has built a strong reputation in offering Business, Accounting, Marketing and IT courses ranging from foundation to degree level, as well as professional programmes. SEGi College Kuala Lumpur s strength is renowned in the Klang Valley and parents who have studied at SEGi continue to recommend their children to study at SEGi. Strategically located in the capital city of Malaysia, students of this campus enjoy cosmopolitan living with access to all the modern amenities of the city such as Light Rail Transport (LRT), buses, shopping malls, banks, restaurants, tourist attractions, entertainment spots and more. Having close to 30 years of educational excellence, SEGi College Kuala Lumpur has nurtured thousands of graduates who have gone on to succeed in their careers. The college also boasts of having lecturers with more than 10 years of experience. To date, the college has more than 4,000 students studying on full-time and part-time modes. With the new mantra Passion Guided, Industry Driven, the people of SEGi College Kuala Lumpur are passionately committed to providing the best quality education to equip its students with industry relevant skills for the new millennium. SEG International Bhd I 37

40 The Segi Family (cont d) SEGi COLLEGE PETALING JAYA Committed to academic excellence, SEGi College Petaling Jaya (SCPJ) prides itself as one of the best equipped city campus colleges in Malaysia. The city campus is located at SS2, the heart of Petaling Jaya township. From right: Ramesh Pathmanathan Principal Pamela Lopez Head of Academic SCPJ has a proven track record of world and Malaysian prize winners in various professional and university examinations. Since its inception in 1977, SCPJ has produced many graduates who are today, successful accountants, professional managers, systems engineering and consultants in the business and I.T. industry. SCPJ offers programmes in business, accountancy and information technology at foundation, diploma and degree levels. Its strategic location also makes SCPJ the choice institution for working professionals, executives and managers who are also attracted by the flexibility of the programmes offered at this campus. 38 I SEG International Bhd

41 The Segi Family (cont d) SEGi COLLEGE PENANG SEGi College Penang offers a wide range of diploma, degree and professional courses in the fields of business, accounting, marketing and computing. It currently occupies a fourstorey city campus building located at the heart of Georgetown, the capital of the island state. Its unique location offers students easy access to public transportation, banks, post-office, eating places, shopping complexes and other amenities. Superior learning experience is ensured at the Penang campus with air-conditioned classrooms, a well-stocked library, networked computer laboratories with multimedia facilities and internet access. SEGi College Penang offers a unique learning experience to its students with its signature dedication from lecturers and staff, with their distinctive Penang hospitality. Care is taken to ensure that students are given personal attention, in-depth coverage of the syllabus and hands-on approach to learning. SEGi s campus in the Pearl of the Orient attracts a sizeable number of international students from countries such as Indonesia, Pakistan, China, Africa and Myanmar. From left: Cheryl Kay Fenn Yeoh Principal Joel Chong Vice Principal SEG International Bhd I 39

42 The Segi Family (cont d) From left: Raymond Chai Koh Hian Head, Sales & Marketing Stella Lau Kah Wai Deputy Principal Jeffrey Goh Beng Poh Director of Operations (Sarawak)/Principal SEGi COLLEGE SARAWAK SEGi College Sarawak forms the gateway for the Group to East Malaysia. It was established with the prime objective of providing quality training to school leavers to prepare them for their future. Today, SEGi College Sarawak stands as one of the largest private colleges in East Malaysia, offering a wide range of programmes to many segments of the market. The campus in Kuching is popular with locals, outstation and international students. The location of the campus at the heart of the capital city of Kuching makes it one of the top choices for the working adult market. Students have access to all the amenities nearby such as banks, restaurants, hotels and shopping centres. The institution has a team of dedicated managers and academics, with many years in the education field. Lecturers are adequately qualified with many years of working experience in their areas of specialisation. Finely-tuned to the needs of Sarawak s economic and social development objectives, SEGi College Sarawak provides programmes that cover many sectors of management, accountancy, hospitality, law and IT. 40 I SEG International Bhd

43 The Segi Family (cont d) SEGi COLLEGE OF TECHNOLOGY, KUALA LUMPUR Located in the city of Kuala Lumpur, SEGi College of Technology (SEGiTech) is an MSC Status Institution, an award from the Multimedia Development Corporation (MDeC) of Malaysia. SEGiTech caters to students interested in information technology and computing, at certificate, diploma and degree levels. SEGiTech was set up in 1982 to make I.T. education opportunities available to the people of Kuala Lumpur and its outskirts. The college is located within an eight storey building which houses 5 fully-equipped computer laboratories, lecture rooms, library & resource centre and discussion rooms. It has a student population of approximately 1,400 students. Since its inception, it has earned a reputation as the preferred college for those interested in furthering their education in the disciplines of I.T. and computing. Since then, the college has grown and has diversified into engineering and business programmes. SEGiTech also provides corporate training, particularly in short ICT programmes. From left: Lum Soo Yan Acting Vice Principal Hew Moi Lan Vice President (Operations)/Principal SEG International Bhd I 41

44 The Segi Family (cont d) BUSINESS UNITS SMRC Learning Alliance Sdn Bhd A comprehensive centre dedicated to adult learners, SMRC is recognised for its total support learning environment and provides bachelor, master and doctorate qualifications in business, accounting, management and computing in collaboration with Australian, UK and US institutions. IFPA Resources A pioneer in offering the international Certified Financial Planner (CFP) programme, IFPA caters to a niche market of professional financial planning education. Recently, IFPA also caters for Islamic Financial Planning and CFP On-line. This business unit further provides routes into CPA Australia and master qualifications in the same field. From left: Lee Chean Yee Administration Executive, SBT Professional Publications, USJ Judy Lim Assistant Manager, Agensi Pekerjaan Job Venture, USJ Edward Cheah Wai Phang Operations Manager, SMRC Learning Alliances; IFPA Resouces, USJ Patrina Chan Paik Yee Operations Manager, Montessori Child Enrichment Centres, USJ SBT Professional Publications This is the business unit that looks into the printing, binding and distribution of internal course modules, examination papers and other internal courseware materials. Job Venture A job placement service for SEGi College graduates/jobseekers in matching their career needs with the requirements of prospective employers. Summit Early Childhood Edu-Care SEGi s business unit that owns and operates the St. Nicholas Montessori Centre preschools network. SECE implements the academic courseware and operating systems developed collaboratively by SEGi s Faculty of Education and Social Sciences and Montessori Centre International. 42 I SEG International Bhd

45 SEGi Education & Training Programmes The Group will continue to develop new programmes to meet the current and future demands of the industry. The Group is poised to address the growing demand for leaders, knowledge workers and a skilled workforce. Such demand is expected to escalate following the focus in human capital development as part of the second phase of Vision 2020 outlined in the 9th Malaysia Plan released recently. The decision of the government to improve the country s overall education will translate into more opportunities for SEGi to play a part in building the nation s productivity and competitiveness. The Group will continue to develop new programmes to meet the current and future demands of the industry. Efforts will also be undertaken to ensure SEGi s range and quality of academic and training programmes are constantly upgraded and repackaged to remain competitive and to sustain our leadership stake in the private education sector. SEG International Bhd I 43

46 SEGi Education & Training Programmes (cont d) PRE-UNIVERSITY ACCOUNTANCY Pre-university programmes are designed to provide the right foundation for academic and critical thinking skills. At SEGi, courses are complemented with a complete learning experience, orientating students into a college environment and preparing them for graduate studies at university level in the disciplines of business, arts, I.T. and science. SEGi offers the Foundation in Commerce and Foundation in Science. Accounting and accountancy training provides substantial skills for organisational planning and growth. SEGi offers full pathways for its students to obtain an accounting degree through its 3+0 BA (Hons) Accountancy & Finance twinning programme with University of Abertay Dundee. Its Diploma in Accounting students are also able to articulate their qualification into accounting degrees from University of Southern Queensland, Australia and University of Abertay Dundee and The University of Bolton from the UK. MARKETING SEGi also offers academic programmes in marketing, which is focused on customer, branding strategies, advertising, product development and promotions. Main marketing qualifications include 3+0 bachelor degree programme from University of Abertay Dundee and University of Southern Queensland, Diploma in Marketing and the CIM professional course. HUMAN RESOURCE MANAGEMENT BUSINESS & MANAGEMENT Innovative graduates with business knowledge and savvy skills accelerate organisational growth and competitiveness. SEGi offers 3+0 business degrees with University of Abertay Dundee (UAD), UK and University of Southern Queensland (USQ), Australia. Its colleges also offer the Diploma in Business Administration programme leading to degrees from top-notch universities in UK, US and Australia. This is a discipline which concerns one of the most important resources of a company its people. The SEGi Diploma in Human Resource Management enables students to learn to deal with and manage human resources at the workplace in areas such as terms of employment, staff motivation, legal issues, teamwork and payroll. Upon completion of the diploma, students have the option to pursue the final part of the bachelor degree in human resource management from University of Southern Queensland or James Cook University from Australia. PROJECT MANAGEMENT The increasing projectisation of organisations has led to a greater reliance on trained project managers. The SEGi Diploma in Project Management is designed to provide the qualification for middle managers and executives who play a central role in the management of multiple projects running simultaneously. 44 I SEG International Bhd

47 SEGi Education & Training Programmes (cont d) Sheffield University and University of Nottingham from the UK, James Cook University and University of Southern Queensland from Australia, among others. INFORMATION TECHNOLOGY & COMPUTER STUDIES Technological development and its adoption by organisations is central for the transformation of management culture, lifestyle and the global economy. SEGi Colleges offer the Bachelor of Science (Hons) Computing 3+0 twinning degree programme with the University of Bolton, UK. The Colleges also offer the Diploma in Computer Studies and Diploma in Information Technology, which allow for progression to the final part of degrees from University of Greenwich and The University of Bolton from the UK. CREATIVE ARTS & DESIGN ENGINEERING SEGi College offers an impressive range of engineering disciplines such as mechanical engineering, civil engineering, electrical and electronic engineering and chemical engineering. Its engineering students have gone on to write many success stories. The Faculty of Engineering & Technology is proud to count close to 200 students who had obtained First Class Honours in engineering from top-notch universities worldwide. The programmes are delivered using applied methodologies and state-of-the-art engineering facilities. Articulation paths into bachelor degrees are formed with SEGi College Faculty of Creative Arts & Design was set up to be the premier centre for media, art and design education in Malaysia. Students of the college are not only provided with a qualification or skill in creative arts and design, but are prepared to brace the challenges of the industry when they step into the working world. Its art & design students frequently receive commendations and awards from the industry. SEGi offers diploma programmes in a diverse range of disciplines such as multimedia design, advertising design, graphic design, interior design, industrial design, video & animation, photography, performing arts (theatre) and music. Upon completion of the diploma, students can articulate their qualification into degrees from University of Southern Queensland, Australia. EARLY CHILDHOOD EDUCATION Early childhood education applies specialist knowledge in the teaching and nurturing of pre-school children. The Faculty of Education & Social Sciences at SEGi College provides Montessori-based early childhood diploma qualifications from Montessori Centre International, UK and the Diploma in Early Childhood Education. The programmes enable articulation into the Bachelor of Early Childhood degree from University of Southern Queensland, Australia. SEG International Bhd I 45

48 SEGi Education & Training Programmes (cont d) AMERICAN DEGREE PROGRAMME POSTGRADUATE PROGRAMMES The American Degree Programme (ADP) at SEGi College of Graduate Studies offers students the opportunity to complete their studies without having to transfer to the United States. The programme is based on the same model, followed by students in universities all over the United States. Upon completion of the programme, students will graduate with a Bachelor of Science degree majoring in either Communications, Financial Management, Management, Management Information Systems, Marketing or Psychology from Upper Iowa University, USA. SEGi is a clear leader in the adult learners segment by offering flexible and part-time learning mode to this slice of the market. SMRC Learning Alliance Sdn. Bhd. (SMRC), is the recruitment and local support centre for many postgraduate programmes offered by top-notch universities from the UK and Australia. These include the Master of Business Administration programme from University of Southern Queensland, the University of The Sunshine Coast, University of Newcastle, James Cook University and Sunderland University. SMRC also provides local support for the Doctorate in Business Administration. HOSPITALITY & TOURISM SEGi College is in the midst of developing innovative diplomas in Hospitality and Tourism Management. The programmes are designed to have strong industrial recognition with constant reviews, feedback by leading players of the industry. Other postgraduate programmes supported by SMRC include the Master in Science (Information Systems) from University of Greenwich and the Master of Education from University of Southern Queensland. The programme also allows for industry placements & apprenticeship in renowned hotels and service related industries in Malaysia and around the world. LAW Legal and paralegal professionals can gain international qualifications by pursuing the Diploma in Law and the Bachelor of Law offered externally by the University of London at SEGi College Sarawak. FINANCIAL PLANNING An approved education provider of Financial Planning Association of Malaysia (FPAM), IFPA Resources is a major player in offering the Certified Financial Planner (CFP) professional qualification. IFPA also supports the Master of Financial Planning programme by The University of The Sunshine Coast, Australia. In 2005, IFPA was also instrumental in providing financial planning training under the Graduate Training Scheme. VOCATIONAL & TRAINING COURSES SEGi s vocational training programmes are suitable for students who are not academically inclined to obtain skill-based training. Its training centres provide vocational courses under the Majlis Latihan Vokasional Kebangsaan (MLVK) in the disciplines of Automotive, Aircon Repair & Maintenance, Computer Systems Technician, Information Systems Administrative Assistant, Multimedia Artists and Graphic Design all of which are certified by the Ministry of Human Resources Malaysia. Its training centres also provide training under the Graduate Training Scheme to enable graduates to be skilled, hence enabling a better job match with the needs of the industry. 46 I SEG International Bhd

49 Infrastructure & Facilities Upgrading With the completion of our consolidation and re-branding exercise, SEGi is looking forward to strengthen its leadership in its core businesses by investing in major full-fledged campuses to respond to students need for a complete learning experience. Its new 12-storey Subang Jaya main campus opened its doors to students in January With a capacity of 6,500 students, the campus will be in the position to capitalise on its strategic location within one of Malaysia s largest townships at Subang Jaya. The said campus is poised to attract international students and adult learners, while capturing a larger slice of the school leavers market in the Klang Valley as well as outstation students. The said campus will showcase state-of-the-art facilities such as computer and multimedia centres, cafeteria, creative arts gallery, engineering & science laboratories, hotspot wireless access, student lounges, games room, video editing room and music room, among others. SEGi students will also have free access to sports facilities through the SEGi-3K Sports Partnership. This will enable students to enjoy the usage of the gymnasium and swimming pool and football, badminton, squash and other sporting facilities at the 3K Sports Complex located across the road from the main campus. SEGi s flagship campus at Kota Damansara is designated to be a prestigious education landmark in the Klang Valley. It is a purposebuilt institution with full-fledged academic, research and recreational facilities. The RM90 million college campus will provide academic and skills-based training programmes to a maximum of 12,000 students. It is designed to provide a complete learning experience and is positioned to attract international students. Construction of the superstructure of the campus building is already in advanced stage and is expected to be completed by early SEG International Bhd I 47

50 Looking Beyond Our Shores We venture overseas by providing high quality programmes with reputable partners who understand local demands and are able to offer excellent local support. The Group will continue to forge alliances with leading institutional partners to extend our reach, regionally and internationally. 48 I SEG International Bhd

51 Looking Beyond Our Shores (cont d) LOCAL INSTITUTION, GLOBAL CONNECTIONS CHINA Beijing China USA United Education Development Co Ltd, Beijing Beijing China USA United Education Development Co Ltd, Jinan Cosmo Energy Elite International Holdings Ltd, Shenzen Hangzhou Business College, Zhejiang Hang Zhou Business College, Hangzhou International Technical Education Organisation Ltd, (ITEO), Fujian Jinken College, Nanjing Jin Hua University, Zhejiang Lion International College, Guangdong Qilu International Training College, Shandong Shenyang Institute of Chemical Technology, Shandong Shenzen Training Center & Service Bureau, Shenzen Weifang University, Shandong Yangzhou Polytechnic College, Jiangsu LAOS RVMS Management Services (Laos) Ltd HONG KONG Campus International Chartered Education Campus Business Correspondence School MAURITIUS Rushmore Business School SRI LANKA Access Engineering Ltd SINGAPORE RVMS International Pte Ltd INDIA Institute of International Studies, Hyderabad Institute of International Studies, Bangalore Edusource Student Services Pte Ltd, Chennai INDONESIA Yayasan Pendidikan Interstudi, Jakarta Jakarta International College, Jakarta First Class Education Center, Medan MYANMAR RVMS Management Services Co Ltd, Rangoon CAMBODIA RVMS International (Cambodia) Ltd SEG International Bhd I 49

52 Special Projects SEGi s strategy to diversify its operations and establish niches elsewhere is beginning to bear fruit. By moving into other segments, particularly in training and industrial segment, the Group aims to be ahead of the curve and will be less affected by the intense competition for students occurring in the industry currently. Greater linkages with the government and industry will open up other opportunities for the Group. CENTRE FOR ENVIRONMENTAL PROTECTION & INFORMATION (CEPI) A Joint Venture Agreement between SEG International Bhd with the Selangor State's Investment arm, Kumpulan Darul Ehsan Berhad, for the establishment of the Centre for Environmental Protection & Information (CEPi) was signed on the 24th of April The main philosophy in the establishment of CEPi is to assist in the protection, preservation & rehabilitation of the wealth of biological and ecological resources within the State of Selangor Darul Ehsan. PROGRAM BELIA CEMERLANG SEGi is presently tapping into its network of partner universities and strategic partners to form a panel of environmental experts to serve on CEPi's Board of Scientific & Technical Experts. Members of this Board will provide inputs and guidance to CEPi on its various activities and serve as authorities in the respective fields to render assistance and advice to CEPi and to the relevant authorities on matters and issues relating to the environment. SEGi has secured a public-private partnership with the Government of Malaysia under the Ministry of Youth & Sports to provide skillsbased training for 10,000 youths per year over a period of 5 years. The current training centres owned and managed by the Ministry are insufficient to provide places for the 30,000 odd applicants for skill based courses each year. As an attempt to achieve its training capacity, the Ministry has an outsourcing scheme through the buying of places available in private entities with the requisite facilities and qualified human resources. The project Program Belia Cemerlang was conceived as part of the 9th Malaysia Plan to hasten the training of youths in the country. The Group will provide value-added features to the Program by putting in additional curriculum on character building and entrepreneurship as well as job placement services for the trained youths. SEGi, as the main contractor of Program Belia Cemerlang will lead a group of bumiputera-owned training providers in strategic locations to offer greater geographical spread. The courses to be offered include those on both hard and soft skills, with strong bias towards employability and marketability of the trained youths. 50 I SEG International Bhd

53 Research & Development The Group s listens to its customers and constantly identify breakthrough ideas for growth. Research and development form the basis of its medium and long-term growth strategies. It also provides the crucial data necessary for implementation of the Group s future expansion plans. PRODUCT DEVELOPMENT Continuous research helps the Group in identifying market breakthroughs and differentiators. These are important in sustaining SEGi s market leadership. We seek to develop cutting-edge, quality programmes at foundation, diploma and degree level studies. Innovative courses that are industry relevant are being designed and continuously upgraded. SEGi is also active in repackaging its current suite of products so that they become relevant to new segments of the market. EDUCATION MANAGEMENT SYSTEM (EMS) The EMS system is an Oracle-based software system customised to manage personal data and perform the tasks of registering, maintaining and reporting students records. The system also provides aging reports for collection tracking. EMS was developed to allow fuss-free scheduling of classes, attendance tracking and classroom allocation. EMS is integrated with the Centralised Examinations Department for the processing of exam registration and result transcripts. An alumni database stores records of students achievement, and provides SEGi access to the graduates in its future marketing efforts. SEGI2U E-LEARNING PORTAL An innovative web portal was developed and installed to enhance learning of accounting, business, marketing and computing at SEGi College. It is a seamless housekeeper cum manager of student personal data, and value-adds students learning experience by complementing traditional classroom teaching. Interactive delivery also facilitates independent study through online materials, self-test exercises, discussion boards and chatroom. The system allows students access to real-time campus updates, and plays a key role in developing e-learning capabilities. JOINT R&D WITH UNIVERSITY PARTNERS Strategic identification of future education trends has underscored SEGi s growth as an education provider. Joint research with our consortium of global universities has enhanced the interchange of knowledge and ideas. The Group also integrates research findings and market needs into its academic approaches. SEGi also works with the consortium of global partners in quality assurance, particularly in areas of syllabi development & teaching methods. The Group conducts specialised R&D in engineering, early childhood education, hospitality & tourism, as well as nursing. SEGi also collaborates with its partner universities in providing recruitment and support services. COLLABORATION WITH INDUSTRY PARTNERS SEGi has embarked on Valued Corporate Partnerships (VCPs) with more than 250 large, medium and small organisations to ugrade the skills and qualifications of their staff and and their family members. The Group also works closely with selected VCPs in areas of setting up of education funds, curriculum development, student & graduate attachments, internship and job placements. CENTRALISED EXAMINATIONS DEPARTMENT The Centralised Examinations Department received the ISO 9001: 2000 Quality Management System from the independent ABS Quality Evaluations, Inc (US) certification board. The award was given in recognition of integrity of its examination management and support services. Proper checks and balances of internal college exams are ensured. Continuous research on best practices at UK universities and professional institutions, as well as rigorous resource management are factors in maintaining stringent quality assurance. SEG International Bhd I 51

54 Employee Welfare SEGi strives to create a balance between the value that employees contribute to the Company and the rewards offered in return. This objective is fulfilled by fostering a working environment where good, innovative ideas and integrity are encouraged throughout the organisation. We believe that the pulse of this dynamic culture is an investment in learning. The people at SEGi are both expected and encouraged to fulfil training that helps them to navigate a more competitive marketplace and provide superior services that are felt by our customers. Academic faculty managers, programme consultants and lecturers are adequately qualified and trained, with many opportunities to upgrade their professional and technical expertise. Educational assistance schemes are offered to our people to encourage personal growth. SEGi also provides for study loans, scholarships and discounts for its people. Staff discounts and rebates are also extended to immediate family members and siblings. The Group believes in sourcing for talent and promoting its people from within. It is through continuous upgrading of job knowledge and skills at all levels that the organisation can achieve its objectives of being a leader in human potential development. SEGi aims to instil a high level of work ethics, and values in its people for their contribution, competency, accountability, integrity and responsibility. SEGi constantly updates its employment policy so as to make it current, and to ensure a holistic direction for staff sourcing, recruitment, remuneration, the creation of a conducive work environment, people relations, increment, incentives and promotion, conflict resolution and training. It also provides employee welfare through health insurance, medical coverage, hospitalisation and retirement benefits for our network of 700 people in the organisation. The Group extends share ownership to management and executives via the share option scheme (ESOS). The exercising of share options is based on the growth in earnings per share (EPS). SEGi s blueprint for employee welfare is a strategy to produce a culture of excellence amongst our people, so as to exceed the expectations of our customers, shareholders, associates and partners. 52 I SEG International Bhd

55 SEGi as Part of the Community Knowledge may be outdated with the passing of time,but the education industry will never become obsolete. With campuses and training centres nationwide, SEGi differentiates itself by offering industrydriven education to as many market segments as possible. And we aim to strike a fine balance between business and social responsibilities. Dato Clement Hii, CEO OUR ROLE SEGi continuously look for opportunities to contribute positively to society and add social value in ways that will impact positively on its brand and business. We make it our mission to ensure that students and graduates from our institutions are able to contribute to the community. In a feature article on 16th September 2005, Malaysian Business, a leading business magazine ranked SEGi 4th among 65 public listed companies that were surveyed in terms of their Corporate Social Responsibilities. The Group needs to play its part well as a leading private education provider in the hope that it can inspire others to contribute in their own way towards enhancing human capital of Malaysia. We feel that as a member of the community, our social investment programmes are sometimes best run in partnership with other private, voluntary and community-sector organisations that share our objectives, common approaches and synergistic resources. Here are some of the programmes initiated in 2005 and 2006: SEGi was also given a special mention in the ACCA Malaysia Environmental and Social Reporting Awards (MESRA) 2005 in recognition of its completeness, credibility and communication in disclosure of its social information, uptake of environmental and social reporting and awareness of corporate transparency issues. SEG International Bhd I 53

56 SEGi as Part of the Community (cont d) Karangkraf Education Fund: An agreement was signed with Kumpulan Karangkraf to set-up a RM5,000,000 Education Fund to benefit staff, their family members and readers of the local publishing giant, for the next 5 years. The launch event was witnessed by YB Dato Dr Shafie Salleh, Minister of Higher Education of Malaysia; Program Mutiara Selangor Bistari: RM1, 000,000 scholarship was pledged to the Government of Selangor to upgrade the qualification and skills of students and youths in the state. The programme was launched by YAB Dato Seri Dr. Khir bin Toyo, the Menteri Besar of Selangor; Program Bistari Sarawak: RM30,000 worth of scholarships were given to students in Sarawak, particularly those in the rural areas. The programme was launched by YB Dato Seri Dr. James Jemut Masing, Land development Minister SCHOLARSHIPS & EDUCATION FUNDS EDUCATION OUTREACH PROGRAMMES Scholarships and contribution towards Education Funds are given mainly as fee waivers. In fact, the Group has repurposed some of its excess capacities at its colleges to good use. This generous act was done, in many instances, with marginal costs to the company as the scholarship and bursary holders were joining scheduled programmes where large proportion of the costs have already been sunk in. The SEGi High Achievers Scholarship (HAS): Scholarships, valued at RM860,000 were given out to top scorers in the 2005 SPM and STPM examinations to pursue tertiary education at SEGi Colleges; 8TV Scholarship Fund: SEGi was the official partner for the inaugural 8TV scholarship project. RM300,000 worth of scholarships were given out to 10 worthy candidates; The Group organised the National Secondary School Quiz with Nanyang Siang Pau, which attracted more than 480 participants from 120 secondary schools. The event was held at 8 locations nationwide. More than RM260,000 worth of cash, scholarships and prizes were given out to worthy winners of the competition; SEGi organised the annual Seminar dan Bengkel Kecemerlangan SPM 2005 series of workshops featuring renowned mathematics & science teacher, Sunny Yee. The event, held at Subang Jaya, Petaling Jaya, Kuala Lumpur, Rawang, Sungai Besar and Penang, attracted more than 4,300 students who are preparing for their SPM examinations. The Group intends to hold such very well received seminars in more locations in the South and East Malaysia; Star Education Fund: The Group has contributed RM500,000 worth of scholarships to this fund for 23 students to pursue Diploma and Degree level studies; Sin Chew Scholarship Fund: RM300,000 worth of scholarships were pledged to the fund to benefit 12 students jointly selected by SEGi and the Sin Chew Jit Poh, a leading Chinese newspaper; 54 I SEG International Bhd

57 SEGi as Part of the Community (cont d) Sponsored Karnival Aktiviti Pendidikan dan Kerjaya Sekolahsekolah 2005 organised by Pejabat Pendidikan Daerah Petaling. The event saw participation by students and teachers from close to 70 schools in the Petaling district; Organised School Outreach Programmes which aims to provide career and education workshops and seminars to secondary schools in Subang Jaya, Petaling Jaya, Shah Alam, Kuala Lumpur, Penang and Sarawak. CHARITY AND NATION BUILDING ACTIVITIES Donation of RM50,000 cash to Tabung Bencana Tsunami set-up by the Ministry of Higher Education of Malaysia in January 2005; Donation of RM60,000 cash to Indonesian government through Posko National Peduli Bencana Alam, under the leadership of Pimpinan Pusat Barisan Muda KOSGORO The event was witnessed by Yth Bapak Fahmi Idris, Manpower Minister of Indonesia and YB Datuk Wira Dr. Fong Chan Onn, Human Resource Minister of Malaysia; Raised funds through Voices of Hope charity concert with Music Makers for 80 families at Permatang Damar Laut, a fishing village in Penang who were ravaged by the killer tsunami. The event was witnessed by YB Dato Wong Kam Hoong, Deputy Minister of Culture, Arts & Heritage; Sponsorship of Youth Day (Hari Belia) celebrations at the Bukit Jalil National Stadium on 15th of May 2006; Presented RM10,000 to Charity through the Art with a Heart Campaign launched by YB Dato Ong Tee Keat; Fundraising drive by students and staff for the benefit of Darvin a/l Selvandram, whose illness affecting his facial nerves and muscles was highlighted by the Star. RM1,200 was raised at the drive; Launched the Journey of Love A Cultural Blend for the benefit of Agathians Shelter by YB Dato Ir. Donald Lim Siang Chai. SEG International Bhd I 55

58 Calendar of Events JANUARY, th Contribution of RM50,000 to Tabung Bencana Tsunami. 14th SEGi donated RM60,000 in cash to Indonesia s Posko National Peduli Bencana Alam. 24th SEGi organised the Voices of Hope charity concert to raise funds for Tsunami victims. MARCH, rd 18th SEGi and Avon signed a Memorandum of Understanding of the Very Valued Corporate Partnership (VVCP). Formed a Valued Corporate Partnership (VCP) with KFC Holdings Bhd. SEGi received Business of the Year 2004 Award (Category of Excellence Company) from Asia Pacific Centre for SMEs. APRIL, nd University of Southern Queensland Graduation Ceremony in Kuala Lumpur. 10th Formed a Valued Corporate Partnership (VCP) with Utusan Melayu. 19th Signed a Memorandum of Agreement with HRT Corporate Pte Ltd (HRT), Singapore. 56 I SEG International Bhd

59 Calendar of Events (cont d) MAY, rd 28th JUNE, th 28th 30th SEGi signs a Memorandum of Understanding with Thompson Rivers University, Canada to offer the Bachelor of Technology in Applied Computer Science. James Cook University (JCU) Graduation Ceremony in Kuala Lumpur. Signing of MOA between SEGi and Kumpulan Karangkraf to launch RM5 Million Education Fund. 19th Annual General Meeting held at Summit Hotel, USJ. Declared dividend 6% less tax. SEGi announces move to consolidate and streamline its various education brands under a common identity. SEPTEMBER, th Grand Final of Nationwide Secondary School Quiz organised by SEGi and Nanyang Siang Pau officiated by YB Dato Ir Donald Lim Siang Chai. 15th 18th 21th SEGi rated as Malaysia s Top 4 Corporate Givers by Malaysian Business. University of Bolton Graduation Ceremony in Kuala Lumpur. Launch of Journey of Love A Cultural Blend Through Music event benefiting Agathians Shelter by YB Dato Ir. Donald Lim Siang Chai. OCTOBER, th Presentation of RM10,000 to Charity through the Art with a Heart Campaign launched by YB Dato Ong Tee Keat. 18th SEGi announced the proposed consolidation and rationalisation of subsidiary companies and business centres involving the disposal of 7 colleges/centres. NOVEMBER, th The University of the Sunshine Coast Graduation Ceremony in Kuala Lumpur. JULY, th 17th Formed Valued Corporate Partnership (VCP) with Radio Televisyen Malaysia (RTM). Multimedia Development Corporation awards MSC-status to SEGi College of Technology. DECEMBER, th Jointly organised Seminar on Learning Organisations with Wall Street Journal Asia. 11th 17th & 18th University of Abertay Dundee Convocation Ceremony. SEGi Group Nationwide Open Day. AUGUST, th SEGi s Centralised Examination Department re-awarded ISO9001:2000 Quality Management System certification by ABS Consulting. 26th SMRC signs a Memorandum of Understanding with Ottawa University to support the Master of Business Administration programme. 19th SEGi placed Top 4 in the Malaysian Emerging Knowledge Organisation (MEKO) 2005 Award. JANUARY, th Launch of SEGi College Rebranding Exercise. SEG International Bhd I 57

60 Corporate Governance Statement The Board of Directors of the Company is pleased to report to shareholders on the manner in which the Group has applied the Principles, and the extent to which it has complied with the Best Practices of good governance as set out in Parts 1 and 2 of the Malaysian Code of Corporate Governance (the Code). The Group s policy is to achieve best practices in its standards of business integrity in all its activities. This includes a commitment to follow the highest standards of corporate governance throughout the Group. PRINCIPLE A BOARD OF DIRECTORS Constitution of the Board and Board Balance The Board meets 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 Board has a formal schedule of matters reserved to it for decision, including the approval of annual and quarterly results, major acquisitions and disposals, material contracts or agreement, major capital expenditures, major decisions affecting business operations and performance of the Group. All Board members carry an independent judgement when deliberating matters concerning the Group including strategy, operations, performance, financial, resources and standard of conduct. The Board, led by a Non-Executive Chairman is made up of 9 members, comprising of 3 Executive Directors and 6 Non-Executive Directors, of which 3 are independent directors. The Board members are made up of individuals who bring with them a diverse range of experience, skills and expertise required for the effective stewardship of the Group as well as independence in decision-making at Board level. A brief profile of each Director is presented on pages 17 to 20. For the financial year ended 31 December 2005, 6 meetings were convened to monitor and control the development of the Group. A summary of attendance to each of the board meetings held is as follows: 58 I SEG International Bhd

61 Corporate Governance Statement (cont d) Dato Pahamin A. Rajab / X / / / / Dato (Dr) Patrick Teoh Seng Foo / / / / / / Dato Clement Hii Chii Kok / / / / / / Lee Kok Cheng (Appointed as Director w.e.f 28 June 2005) / X Dato Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas / X X / / / Datin Fadzilah bte Saad / / / / X / Amos Siew Boon Yeong / / / / / / Simon Hue Fook Chuan / / / / / / Abdullah Kamal bin Shafi i (Appointed w.e.f 28 June 2005) / / Tan Sri Dato Seri (Dr) Abdullah bin Ayub (Retired w.e.f 28 June 2005) / / / Tan Sri Datuk Arshad bin Ayub (Appointed w.e.f. 15 February 2005 and resigned on 21 June 2005) / / X Kee Lian Yong (Resigned w.e.f. 1 August 2005) / / / / Tuan Haji Mohd Razi bin Yaacob (alternate director to Tan Sri Dato Seri (Dr) Abdullah Ayub) (Retired w.e.f 28 June 2005) / / / ACCESS TO INFORMATION Board meetings are structured with a pre-set agenda where all Directors are provided with a set of Board papers issued in sufficient time to facilitate informed decision-making. 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 can seek independent professional advice on specialised issues at the Company s expense to enable them to discharge their duties effectively. BOARD COMMITTEES The Board assumes responsibility for effective stewardship and control of the Group and delegates certain of its responsibilities to the Board Committees as described below with clearly defined terms of reference: Nominating Committee The principal objectives of the Nominating Committee are to assist the Board in its responsibilities in nominating new nominees to the Board and to assess the directors of the Company on an on-going basis. SEG International Bhd I 59

62 Corporate Governance Statement (cont d) The duties include evaluating the effectiveness of the Board as a whole, the various Committees and each individual Director s contribution to the effectiveness of the decisionmaking process of the Board. The Nominating Committee comprises of Non-Executive Directors as follows: Dato Pahamin A. Rajab (Appointed on 28 June 2005) Non-Independent Non-Executive Director Chairman Tan Sri Dato Seri (Dr) Abdullah bin Ayub (Retired on 28 June 2005) Non-Independent Non-Executive Director Chairman Amos Siew Boon Yeong Independent Non-Executive Director Member Simon Hue Fook Chuan Independent Non-Executive Director Member Executive Committee The Executive Committee is authorised to transact business activities of the Group subject to certain limitations as set out in the terms of reference. The Executive Committee comprises of the following: Dato Pahamin A. Rajab (Appointed on 28 June 2005) Non-Independent Non-Executive Director Chairman Tan Sri Dato Seri (Dr) Abdullah bin Ayub (Retired on 28 June 2005) Non-Independent Non-Executive Director Chairman Dato (Dr) Patrick Teoh Seng Foo President/Executive Director Member Dato Clement Hii Chii Kok Chief Executive Officer/Executive Director Member Lee Kok Cheng (Appointed on 28 June 2005) Executive Director Member Abdullah Kamal bin Shafi i (Appointed on 28 June 2005) Non-Independent Non-Executive Director Member 60 I SEG International Bhd

63 Corporate Governance Statement (cont d) Remuneration Committee The Remuneration Committee comprising mainly Non-Executive Directors, is responsible for drawing up the policy framework and to make recommendations to the Board on the remuneration packages of the Directors. The Executive Directors do not participate in decisions relating to their remuneration. The Board as a whole determines the remuneration of the Directors. The individual concerned abstains from participating in decisions in respect of his/her individual remuneration. The Remuneration Committee comprises of the following members: Dato Pahamin A. Rajab (Appointed on 28 June 2005) Non-Independent Non-Executive Director Chairman Tan Sri Dato Seri (Dr) Abdullah bin Ayub (Retired on 28 June 2005) Non-Independent Non-Executive Director Chairman Dato (Dr) Patrick Teoh Seng Foo Non-Independent Executive Director Member Amos Siew Boon Yeong Independent Non-Executive Director Member Audit Committee The terms of reference and further information on the Audit Committee are set out in the Report of the Audit Committee. Risk Management Committee The Risk Management Committee was 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. The Risk Management Committee consists of the following members: Lee Kok Cheng (Appointed on 27 February 2006) Executive Director, Chief Operating Officer Chairman Dato Clement Hii Chii Kok (Resigned on 27 February 2006) Chief Executive Officer/Executive Director Member SEG International Bhd I 61

64 Corporate Governance Statement (cont d) Simon Hue Fook Chuan Independent Non-Executive Director Member Cheryl Chong Poh Yee Vice President, Financial & Corporate Services Member Christine Looi Pek San (Resigned on 31 December 2005) Head of Internal Audit Member Employee Share Option Scheme ( ESOS ) Committee The ESOS Committee was set up on 20 June 2001 to administer the Employee Share Option Scheme according to the Bye-Laws of the Scheme which were approved by the shareholders of the Company on 15 November The ESOS Committee consists of the following members: Dato Pahamin A. Rajab (Appointed on 28 June 2005) Non-Independent Non-Executive Director Chairman Tan Sri Dato Seri (Dr) Abdullah bin Ayub (Retired on 28 June 2005) Non-Independent Non-Executive Director Chairman Dato (Dr) Patrick Teoh Seng Foo President/Executive Director Member Dato Clement Hii Chii Kok Chief Executive Officer/Executive Director Member 62 I SEG International Bhd

65 Corporate Governance Statement (cont d) RE-ELECTION All Directors will retire at regular intervals by rotation at least once every three years and they shall be eligible for re-election. TRAINING AND DEVELOPMENT OF DIRECTORS All the Directors have completed the Mandatory Accreditation Programme and have attended various training programmes continuously to enable them to discharge their duties as Directors, to keep abreast with developments in the market place and new statutory and regulatory requirements. PRINCIPLE B DIRECTORS REMUNERATION The details of the remuneration of the Directors of the Company for the financial year under review are as follows: 1. Aggregate remuneration of the Directors are categorised into appropriate components: Salary Bonus Fee Benefits- Fixed Statutory in-kind Allowances Contribution Executive Directors 937,000 30,000 21, ,040 Non-Executive Directors 205,000 30, The number of Directors whose total remuneration fall within the following bands: Number of Directors Range of Remuneration Executive Non-Executive Below RM50,000 7 RM50,001 to RM100, RM200,001 to RM300,000 1 RM300,001 to RM400,000 1 RM500,001 to RM600,000 1 SEG International Bhd I 63

66 Corporate Governance Statement (cont d) PRINCIPLE C SHAREHOLDERS Relationship with Shareholders and Investors Recognising the importance of timely dissemination of information to shareholders and other stakeholders, the Board is committed to ensure that the shareholders and other stakeholders are well informed of major developments of the Company and the information is communicated to them through the following channels: The Annual Report; The various disclosures and announcements to Bursa Malaysia Securities Berhad ( BMSB ) including quarterly and annual results via The Company s website at The Company s investor relations website at ir.wallstraits.net/segi; and Regular Fund Managers and Analysts briefings The Board has appointed Mr Amos Siew Boon Yeong, a senior independent non-executive director to whom all concerns regarding the Company may be conveyed. Annual General Meeting ( AGM ) The Chairman and the Board encourage shareholders to attend and participate in the AGM held annually. Shareholders are given the opportunity to seek clarification on any matters pertaining to the business and financial performance of the Company. PRINCIPLE D ACCOUNTABILITY AND AUDIT Financial Reporting The Group presents its year-end financial results on an annual basis through its annual report and its interim results every quarterly via its submissions to the BMSB and through public announcements. The Audit Committee assists the Board in reviewing information disclosed to ensure accuracy and adequacy. Internal Control Information on the Group s internal control is presented in the Statement of Internal Control laid out in the ensuing pages of this report. 64 I SEG International Bhd

67 Corporate Governance Statement (cont d) Relationship with Auditors The role of the Audit Committee in relation to the external auditors may be found in the Audit Committee Report set in the ensuing pages of this Annual Report. The Company has maintained a close and transparent relationship with its auditors in seeking professional advice and ensuring compliance with the accounting standards in Malaysia. Other information required by the listing requirements of BMSB 1. Status of Utilisation of Proceeds from Private Placement On 3 March 2004, the Company announced a proposed private placement of not more than 10% of the issued and paid-up share capital of the Company and this proposal was approved by the Securities Commission on 20 April As at 31 December 2005, RM16.3 million placement proceeds have been received by the Company and fully utilised for the Group s working capital and placement expenses. 2. Share Buy-back During the financial year ended 31 December 2005, the Company bought-back a total of 1,051,900 of its own shares for a total consideration of RM961,247. Details of the shares purchased during the year are as follows: No. of Shares Purchase Price Average Cost Purchased & Retained Per Share (RM) Per Share Total Monthly Breakdown As Treasury Shares Lowest Highest RM RM 2005 July 71, ,158 September 57, ,439 October 323, ,487 November 347, ,031 December 253, ,132 1,051, , Options, Warrants or Convertible Securities There were no new options offered to employees of the Group under the Employee Share Option Scheme ( ESOS ) in For the year ended 31 December 2005, a total of 46,000 options previously offered were exercised. 4. Non-Audit Fees Non-audit fees paid to the Company s external auditors during the financial year ended 31 December 2005 amounted to RM9,500. SEG International Bhd I 65

68 Corporate Governance Statement (cont d) MATERIAL CONTRACTS Material contracts entered into by the Company and its subsidiaries, involving the interest of directors and major shareholders, either still subsisting at the end of the financial year or entered into since the end of the previous financial year are as follows: a) (i) Tenancy Agreement entered into between Berrington Bay Corporation Sdn Bhd, a subsidiary of the Company and Meda Development Sdn Bhd ( MDSB ), on 4 October 2002 for the rental of 3rd and 4th Floor, The Summit, Subang USJ1, Subang Jaya, Selangor to be used for providing educational services. The total monthly rental inclusive of service charges of RM99,888 are at negotiated rates, taking into account prevailing market terms. (ii) Tenancy Agreement entered into between Premier Media Sdn Bhd, a subsidiary of the Company and MDSB on 4 October 2002 for the rental of 3rd Floor, The Summit, Subang USJ1, Subang Jaya, Selangor for providing educational services. The total monthly rental inclusive of service charges of RM15,965 are at negotiated rates, taking into account prevailing market terms. (iii) Tenancy Agreement entered into between Summit Multimedia Sdn Bhd, a subsidiary of the Company and MDSB on 4 October 2002 for the rental of 3rd Floor, The Summit, Subang USJ1, Subang Jaya, Selangor for providing educational services. The total monthly rental inclusive of service charges of RM46,789 are at negotiated rates, taking into account prevailing market terms. Dato (Dr) Patrick Teoh Seng Foo is also a director of MDSB and has interest in MDSB by virtue of his direct and indirect interests in Meda Inc. Berhad, the holding company of MDSB and therefore is deemed interested in the aforesaid contracts. b) (i) Profit Guarantee and Stakeholder s Agreement dated 12 April 2002 entered between the Company, EcoFirst Consolidated Berhad (formerly known as Kumpulan Emas Berhad) ( EF ) ( Guarantor ) and Amtrustee Berhad ( Stakeholder ), pursuant to the profit guarantee given by the Guarantor and the appointment of the Stakeholder in relation to the placement of security shares. (ii) Second Supplemental Agreement dated 27 February 2003 entered into by the Company, EF and the Stakeholder to vary the terms of the Profit Guarantee Agreement dated 22 October 1999 and Supplemental Agreement dated 17 October 2000 to increase the guaranteed aggregate profit before tax by RM2,286,000 and to extend the guaranteed period to the financial year ending 31 December EF is a substantial shareholder of the Company. Dato (Dr) Patrick Teoh Seng Foo, Dato Clement Hii and Mr Amos Siew Boon Yeong are also directors of EF. 66 I SEG International Bhd

69 Corporate Governance Statement (cont d) c) (i) Sale and Purchase Agreement ( SPA ) dated 20 February 2006 between Shaw Commercial Institution Sendirian Berhad and Amanah Raya Berhad, as trustee for the common fund ( ARB ) for the proposed disposal to ARB of a piece of freehold land held under Geran 43527, Lot 13, Pekan Subang Jaya, Daerah Petaling, Selangor Darul Ehsan measuring approximately 5,671 square metres together with a twelve (12)-storey building erected thereon and including the fixtures, fittings, plants and equipments for a cash consideration of RM48.3 million. Pursuant to the above proposed disposal, a lease agreement was executed concurrently between ARB and SEGi for the lease of the above property to SEGi for a period of fifteen (15) years commencing from the completion date of the proposed disposal. (ii) SPA and Deed of Assignment, both dated 20 February 2006, between Binary Mark Sdn Bhd and ARB for the proposed disposal to ARB of a 5 1 /2-storey commercial building (provisionally known as South City Plaza, Block A) having a floor area of approximately 33,020 square feet erected on part of a leasehold land held under master title HS(D) , PT 520, Pekan Serdang, Daerah Petaling, Selangor Darul Ehsan for a cash consideration of RM8.9 million. SPA and Deed of Assignment, both dated 20 February 2006, between Prestige Front Sdn Bhd and ARB for the proposed disposal to ARB of a 5 1 /2-storey commercial building (provisionally known as South City Plaza, Block B) having a floor area of approximately 33,586 square feet erected on part of a leasehold land held under master title HS(D) , PT 520, Pekan Serdang, Daerah Petaling, Selangor Darul Ehsan for a cash consideration of RM9.1 million. Pursuant to the above proposed disposals, a lease agreement was executed concurrently between ARB and SEGi for the lease of the above properties to SEGi for a period of ten (10) years commencing from the completion date of the proposed disposals. (iii) Share Sale Agreement dated 17 October 2005 between SEGi, its wholly-owned subsidiaries namely SEG Equity Sdn Bhd, Systematic NVQ Consultants Sdn Bhd, Systematic Computer Centre Sdn Bhd and Organizational Resources Sdn Bhd ( ORSB ) (collectively referred to as the Vendors ), and JT Akademi Sdn Bhd ( JTA ) for the disposal to JTA of all the shares owned by the respective Vendors in the following subsidiaries for a total cash consideration of RM4.45 million: (a) Varia Gaya Sdn Bhd; (b) Systematic Secretarial Centre Sdn Bhd; (c) Maktab Cambridge Sdn Bhd; (d) Mutu Unggul Sdn Bhd; and (e) ORSB Centre for Professional Education Sdn Bhd. (iv) Sale of Business Agreement dated 21 September 2005 between ORSB, a whollyowned subsidiary of SEGi, and JTA for the disposal to JTA of ORSB s education business centres namely PRIME College, Miri and PRIME College, Bukit Mertajam for a total cash consideration of RM2.75 million. SEG International Bhd I 67

70 Statement of Directors Responsibilities in respect of the Audited Financial Statements The Board is responsible for ensuring that the financial statements of the Group give a true and fair view of the state of affairs of the Group and of the Company as at the end of the accounting period and of their profit and loss and cash flows for the period then ended. In preparing the financial statements, the Directors have ensured that applicable approved accounting standards in Malaysia and the provision of the Companies Act, 1965 have been applied. In preparing the financial statements, the Directors have adopted and consistently applied suitable accounting policies and made reasonable and prudent judgements. The Directors also have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. 68 I SEG International Bhd

71 Audit Committee Report MEMBERSHIP ATTENDANCE AT MEETINGS The Audit Committee comprises of: Amos Siew Boon Yeong Chairman, Independent Non-Executive Director Datin Fadzilah bte Saad Non-independent Non-Executive Director Simon Hue Fook Chuan Independent Non-Executive Director The Chief Executive Officer, Chief Operating Officer, Vice President, Financial & Corporate Services and the Head of Internal Audit of SEGi shall attend meetings by invitation of the committee. From time to time, the Board may invite senior management to brief them on matters being deliberated as they are able to help bring insight into these specialised matters. Term of Reference of the Audit Committee The Audit Committee ( the Committee ) is governed by the terms of reference that was formally endorsed by the Board on 11th May 2001 and subsequently amended on 27th April 2005.The terms of reference is set out as follows. OBJECTIVES The objective of the Audit Committee is to review the adequacy and the integrity of the Company s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines, as well as to oversee the conduct of the Company s business and proper management. AUTHORITY To discharge its duties, the Committee shall: [a] have authority to investigate any matter within its terms of reference; [b] have the resources which are required to perform its duties; [c] have full and unrestricted access to any information pertaining to the Company; [d] have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity; [e] be empowered to obtain independent professional or other advice; and [f] be empowered to convene meetings with the external auditors, excluding the attendance of the executive members of the Company. FUNCTIONS COMPOSITION The functions of the Audit Committee are as follows: The Committee comprises of at least three non-executive Directors, a majority of whom shall be independent. The Chairman shall be an Independent Non-Executive Director. One member of the Audit Committee is a professional accountant. In the event of any vacancy in the Audit Committee, the vacancy must be filled within 3 months of that event. QUORUM The quorum shall be the majority of independent directors. [a] review the following and report the same to the Board of Directors: i with the external auditors, the audit plan; ii with the external auditors, their evaluation of the system of internal controls; iii with the external auditors, their audit report; iv the assistance given by the Company s employees to the external auditors; v the adequacy of the scope, functions and resources of the internal audit function and that it has the necessary authority to carry out its work; vi the internal audit programme, process, the results of the internal audit programme, processes or investigations undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function; SEG International Bhd I 69

72 Audit Committee Report (cont d) vii the quarterly results and year-end financial statements, prior to the approval by the Board of Directors, focusing particularly on: changes in or implementation of major accounting policies and practices; significant adjustments arising from the audit; significant and unusual events; and compliance with accounting standards and legal requirements; viii any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity; ix external auditors management letter and management s responses; [b] to consider the appointment of the external auditor, the audit fee and any questions of resignation or dismissal; [c] to recommend the nomination of a person or persons as external auditors. REPORTING PROCEDURE The Secretary shall be responsible for drawing up the agenda and circulating it, supported by explanatory documentation to committee members prior to each meeting. The Secretary shall also be responsible for keeping the minutes of the Audit Committee, and circulating them to committee members and to the other members of the Board of Directors. MEETINGS OF THE COMMITTEE The Audit Committee met 5 times during the financial year. Meetings were held on 25th February, 27th April, 25th May, 29th August and 28th November 2005 accordingly. ACTIVITIES DURING THE YEAR During the year under review, the following were the activities of the Audit Committee: Reviewed the external auditors scope of work and audit plans for the year. Prior to the audit, representatives from the external auditors presented their audit strategy and plan. Reviewed with the external auditors the results of the audit, the audit report and the management letter, including the Management s response. Considered and recommended to the Board for approval of the audit fees payable to the external auditors as disclosed in the notes to the financial statements. Reviewed the Company s compliance in particular the quarterly and year-end financial statements with the Listing Requirements of the BMSB, MASB and other relevant legal and regulatory requirements. Reviewed the Company s statement on internal control systems prior to endorsement by the Board. Reviewed the internal audit department s resource requirements, programmes and plan for the financial year under review. Reviewed with the internal auditors, the important issues highlighted including the management s response as well as following up on the action plan implemented. Reviewed the extent of the Group s compliance with the provisions set out under Part 2 Guideline BB of the Malaysian Code on Corporate Governance for the purpose of preparing the Corporate Governance Statement and Statement on Internal Control pursuant to the BMSB Listing Requirements. Recommended to the Board action plans to address the identified gaps between the Group s existing corporate governance practices and the prescribed corporate governance principles and best practices under the Code. Conducted exit interview for internal audit staff who were leaving the organisation. Met with the external auditors independently without the presence of the Management. INTERNAL AUDIT FUNCTION The Audit Committee is assisted by an independent internal audit function. The Department undertakes the audit using a risk-based approach of the Group s operating units, reviewing the units compliance to internal control procedures and making appropriate recommendations for improvement. The internal audit department carries out its duties according to the audit plan, and issues of concern are summarised and highlighted to the Audit Committee via the Summary of Important issues to be deliberated at each Audit Committee meeting. 70 I SEG International Bhd

73 Statement on Internal Control Principle DII in Part 1 of the Code on Corporate Governance states, The Board should maintain a sound system of internal control to safeguard shareholders investment and the company s assets. Paragraphs of the Listing Requirements states that the external auditors must review the Statement on Internal Control made by the Board and report the results thereof to the Board of the Company. Paragraph 15.27(b) of the Listing Requirements, requires the Board to make a statement in this Annual Report about the state of internal control in the Group. The Board summarises below the process it has applied in reviewing the adequacy and the integrity of the system of internal control: The Board has appointed the Audit Committee to examine the effectiveness of the Group s systems of internal control on behalf of the Board. This was accomplished through the review of the IAD s work, which focused on areas of priority as determined by risk analysis in accordance to the Risk Management Policy and in line with the audit plan approved by the Audit Committee. In line with the above, the Board is pleased to make the following disclosure statement in respect of the state of internal control in SEG International Bhd (SEGi) as a Group. THE BOARD S COMMITMENT The Board of Directors acknowledges responsibility for maintaining a sound system of risk management and internal control and for reviewing its adequacy and integrity. It is the Board s view that the Group s objective, its internal organisation and the environment in which it operates continuously evolve; and as a result, the risk it faces also changes. A sound system of risk management and internal control therefore depends on a thorough evaluation of the nature and extent of the risks to which the Group is exposed. The process for identifying, evaluating and managing the significant risks faced by the Group is reviewed by the Board. The Board recognises that reviewing the Group s system of internal control is a continuing process. The Group s system of internal control is designed to manage, rather than eliminate the risk of failure to achieve corporate objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss. The Board further believes that the Group s system of internal control, financial or otherwise should provide reasonable assurance regarding the achievement of the Group s objectives in: The framework of the Group s system of internal control and key procedures include: A Management structure with clearly defined lines of responsibility and the appropriate levels of delegation. Key functions such as finance and treasury, legal, human resource and regulatory matters are controlled centrally. Policies and procedures are clearly defined in the Standard Operating Procedures that are extended to all operating units in the Group. INTERNAL CONTROL AND RISK MANAGEMENT Part 2 of the Best Practices in Corporate Governance states, in relation to risk management, that the Board should identify principal risks and ensure the implementation of appropriate systems to manage these risks. In SEGi, risk management is an inevitable element in the Group s decision making in the running of its operation. It is applied at different stages and in varying degree of the Group s operations with regards to the many activities, projects, product designs or processes that the Group has undertaken. It involves identifying, analysing, evaluating and monitoring after it has been implemented to ensure potential threats are addressed and counteract, and opportunities realised. Effectiveness and efficiency of the operation Reliability and transparency of financial information Compliance with laws and regulations and Safeguarding of its assets Risk management in SEGi, is a group wide semi-annual exercise, involving all Colleges, business and training centres. It is a proactive, evolving process given that the Group s objectives, internal organisation and its operating environment are progressively SEG International Bhd I 71

74 Statement on Internal Control (cont d) changing. Management is responsible for creating a risk awareness culture and has the responsibility for managing risks and internal controls associated with the operations and ensuring compliance with the applicable laws and regulations. The Board has delegated the task for overseeing the risk management assessment of the Group to the Risk Management Committee (RMC). The RMC is chaired by the Chief Executive Officer and the RMC meetings are attended by an independent nonexecutive Director together with selected members of the Management team. The committee met in May and November 2005, to deliberate the issues identified by the Management and recommended courses of actions to mitigate these risks. The outcomes of the RMC meetings were presented to the Board accordingly. The Board is committed to maintain a strong control structure and environment for the proper conduct of the Group s business operations. The current system of risk management and internal controls in the Group has the following key elements: An effective Board that retains control over the Group. A clear Group vision, mission and strategic direction. An organisation structure with its defined lines of responsibility and delegation of authority to achieve the Group s objectives. Key Result Areas (KRA) of Management staff that incorporates the Group s objectives. An Executive Management Committee consisting of key management staff is set-up to review and monitor matters relating to the running of the operations and to decide on major issues. The constant monitoring and review of annual budget and business strategies against actual performances. Clearly established practices and procedures in the Standard Operation Procedure (SOP) manuals for the implementation by the Group s operating units/division. Continuous quality improvement initiatives such as ISO certification for the Examination department. Quarterly Board meetings to review business operations and approve significant transactions (if any). Performance report provides the Board with comprehensive information on financial performance and other key indicators. ASSURANCE The internal audit function of the Group was performed by an Internal Audit Department (IAD) for the year under review. The IAD reported directly to the Audit Committee to maintain their impartiality, proficiency and due professional care. The Audit Committee approved the audit plans before the audits were carried out. During the year under review, IAD conducted nineteen (19) comprehensive audits, focused on reinforcing and improving operational, financial and administrative systems and processes. Although minor weaknesses in the internal controls were identified, these weaknesses did not result in any material losses, contingencies or uncertainties that would require disclosure in the Group s annual report. Important issues observed, management s action plan to rectify the issues highlighted and follow-up actions taken arising from the audits are tabled at the quarterly Audit Committee meetings for deliberation and subsequently reported to the Board of Directors. For the forthcoming financial year ending 2006, the Group outsourced the internal audit function to an independent external audit firm to perform the duties required. 72 I SEG International Bhd

75 Financial Statements For the year ended 31 December 2005 The entreprenuer always searches for change,respond to it, and exploits it as an opportunity. Water is fluid and responsive. It knows no obstacles and freely fearlessly goes deep beneath the surface of things. SEG International Bhd I 73