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SEG INTERNATIONAL BHD
step into a larger world
| 145998-U
2002 Annual Report
10th Floor, Menara Summit, Persiaran Kewajipan USJ1,
47600 UEP Subang Jaya, Selangor Darul Ehsan
Tel: 03-80265888 Fax: 03-80265999
www.segi.edu.my
2002 annual report
Mission
The SEG International Bhd Group is committed to the pursuit of excellence in education that
leads to productive careers to meet the needs of Malaysia and the global economy, and to the
encouragement of intellectual integrity and social responsibility.
• To provide highly recognised academic programmes, effectively delivered to students from
diverse social cultural backgrounds.
SEGi
Education
Network
SEGi Education
Network
Northern Region
Systematic College, Penang
33C, Lebuh Pantai, Elceetee Building
10300 Penang
tel (604) 262 8127 fax (604) 262 2193
[email protected]
PRIME College, Bukit Mertajam
G45, The Summit,BM Plaza, Level 8,
Wisma Summit
No. 566, Jalan Arumugam Pilai
14000 Bukit Mertajam
Penang
tel (604) 537 0020 fax (604)537 1020
[email protected]
PRIME Training & Development Centre,
Alor Star
17-18, Jalan Tengah
05100 Alor Setar
Kedah Darul Aman
tel (604) 733 9199 fax (604) 732 5199
[email protected]
Institut Systematic, Klang
14-22, Jalan Kepayang Off Jalan Meru
41050 Klang
Selangor Darul Ehsan
tel (603) 3342 2655 fax (603) 3342 1655
[email protected]
Summit International College, USJ
3rd Floor The Summit
Persiaran Kewajipan USJ 1
47600 UEP Subang Jaya
tel (603) 8600 1888 fax (603) 8600 1999
[email protected]
• To operate as a cost effective independent provider of higher education through conscientious
efforts to maintain reasonable profitability to sustain growth.
• To enable access to high quality, reasonably priced tertiary education for all levels of society.
• To encourage students to develop an attitude of critical enquiry, and to promote the desire for
lifelong learning.
• To maintain stringent assessment standards as expected by professional and public bodies to
ensure that graduates are competent and highly regarded in the workplace.
• To provide a stimulating environment and a complete learning experience for our students.
• To liaise and cooperate with industrial, professional, governmental and social sectors for the
advancement of knowledge and professional standards.
• To contribute to the realisation of our leaders’ aspiration and achievements of the nation’s
social and economic objectives and to encourage cultural understanding and sensitivity within
the Malaysian society.
• To be sensitive to staff needs and to provide ample opportunity to upgrade themselves be it
pedagogical or administration.
Central Region
Systematic College, Kuala Lumpur
Bangunan Systematic, 33-35, Jalan Hang Lekiu
50100 Kuala Lumpur
tel (603) 2070 2078 fax (603) 2034 2759
[email protected]
Systematic College, Petaling Jaya
10, Jalan SS2/61, 47300 Petaling Jaya
tel (603) 7875 7118 fax (603)7874 8696
[email protected]
Systematic Institute of IT, Kuala Lumpur
14-20, Grd Floor, Luen Heng Building
Jalan Hang Lekir
50000 Kuala Lumpur
tel (603) 2072 2536 fax (603) 2072 4382
siit@systematic .edu.my
Systematic Secretarial Centre, Kuala Lumpur
14-20, Grd Floor, Luen Heng Building
Jalan Hang Lekir
50000 Kuala Lumpur
tel (603) 2070 1406 fax (603) 2072 5468
ssc@systematic .edu.my
• To conduct its affairs with efficiency and in a manner which gives prominence to educational,
social and financial responsibilities.
Vision
• To be innovative, broad-based and service driven.
• To be highly regarded for excellence in teaching.
• To provide students with recognised and influential qualifications.
• To be sensitive and responsive to national and community needs.
• To contribute significantly to make Malaysia a centre of educational excellence.
PRIME College, USJ
4th Floor, The Summit,
tel (603) 8600 1888 fax (03) 8600 1999
[email protected]
MSC International College, USJ
3rd Floor The Summit
tel (603) 8600 1888 fax (603) 8600 1999
[email protected]
Pusat Makmur
4th Floor, 14-22,
Jalan Kepayang Off Jalan Meru,
41050, Klang
tel (603) 3342 6555 fax (603) 3343 1009
[email protected]
Systematic Management Resource Centre, USJ
4th Floor The Summit
tel (603) 8023 2616 fax (603) 8023 4616
[email protected]
IFPA Resources, USJ
4th Floor The Summit
tel (603) 8023 5911 fax (603) 8023 5311
[email protected]
SBT Professional Publications, USJ
10th Floor, Menara Summit
tel (603) 8026 5888 fax (603) 8026 5999
[email protected]
East Malaysia
Institut Systematic, Kuching
IBMS College, Kuching
PRIME College, Miri
15, Block B, King’s Centre Jalan Simpang 3
93350 Kuching
Sarawak
tel (082) 577 588 fax (082) 458 607/576 402
[email protected]
211 Jalan Bukit Mata Kuching
93100 Kuching
Sarawak
tel (6082) 252 566 fax (6082) 231 355
[email protected]
Lot 2842 Lorong 8 Jalan Jee Foh
Krokop
98000 Miri
Sarawak
tel (6085) 439 082/079 fax (6085) 439 078
[email protected]
Southern Region
IBMS Training & Development Centre,
Kuching
211 Jalan Mata Kuching
93100 Kuching
Sarawak
tel (082) 256 625 fax (082) 231 355
Systematic Training Centre, Serian
Systematic College, Johor Bahru
Lot 279-280 Bangunan Bulan Sabit Merah
Blok 15, Bukar Sadong
Land District
94700 Kuching
Sarawak
tel (6082) 872 688 fax (6082) 448 607
Level 32, Mail Box 230, Menara Landmark
12 Jalan Ngee Heng
80000 Johor Bahru
Johor
tel (607) 224 4622/223 1872
fax (607) 223 2608
[email protected]
Contents
Introduction
3
Notice of Annual General Meeting
4
Statement Accompanying Notice of Annual General Meeting
5
Corporate Information
7
Chairman’s Statement
9
President’s Message
13
CEO’s Insight
17
Directors’ Profile
21
Members of the Audit Committee
26
Senior Management Team
28
Partner Universities
33
Partner Professional Bodies
40
Systematic Group of Colleges
44
PRIME Group of Colleges
46
Panoramic View of SEGi’s Strengths and Spread in 2002
48
Calendar of Events
52
SEGi Education Programmes
54
Corporate Governance Statement
58
Audit Committee Report
65
Statement on Internal Control
70
Financial Highlights 2002
72
Financial Statements 2002
74
Group Properties
113
Analysis of Shareholdings
115
Form of Proxy
119
SEGi Education Network
Inside Back Cover
“The price of ignorance is far greater
than cost of an education”
Anon
Introduction
PRIVATE EDUCATION is a vital sector of our economy. To ensure that Malaysia continues to
remain competitive in the international arena, young people, as well as working adults, need to be
equipped with knowledge and skills, which can both be acquired in a life-long learning process.
With greater emphasis placed by the Government to turn Malaysia into a regional centre of
educational excellence under the Eighth Malaysian Plan, players like SEG International Bhd (SEGi),
with its 14 colleges and 6 training centres, will continue to soar to greater heights in the years
ahead. There are already plans to build a flagship campus each in the Klang Valley and Kuching,
and to extend partnerships to institutions of higher learning in our target markets, besides
intensifying its recruiment of international students to physically live and study in Malaysia. The
general outlook for the education industry for the next ten years is still very promising, and SEGi
wants to be a leader in this growth sector of the Malaysian economy.
Knowledge may be outdated with the passing of time, but the education industry will never
become obsolete. In a rapidly changing world, the demand for further education increases and
more adult Malaysians are going back to school, where the pursuit of postgraduate degrees offer
in SEGi, as it continues to improve on its operational efficiency and develop partnerships with
more foreign universities to offer a wider range of programmes. As a result of several agreements
[3]
better job opportunities, where once having a qualification at the undergraduate level would
suffice.
As a result of last year’s consolidation exercise, our shareholders can have greater confidence
signed in the financial year of 2002, we are now in a position to recruit students for both
undergraduate and postgraduate programmes. We have seen a major shift from offering only
professional programmes back in 1977, when the first Systematic College was established in
Kuala Lumpur, to undergraduate and postgraduate programmes, 25 years later. Last year’s 25th
Anniversary celebration was a significant event for SEGi, which saw the official adoption of a new
name and a new logo, to reflect the acquisition of PRIME Group of Colleges into the Group.
In the near future, we will anticipate the education industry as a whole undergoing further
consolidation and rationalisation. The smaller players may not find it easy to survive. They might
have to merge with bigger and more established institutions of higher learning, and it is our
vision and dream to see SEGi Group of Colleges remain in the forefront.
There will inevitably be new and emerging players, who will come up with new ideas in an
attempt to get a slice of the cake. SEGi, in responding to the competition, believes it will remain
a strong player by continuing to deliver what is being promised to students. For us, it is Quality
Education Within Reach.
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Seventeenth Annual General Meeting of SEG International Bhd. (“the Company”) will be held at
Room Pahlawan 1, Level 5, The Summit Hotel, Subang USJ, Persiaran Kewajipan USJ1, 47600 UEP Subang Jaya, Selangor Darul Ehsan
on Wednesday, 25 June 2003 at 3.00 p.m. in order:1.
To receive and adopt the audited Financial Statements for the year ended 31 December 2002 and the Directors’ and Auditors’
Reports thereon.
2.
To declare a final dividend of 7% less tax for the year ended 31 December 2002 as recommended by the Directors in their Report.
3.
To approve the Directors’ fees of RM190,000 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) Mr Kee Lian Yong
(b) YBhg Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas
(c) YBhg Dato’ Pahamin A. Rajab
(d) YBhg Datin Fadzilah Bte Saad
5.
To re-elect YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub as Director pursuant to Section 129 of the Companies Act, 1965.
6.
To re-appoint Messrs KPMG as Auditors of the Company and authorise the Directors to fix their remuneration.
7.
As special business, to consider and, if thought fit, pass the following motion:-
Ordinary Resolution
- 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 the Kuala Lumpur Stock Exchange and that
such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”
[4]
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 14 July 2003 in respect of ordinary transfers; and
b)
securities bought on the Kuala Lumpur Stock Exchange (“KLSE”) on a cum entitlement basis according to the Rules of the KLSE.
By Order of the Board
NOTES:
LYSIA LIM YEW NEE
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 10th Floor, Menara Summit, Persiaran
Kewajipan USJ1, 47600 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
Secretary
Subang Jaya, Selangor
3 June 2003
- Ordinary resolution on authority to directors to issue shares
The Ordinary Resolution, 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.
[ 4 ] SEG INTERNATIONAL BHD
Statement Accompanying
Notice Of Annual General Meeting
(Pursuant to paragraph 8.28 (2) of the Listing Requirements of the Kuala Lumpur Stock Exchange)
1.
Directors who are standing for re-election at the Seventeenth Annual General Meeting of the Company
Pursuant to Article 86 of the Company’s Articles of Association
(a) Mr Kee Lian Yong
Pursuant to Article 93 of the Company’s Articles of Association
(a) YBhg Dato’ Pahamin A. Rajab
(b) YBhg Datin Fadzilah Bte Saad
Pursuant to Article 129 of the Company’s Act, 1965
YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub
2.
Details of attendance of Directors at Board Meetings
3.
Place, Date and Time of the Seventeenth Annual General Meeting
The Seventeenth Annual General Meeting of the Company will be held at Room Pahlawan 1, Level 5, The Summit Hotel, Subang
USJ, Persiaran Kewajipan USJ1, 47600 UEP Subang Jaya, Selangor Darul Ehsan on Wednesday, 25 June 2003 at 3.00 p.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’ Profile appearing on pages 21 to 26 of the
Annual Report.
SEG INTERNATIONAL BHD [ 5 ]
There were six (6) Board meetings held during the financial year ended 31 December 2002. Details of attendance of the Directors
are set out in the Corporate Governance Statement appearing on pages 58 to 59 of the Annual Report.
[5]
[6]
“Leadership, like swimming, cannot be
learned by reading about it”
Henry Mintzberg
Corporate Information
BOARD OF DIRECTORS
YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub (Chairman)
Dr Patrick Teoh Seng Foo (President)
Mr Clement Hii Chii Kok (Chief Executive Officer/Executive Director)
Mr Kee Lian Yong (Executive Director)
YBhg Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas
YBhg Dato’ Pahamin A. Rajab
YBhg Datin Fadzilah Bte Saad
Mr Amos Siew Boon Yeong
Mr Simon Hue Fook Chuan
Tuan Haji Mohd Razi bin Yaacob (Alternate Director to YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub)
AUDITORS
Ms Lysia Lim Yew Nee (MAICSA 7006382)
KPMG
COMPANY SECRETARY
Wisma KPMG, Jalan Dungun,
REGISTERED OFFICE
Damansara Heights
10th Floor, Menara Summit,
50490 Kuala Lumpur
[7]
Persiaran Kewajipan USJ1,
REGISTRAR
Signet Share Registration Service Sdn Bhd
Tel: 03-80265888
11th Floor, Tower Block
Fax: 03-80265999
Kompleks Antarabangsa
Jalan Sultan Ismail
WEBSITE
50250 Kuala Lumpur
www.segi.edu.my
Tel : 03-2145 4337
Fax : 03-2142 1353
STOCK EXCHANGE LISTING
Kuala Lumpur Stock Exchange,
Second Board
Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub
SEGi Group’s strong performance is
attributable to the continued confidence
shown by our students and university
partners in the Group’s colleges and centres.
New university partners have joined the collaboration tie-up
present the Annual Report and Financial Statements of SEG
with the Group during the year, thus increasing the number
International Bhd (SEGi) Group and Company for the year
of programmes offered by the Group’s colleges and centres.
ended 31 December 2002.
The response to the new programmes offered
The Group achieved yet another year of very encouraging
Dividends
results for 2002. Revenue for the Group increased by 44% to
The Board of Directors is recommending a final dividend
On behalf of the Board of Directors, I am pleased to
RM 80.6 million for 2002, compared to revenue of RM 55.9
of 7 sen per share less tax for the financial year ended 31
[9]
million in 2001. The Group recorded a pre-tax profit of RM
December 2002, subject to the approval of the shareholders
12.8 million for 2002, compared to a pre-tax profit of RM
at the Annual General Meeting. In 2002, 6 sen per share less
11.2 million in 2001 after taking into account an exceptional
tax was paid out to the shareholders as the final dividend for
item in that year amounting to RM 3.2 million. The pre-tax
the previous financial year.
has been encouraging.
Group Performance
profit of 2002 represents a remarkable increase of 60% over
the pre-tax profit before considering the exceptional item in
Operational Review
the previous year.
The year under review was an exciting year for the Group.
SEGi Group celebrated its 25th anniversary, capping our
SEGi Group’s strong performance is attributable to the
milestones as a highly responsive educational provider with
continued confidence shown by our students and university
its name change and new logo.
partners in the Group’s colleges and centres. The student
intake numbers have grown significantly during the year
This was also in line with the successful completion of the
under review. New facilities and centres were set up to
merger and acquisition of the various colleges and centres
accommodate the increasing number of students in the Group
under PRIME Group. Although the acquisition was completed
and to further expand the business.
in 2001, the synergistic benefits from the merger became
evident in 2002. With many merger issues being sorted out
and streamlined, the capabilities and capacities of the Group
colleges and centres are now enlarged and capitalised on.
“SEGi Group is committed to provide
our students with quality education
together with a conducive environment
and good facilities for studies”
[ 10 ]
Our colleges and centres are now aligned under two group of
SEGi confidently benchmarked its organisational milestone
colleges and training centres, namely the Systematic Group
in the later half of 2002 when its Central Examinations
and the PRIME Group. Both these groups will now exert
Department attained the ISO 9001:2000 certification. The
greater presence in the private education sector through more
management system evaluation certification by a US-based
aggressive yet focused marketing programmes that capitalise
body reflects SEGi’s commitment to maintain stringent
on their own individual strengths.
academic standards across the board in all our campuses.
SEGi also launched a web-CT online support platform, to
SEGi has also tied up with numerous Australian university
give our students online access of the study materials and
partners during the year, namely University of Newcastle,
also to complement their face-to-face learning experiences.
University of the Sunshine Coast, James Cook University and
Edith Cowan University, to offer programmes of these
Future Outlook
universities. The new courses, in addition to the other
It has been our mission to deliver academic programmes
existing programmes, will open up the field of options for
effectively to students from diverse social and cultural
those deciding on obtaining quality qualifications from these
backgrounds. To look ahead in what seems to be an
top-notch institutions.
economically unsettled year, we will focus on the
current scenario while taking account of our long-term
SEGi Group is committed to provide our students with quality
sustainability.
education together with a conducive environment and good
facilities for studies. The Group spent over RM 9 million
SEGi’s strategy is in managing the centres with optimum
during the year to upgrade the facilities and equipment,
efficiency and cost, while setting about to secure a
and expand the physical infrastructure of our colleges and
realistic share of the local students’ market. Both the
centres. Besides the upgrading of facilities, the Group set up
bigger campuses and the individual training centres will be
four additional training centres in Klang, Alor Star, Kuching
expected to perform in ways which underpin our serious
and Serian during the year. These centres will cater for the
social and educational responsibilities, such as working
increasing demand for training and self development courses
closer with industrial, governmental and professional
and are mainly located in smaller towns to make education and
sectors.
training more readily available to the residents in these areas.
I wish also to express my grateful thanks to my fellow
recognised professional and academic qualifications through
directors of the Board for their invaluable service and support
the new programme choices we now offer. Traditionally,
to the Group.
We will respond to the increasing local demand for
we have been depending on the eminent SEGi alumni’s
achievements to bring us greater exposure and new students.
I am pleased to welcome Dato’ Pahamin A. Rajab and Datin
This year will find us strengthening our commitment on
Fadzilah bte Saad who have joined us as members of the
three areas: skills training for the employment market, local
Board of Directors.
competitional strategies and expansion of joint venture
partnerships in regional overseas markets, all which will
My sincere thanks and appreciation also to Tan Sri Dato’
help us achieve our goal of improving our overall financial
(Dr) Abdullah bin Mohd Salleh and Dato’ Shamsir bin Omar
performance, as we continue equipping students with sound
who have retired from the Board, for their invaluable
educational foundation for their careers and lives.
contributions during their tenure as Directors of the
[ 11 ]
Company.
Appreciation
On behalf of the Board, I wish to express my appreciation to
the shareholders, business associates, bankers and relevant
authorities for their continued support and confidence
in the Group. My appreciation is also extended to the
management and staff of the Group for their commitment
Chairman
and contributions towards the Group’s achievements during
the year.
Dr Patrick Teoh Seng Foo
“Our spread is one of our strengths that
provide SEG International an excellent platform
to build a solid and eminent corporate
foundation of national and global standing.”
Our Group is privileged indeed to have the widest reach of
of walking the milestones together with our students. The
all private educational establishments in our country, both
Silver Jubilee marked a quarter of a century of providing
in the peninsula and East Malaysia. Our spread is one of
quality education to thousands of students, many who
our strengths that provide SEG International an excellent
have used their foundation obtained at our colleges and
platform to build a solid and eminent corporate foundation
institutions to build on higher personal goals.
of national and global standing.
As we now enter into an era of remarkably abundant
Our locations are by design, with campuses in the Klang
educational opportunities for the different market sectors,
Valley, Penang, Johor Bahru, Alor Star, Bukit Mertajam,
the future of Malaysian students looks remarkably bright.
Kuching and Miri, and the SEGi Group forms a synergistic
Last year, SEG International Bhd joyfully chalked up 25 years
[ 13 ]
network of institutions, connected with the purpose and
The ever-growing demand for tertiary education is evident
intent of meeting the growing local demand for skilled
in terms of figures – the Education Ministry found that the
workers in a globalised workplace.
number of Malaysian school leavers who entered higher
education leaped from 13% to 24% in the last 5 years. It
In 2003, we will continue sparing no expense to lock in with
is clear that our industry has expanded in tandem with
our vision of meeting our students’ needs. Further education
the vision of bringing to fruition Asia’s transition from
now being an essential component of career advancement,
developing to developed status.
the Group looks forward to expand its postgraduate division
by offering prestigious programmes for the adult learners’
SEGi is similarly driven with its corporate mission of
market segment.
expanding its reach in the field of higher education in an
increasingly-liberalised economy. Part of our vision is to see
that our investment strategy such as upgrading or setting
up of infrastructure to teach is accompanied by our concern
to produce highly credible, initiative-driven, technicallycompetent and socially-aware graduates.
Recognising this niche, a Centre of Continuing Education
such as occupational skills training, which provides college
was set up with the objective of promoting education
leavers with marketable skills tailored specially to secure
for the working sector, offering the means of obtaining
them good jobs in their respective fields of employment.
recognised programmes such as the Master of Business
Administration (MBA) via links with internationally-
In line with this, we are making vocational courses
renowned universities and institutions. Along with
another springboard to career advancement, with the
conferences, seminars, talks, and other courses, the Centre
newly-set up Centre of Vocational Training. It will focus
will optimise resources – intellectually and financially
on the promotion and marketing of occupational skills
– to make SEGi a preferred choice for those serious about
programmes in all of our colleges and training centres,
lifelong education. The Centre will also further strengthen
while fostering closer relations with government bodies
our institutionalised vision – of enabling access to quality,
including the Human Resource Ministry, Majlis Latihan
reasonably-priced higher education across the spectrum of
Vokasional Kebangsaan (MLVK), as well as the Perbadanan
learning needs.
Tabung Pendidikan Tinggi Negara (PTPTN).
Any college can be set up to teach, but at SEGi, our finger
As for SEGi’s regional outlook, we will be laying equal
is firmly on the pulse of students’ specialised requirements
stress on developing the ready education markets in
SEGi is similarly driven with its
corporate mission of expanding
its reach in the field of higher
education in an increasinglyliberalised economy
[ 15 ]
countries like China; while strategically opening up the
inquiring minds with a sense of intellectual purpose, national
markets that require careful yet creative resources, as in
culture and societal values, to produce an energetic new
Indonesia. The groundwork is being dug to set up a wholly
generation of knowledgeable, well-trained and well-prepared
privately-owned institution in Indonesia, where the demand
citizens of the world.
for educational expertise and services is on the rise. We will
continue to employ qualified consultants from the industry,
As the 19th century poet and author Ralph Waldo Emerson
whose work is to bring our expansion goals to fruition
puts it: “The things we teach in schools and colleges are not
and who will effectively advance and communicate SEGi’s
an education, but the means of education”.
educational opportunities to the newly globalised Asian
countries.
We now have a current enrolment of about 17,000 at our
colleges, including a healthy population of international
students at our West Malaysian centres. SEG International
President
will strive to continue providing these students not with
an encounter with a standard curriculum, but to fulfil their
Clement Hii Chii Kok
CEO’s Insight
Clement Hii, as a hands-on CEO, has the insight on the
The government wants education to be made available to as
strategies and operations of SEGi. He talked to the STAR
many people as possible, and we agree with this. That’s one
on the plans and direction for the Group. This is an
reason why we also offer vocational training.
extract of the published article.
How do you do branding for your colleges and products?
How is SEGi different from the other large education
Our competitors’ growth has been mostly organic. It’s easier
groups?
to grow that way. SEGi has gone through a few mergers
We’re confident our reach is wider. We have 14 colleges and
and acquisitions, and these require the integration of
six training centres across Malaysia. That means we’re going
different work policies and cultures. Even the same types of
to places where the other big players are not going.
programmes may involve different partner universities.
Since Kumpulan Emas Bhd’s reverse takeover of SEGi in
We don’t see education as something to offer only in places
February last year, we have spent a lot of time streamlining
with large populations. We are in places such as Bukit
the organisation. I believe we’ve done a good job.
Mertajam, Miri, Alor Star and even Serian, a small town near
Kuching.
But we also bear in mind that there are courses and
branches that are not as profitable, for example. We still feel
we have a responsibility (to maintain these operations). The
low-margin professional courses to internal diplomas to
fact that we have a foothold in these places (smaller towns)
undergraduate and postgraduate programmes. Our range is
put us in good stead when it’s time to grow big. We’ll be
much wider. We have over 100 different programmes in the
well-placed to soar.
The second major difference is that our range extends from
group.
Having 20 campuses and centres is not a piece of cake.
Another difference is that within the group, we have
However, in the long run, we’re positioned to take
colleges specialising in different areas. For example, MSC
advantage of our spread.
International College specialises in creative arts. We have
the Systematic Secretarial Centre, which offers secretarial
SEGi differentiates itself by catering to as many market
courses. The Systematic Institute of Information Technology
segments as possible. For example, we’re now launching our
is in IT education.
online programmes. And we’re going into adult education in
These are strong factors that should make us stand out now
a big way.
[ 17 ]
and in the immediate future.
Since I became CEO, I’ve told our people that we must try
Why this strategy?
to have our products and services to be within reach of as
The company must deliver what it promises. It has to strike
wide an audience as possible.
a fine balance between business and social responsibilities.
It’s not just about making money. It’s about educating the
Our branding strategy is to have each of our colleges keep
younger generation and also educating adults. That’s why
its own identity. It’s all very tempting to create one brand
we go to places where the others don’t. That’s why we offer
for the whole group, but it may not work. We want to
low-margin courses.
maintain as wide an audience as possible, and that means
have a separate identity where apropriate.
So what do you tell shareholders?
We believe that by laying the groundwork in these places
How do you get people to sign up for courses?
and areas of education, we’re building goodwill for the
It’s about creating perception. We want to tell people that
group as a whole. It’s something intangible, but it’s
we provide quality education within their reach. Our student
essential in the long run. We’re reaching out to a wider
population has increased from about 12,000 early this year
segment of the market.
to some 17,000 now. This means we’re doing fairly well in
raising the enrolment numbers for our existing courses as
well as in tapping into new market segments.
CEO’s Insight
...education can be a numbers game,
but it’s also about being part of the
community...
What will be your areas of growth?
traditional channels. The online programmes are also
SEGi has been concentrating on business and professional
valuable as a standalone business.
courses, mostly through the Systematic colleges. We have
[ 18 ]
done fairly well in that area and I see that as an advantage.
Another growth area is vocational training. Most of our
That leaves us with a lot of new growth areas to explore.
centres are approved by the National Vocational Training
One is adult education. There is a growing demand for
Council. We have about 2,500 vocational students in
courses that offer flexible class hours and payment
areas such as sales and marketing, hospitality, information
schemes.
technology and technical services.
We are also going into the overseas market in a big way. Our
This (providing vocational education) is very important.
foreign student population has gone up to 2,000. It could
There are people out there who are not aware of
be better, of course, and we’re working on it.
opportunities to acquire these skills. And there’s a great
demand.
We’re linking up with foreign universities in China and
Indonesia in twinning arrangements whereby the students
We’re tapping into the Bumiputera market. For example,
there can come to Malaysia for the third or final year.
most of our vocational students are Bumiputeras. The
National Higher Education Fund offers opportunities
We’re working on establishing franchise branches. The idea
for people to enrol in a variety of courses. We provide
is to export our IP (intellectual property) to partners in
flexibility to students who’re applying for loans under the
China and Indonesia and other countries, where they can do
fund. They can come in and start studying first, instead of
full programmes there. But it’s important that we control
waiting for their loan applications to be approved. These
the quality of the courses.
students would not have come to us if we were not flexible.
Our strong selling point is our assessment methods. Our
How do you reconcile the profit motive and social
examination department, for example, is a stand-alone.
responsibility?
It recently received the ISO 9001:2000 certification.
Our shareholders should have confidence in us. In the long
Other colleges usually have their entire systems certified;
run, our policy of meeting social obligations is good for
we choose to zero in on our examination department.
the community and us. It’s a very competitive business. We
The quality of assessment forms the heartbeat of our
have to be innovative and willing to take calculated risks.
institutions.
I strongly believe you can be profitable while doing good
work along the way.
We’ve been putting our programmes online. Being online
provides two aspects. For our existing students, it gives
added value. It is the way to go. It complements the
Is there a risk of SEGi top management spreading itself too
We’re prepared to invest substantially in the campuses to
thin?
cater for fulltime students who may want more facilities. The
Education is a business of confidence. It’s a business
Affin loan will go to part financing the campuses as well as
about people, not just infrastructure. We have the right
reducing our gearing.
people in place. They have the expertise. Each college
What is the outlook for the industry?
headquarters provide the strategies, monitor the progress and
The industry will go through some consolidation and
ensure the group’s objectives are met.
rationalisation. The smaller players may not find it easy to
head is responsible for the unit’s P&L. We at the corporate
survive. At the same time, I believe there’ll be new players.
What do you think of the government involvement in private
They’ll come up with new ideas to get a slice of the cake.
education?
There’s nothing for us to fear as long as we deliver on what
Private education is booming because there is a demand.
we promise. I should worry first about what’s growing in my
When the government cannot fulfil this demand, the private
garden rather than what’s in my neighbour’s garden.
sector has stepped in to fill the gap. The government has
been very supportive all along. The players have taken their
The Education Ministry is still giving licences to small
cue from the government’s intention to make Malaysia a
players. This indicates that even the small players have a role
regional centre of excellence for education. The future bodes
to play. Students go to these institutions because of their
well for private higher education.
locations or because they offer what the bigger players don’t.
[ 19 ]
SEGi wants to invest in new campuses. We want to put the
The authorities are encouraging the growth of private
money where our mouth is.
education. At the same time, they need to monitor the
developments. I think the government is doing a lot in
Yes, education can be a numbers game, but it’s also about
promoting and encouraging foreign students to come here.
being part of the community. That’s why we organise
The recent moves to shut down unlicensed educational
community projects, offer scholarships and conduct free
institutions are long overdue. It shows that only serious
seminars, for example. This is part of our strength. And we
players should be in the game.
can do this because we are in a lot of places that the others
are not.
What about the recent Affin loan?
We don’t have a purpose-built campus. Most of our centres
are in shop lots because these are in good, convenient
Reprinted with permission
The Star BizWeek December 14, 2002
locations. But we’re now looking at building campuses in the
Klang Valley and Kuching. We want to show our commitment
to the education industry and to fulfilling our students’
needs.
“A good leader does not always lead,
he teaches others to lead”
Anon
[ 20 ]
Chairman
(Non-Executive/Non-Independent)
Malaysian
Chairman of the Board of Directors on 8 September 1997. He graduated with an honours degree in 1953 from Raffles College,
Singapore which later became part of the University of Malaya, Singapore. He joined the Malayan Civil Service (later known as
Perkhidmatan Tadbir dan Diplomatik) in 1954 and served in various Ministries, the longest being in the Treasury for 15 years. He
became the Director-General of the Public Service Department from 1972 to 1974, Secretary General of the Treasury, from 1974
to 1978 and the Chief Secretary to the Government in 1979 and retired from Government service in early 1981. He was appointed
Chairman of the Public Service Tribunal in 1982, the post he held until 1991.
He was the Chairman of the National Electricity Board from 1979 to 1981, Chairman of the Employees’ Provident Fund from 1974
to 1978, Chairman of Syarikat Perumahan Pegawai Kerajaan and director of several Government bodies and companies such as
PERNAS, Malaysia Nasional Insurance Berhad and various State Economic Development Corporations.
At present, he is also the Chairman of Koperasi Pegawai-pegawai Melayu Malaysia Berhad (“MOCCIS”) and a Director of Johor
Corporation. His involvement in social activities includes his current position as President of the Pensioners Association of
Malaysia, Director of Lembaga Bersekutu Pemegang Amanah Pengajian Tinggi Islam Malaysia and a director of the Neurosurgical
Foundation. He is also Pro-Chancellor of the University Teknologi Malaysia, Johor Bahru. He was appointed Senator in April 2001.
He is also the Chairman of the Employee Share Option Scheme (“ESOS”), Nominating, Remuneration and Executive Committees of
the Company. He does not hold any other directorships in public companies.
He has direct and indirect shareholdings of 11,200 and 19,287,478 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.
Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub, aged 77, was appointed to the Board on 4 December 1996. He was appointed
[ 21 ]
President
(Non-Independent/Executive Director)
Malaysian
[ 22 ]
Chief Executive Officer
Malaysian
Dr Patrick Teoh Seng Foo, aged 46, was appointed to the Board on 2 February 2001. He is a Chartered Accountant of the
Malaysian Institute of Accountants and a fellow of the Chartered Institute of Management Accountants, United Kingdom. He
was conferred the Honorary Doctorate in Business Administration by the University of Abertay Dundee, United Kingdom on 2
November 2002. He has vast experience in commerce and industry, having held senior management positions in multinationals
such as Intel Technology, Woodward & Dickerson Inc, Tan Chong Motor Holdings Berhad, PricewaterhouseCoopers and Esquel
Group. Presently, he is the Executive Chairman of Kumpulan Emas Berhad and also the President/Non-Executive Director of Meda
Inc. Berhad.
He is a member of the Executive, Remuneration and ESOS Committees of the Company.
He is a substantial shareholder of the Company by virtue of his indirect shareholding in Kumpulan Emas Berhad through Meda
Capital Sdn Bhd. He was granted an option to subscribe for 60,000 ordinary shares of RM1.00 each pursuant to the ESOS of the
Company.
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.
Clement Hii Chii Kok, aged 45, 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 2001. He graduated with an
Honours degree in Law from the University of Wolverhampton, United Kingdom.
He was a former senior journalist holding positions in several national and local newspapers, including as Chief Editor of Borneo’s
leading English daily, “The Borneo Post”. He had also served in senior positions with management consultancy and investment
firms, including Asbright Sdn Bhd and C & C Group Sdn Bhd.
He is a member of the Executive Committee of the Company.
He has a direct shareholding of 776,000 ordinary shares of RM1.00 each in the Company and was granted an option to subscribe
for 60,000 ordinary shares of RM1.00 each pursuant to the ESOS of the Company.
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.
Kee Lian Yong
Executive Director
Malaysian
Dato’ Seri Megat Najmuddin bin
Datuk Seri Dr Hj Megat Khas
Director
(Independent/Non-Executive Director)
Malaysian
Kee Lian Yong, aged 46, was appointed to the Board as Executive Director effective 2 February 2001.
A Chartered Accountant with the Malaysian Institute of Accountants and a Fellow of the Chartered Association of Certified
Accountants, United Kingdom, Mr Kee is the Chief Executive Officer of Kumpulan Emas Berhad, and has served as Non-Executive
Director of Tomisho Holdings Berhad and Meda Inc Berhad since 1996 and 2001, respectively.
His wide corporate and management experience prior to joining Kumpulan Emas in 1995, include holding several senior management
positions with a few public listed companies and his involvement in his own business ventures.
Pursuant to the ESOS of the Company, Mr Kee was granted an option to subscribe 60,000 ordinary shares of RM1.00 each.
He has no family relationship with any director and / or major shareholder of the Company.
[ 23 ]
As a member of both the Executive and ESOS Committees of the Company, Mr Kee has not entered into any transaction, which may be
deemed to have potential conflict of interest with the Company and he holds no record of criminal offences within the past ten years.
Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Hj Megat Khas, aged 59, was appointed to the Board on 2 February 2001. He holds
an Honours Degree in Law from the University of Singapore. Thereafter, he started his own law firm Megat Najmuddin, Leong & Co.
and practised with the firm until his retirement in 1986.
He was elected to the Selangor State Legislative Assembly for two terms i.e. 1986 to 1990 and 1990 to 1995 for the Kelana Jaya
Constituency. For ten years (1985 to 1994) he held the post of Head of the UMNO Petaling Jaya (“PJ”) Division and the UMNO
Subang Division for 1994/5. He led the PJ and Subang Barisan Nasional Election Campaign from 1982 until 1995. He was formerly
the Permanent Chairman of UMNO Subang and the MPPJ/MPSJ Counsellor.
He was appointed Executive Committee Member of the Federation of Public Listed Companies Berhad in August 1994 and elected
President in October 1997. He represents this organisation in the High Finance Committee of the Ministry of Finance. He was
also one of the first members of the Management Committee of the Malaysian Institute of Corporate Governance and was elected
President in April 1998.
He was appointed as member of the 2nd National Economic Consultative Council 2 by the Prime Minister, where he is a member of
the Human Resources Development Committee. In September 1999, he was appointed to the Capital Market Strategic Committee
by the Finance Minister to produce the Capital Market Master Plan which was released early 2001. Recently he was appointed as
a member of the Corporate Debt Restructuring Committee. He is also a member of the Securities Commission’s Capital Market
Advisory Council. He is the Chairman of Asian Pac Holdings Berhad, My-Infotech (M) Berhad, Pernas International Holdings Berhad
and a director of Dialog Group Berhad.
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
SEGpast
INTERNATIONAL
shareholder of the Company, no conflict of interest with the Company and no convictions for offences within the
ten years. BHD [ 23 ]
Dato’ Pahamin A. Rajab
Director
(Non-Independent/Non-Executive Director)
Malaysian
[ 24 ]
Datin Fadzilah Bte Saad
Director
Malaysian
Dato’ Pahamin A. Rajab, aged 57, was appointed to the Board on 27 August 2002. 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 also has an LLB from the University of London and a Diploma in Syariah Law and Practice from the International Islamic
University, Malaysia.
In 1970, he joined the government service and all throughout his career he served many departments mainly as the Secretary
General, Ministry of Domestic Trade and Consumer Affairs and Director General, Road Transport Department. Thereafter, he retired
from the Government in February 2002 after serving there for 31 years.
He is a member of the Executive Committee of the Company. At present, he is a director of MOCCIS, the Chairman of Air Asia Sdn
Bhd and a Director of Zaitun Berhad.
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.
Datin Fadzilah Bte Saad, aged 62, was appointed to the Board on 27 August 2002. She is a Chartered Accountant and holds a
Masters of Business Administration degree.
In 1968, she joined the government 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.
She is a member of the Audit Committee of the Company. Currently, she is a director of MOCCIS and does not hold any other
directorships in public companies.
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.
Amos Siew Boon Yeong
Director
(Independent/Non-Executive)
Malaysian
Simon Hue Fook Chuan
Director
Malaysian
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.
Amos Siew Boon Yeong, aged 44, was appointed to the Board on 2 February 2001. 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 started his auditing career
and professional training with the accounting firm PricewaterhouseCoopers in 1978 before establishing his own practice in 1988.
He is currently the sole practitioner of the public accounting firm Messrs Siew Boon Yeong & Associates. He has knowledge, skills
and experience in auditing, accountancy, tax planning, financial planning, due diligence and related services on mergers and
acquisitions, project and corporate care and insolvency services. He also sits on the Board of Tomisho Holdings Berhad.
[ 25 ]
Simon Hue Fook Chuan, aged 41, was appointed to the Board on 20 June 2001. He obtained both the Bachelor of Economics and
Bachelor of Law degree from the University of Sydney in 1984 and 1986 respectively. Thereafter, he was admitted as a Barrister-AtLaw 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 a sole proprietor with an Advocates and Solicitors firm, namely Messrs Simon Hue & Associates which
has been established since April 2000. Formerly, he practised in Messrs Ho, Loke & Koh, as a Legal Assistant from 1988 to 1994 and
later as a Partner from 1994 to March 2000.
He is a member of the Audit and Nominating 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.
Tuan Haji Mohd Razi Bin Yaacob
Alternate Director to Senator Tan Sri Dato’
Seri (Dr) Abdullah Bin Ayub
Malaysian
[ 26 ]
Tuan Haji Mohd Razi bin Yaacob, aged 48, was appointed to the Board on 2 February 2001 as the alternate Director to Senator Tan
Sri Dato’ Seri (Dr) Abdullah Bin Ayub. He is a Fellow Member of the Malaysian Association of Company Secretaries, the Institute of
Cooperative Auditors and a Member of the Malaysian Institute of Management.
He joined MOCCIS since 16 June 1981 as the General Manager and also as the Group Company Secretary for MOCCIS and its
subsidiary companies. He is currently a Director of MAGPA Properties Sdn Bhd and does not hold any other directorships in public
companies.
He has an indirect shareholding 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.
Members of the
Audit Committee
(Left to right)
Malaysian
Director
Malaysian
Independent Director
Malaysian
to growth, because there are no
“There is no such thing as limits
[ 27 ]
limits on the human capacity for
intelligence, imagination and wonder”
Ronald Reagan
Danny Chee Kok Beng
MBCS, MIMIS, MNCC
Vice President (Operations - Systematic)
Dr Chow Yong Neng
B. Agr (Hons), MSc., PhD (QUB)
Executive Assistant to CEO
Dr Ronald O. Battle
Master (Harvard, USA), PhD (Berkeley, USA)
Special Assistant to CEO
Cheryl Chong Poh Yee
CA(M), CPA, CFP
Director of Corporate & Financial Services
Tan Sin Kean
B. Com (NZ), CA (NZ), MBA (Aus)
Director of International Affairs
Doris Pamela Alexius
B.Sc. MBA (International Management)
Director of Research & Development
Nicholas Ching Lai Hock
BA (Hons), MSc., CFP
Director of Special Projects
Belinda Koh Cheng Mei
BSc Social Science
Director of Human Resources
LLB (Hons)
Chief Executive Officer
[ 28 ]
Lysia Lim Yew Nee
ACIS
Company Secretary
Pamela Anne Lopez
MBA (International Management)
Senior Manager, Examination Unit
Annuar Zamzury Jolis
B.Appl.Sc (Biotechnology) (Hons), USM
Head of Centre for Vocational Training
[ 29 ]
Daniel Chang Kim Seong
IAA (New York), MBA E-Commerce (CSU, Aus)
Head of Creative Communications
Ronald Ho Foong Yik
CIM, UK, MBA (Wales, UK),
Manager - Operations
Christine Looi Pek San
BSc (Hons) UK
Head of Internal Audit
Katherine Lee Lin Choo
AMIM, FCIS, M.Ed
Chief Executive, Systematic Petaling Jaya
Hew Moi Lan
CA (M), FCMA, CFA, MCIM
Chief Executive, Systematic Kuala Lumpur
Vijendran T. Arulrajah
MICM, AACS, AIDPM
Acting Chief Executive,
PRIME Group of Colleges
Chief Executive, SIIT
Roland Quek Swee Teck
BABA (Ottawa, USA)
Chief Executive, Systematic Johor Bahru
Hajah Roswati bt. Rahmat
BBA (Hons) Ohio University , MBA (UiTM/Ohio)
Chief Executive,
Systematic Secretarial Centre, KL
Dr Yusri bin Yusoff
B.Mgt (Hons) (USM, Malaysia), BHMS, MHREID
Chief Executive, PRIME Bukit Mertajam
Chai Chin Nyan
BSc (Hons) Information Science,
University of Guelph (Canada)
Chief Executive, Systematic Kuching
Amy Goh Joo Imm
BA (Hons) Business Studies (UEL, UK)
Chief Executive, Systematic Penang
Bala Subramaniam
BA (Hons) Econs, M.Econs
Chief Executive, Systematic Klang
Chan Siew Ngo
BA Eng. (Canada), B.Ed (Canada),
TESL (Singapore)
Chief Executive, PRIME Miri
Dr Yong Ain Tai, SDK., BCK., JP.
B.A.Hons (London), PhD. (Arizona)
Chief Executive, PRIME Alor Star
Jeffrey Goh Beng Poh
DipMCIM (UK), AAMI (Aus), MBA (UK)
Principal, PRIME Group of Colleges
[ 30 ]
Edward Lim
B.Bus (CSU, Aus), CA (Malaysia), CPA (Aus)
Chief Executive, IBMS College Kuching
Raymond Chai Koh Hian
ICSA
Deputy Chief Executive,
Systematic Training Centre, Serian
Raj Kumar Raju
B.Econs (Hons) (UUM, Malaysia), MSc HR
(UPM, Malaysia)
Head of Department, Pusat Makmur Klang
[ 31 ]
Foong Pek Kwan
BSc (Hons) Econ. (UM,Malaysia)
Acting Principal, Systematic Institute of
Information Technology, KL
Peter Loo Hooi Piow
BSc. Industrial Design (IAU,USA)
Acting Head
MSC International College, USJ
Lydia Foong Yoke Yean
TESL (UK), B.Ed (Hons)
Summit International College, USJ
Caroline Yeo Ling Hui
LLB (Hons)
IBMS Training & Development Centre, Kuching
Chung Lee Hsia
BA (UKM), AFPM
Manager,
Systematic Management Resource Centre, USJ
Judy Lim Lay Keow
Senior Executive,
SBT Professional Publications, USJ
“Knowledge is wisdom
rightly applied”
Jeff Heely
The University of Southern Queensland is a dynamic, young University that offers award
programmes at undergraduate and postgraduate level by on-campus, off-campus or
online study. Many students choose different modes of delivery for different periods of
their study. The University believes that flexible delivery is about giving people what they
want, where they want it, when they want it, in their style, in their place, in their time.
We are regional, flexible and international.
USQ began its existence 32 years ago as an Institute of Technology and later, as a
College of Advanced Education. It was redesignated as a University from 1990 without
amalgamating with any other university.
USQ was Joint Winner of the Good Universities Guides’ University of the Year: 20002001 Award. In 1999, USQ won the Inaugural Award for Excellence from the International
Council for Open and Distance Education (ICDE), as a world leader in “dual mode” (oncampus and off-campus) education.
support offices throughout Australia and in other countries where we offer our awards
programmes. The University also has a well-equipped campus at Hervey Bay, serving the
Wide Bay region, and a Brisbane Campus.
As at January 2003, the University has approximately 22,000 enrolments including over
5,500 international students. More than 100 nationalities are represented and about
4,500 international students study USQ programmes in their home countries.
Overall, the University has embraced the need for change implicit in an educational
environment that is highly competitive, and dominated by the evolution of global
communications technologies. It intends to remain fast, flexible and fluid in meeting
the needs of learners throughout Australia and internationally. It will meet these needs
without compromise to the quality and integrity of its programmes and standards.
Its partnership with PRIME Group of Colleges is mainly to offer Bachelor of Business and
Bachelor of Commerce, as well as Master of Business Administration through articulation
process for students who have completed PRIME College’s internal diploma.
USQ has a well-resourced main campus in the city of Toowoomba, and many regional
[ 33 ]
Par tner Un
The University of Abertay Dundee is one of Scotland’s modern industrial universities, with a centuryold tradition of meeting the educational needs of industry, commerce and the professions while pursuing
research of genuine excellence in the fields of computing, engineering, science and business.
History
The University started life as the Dundee Technical Institute in 1888 when a donation from a local benefactor enabled the creation of a college in
order that “the ladder of learning be raised aloft in Dundee”. By 1902, the Institute was making a significant contribution to the development of local
industry and, reflecting its role and status, was described as “an industrial university” by the then Scotch Office of the United Kingdom Government.
Reflecting the changing patterns of industry and commerce as well as the evolving needs of students and society, the Institute grew in both size and
stature throughout the early part of this century. By the 1970s, it had undergone a number of evolutions and was regularly introducing new and
innovative courses, working closely with the Council for National Academic Awards. What was by then the Dundee Institute of Technology was granted
the right to use the new title of University of Abertay Dundee from 26 April 1994.
Courses
The University is organised in four large schools covering a number of subject areas, namely, Contemporary Sciences, Computing & Advanced
Technologies, Social & Health Sciences and Dundee Business School.
All courses are designed to give students the skills employers want, such as teamwork, the ability to communicate, and computer literacy. Abertay
Dundee’s graduates and diplomates are well recognised by local, regional, national and overseas employers, with whom we have forged strong links.
Placements in a real-life work environment play an important part in many courses and many students get the opportunity to put their skills to use by
taking part in work experience schemes across the full range of subjects and courses available.
[ 34 ]
In Malaysia, Abertay Dundee’s programmes in Business are taught at Systematic Colleges.
Research
In parallel with its vocationally-oriented education provision, Abertay Dundee is also establishing a strong presence in many areas of leading-edge
industrial research covering subjects as varied as computing, international business, optoelectronics, engineering and economics.
In the UK Research Assessment Exercise 2001 (published December 2001), Abertay was identified as one of the most improved research universities
in Britain. The University more than doubled its average score for research quality and, among other things, was highlighted as the best university in
Scotland for environmental science research.
“The partnership between Abertay and SEGi
has achieved great things during its first
ten years, but I am convinced that together
we can go on to new heights of success
in both teaching and research. We are all
looking forward greatly to the future.”
Professor Bernard King
Vice-Chancellor
i versities
The University of Greenwich is a major modern UK university. Its three campuses extend from Maritime
Greenwich to Medway, serving South East London, Kent Thames-side and West Kent. The Kings Hill Institute
in West Malling, Kent is a centre for Continuing Professional Development.
The university aims to combine the best of the “old” and “new” university traditions, combining strong
regional links and a mission for access and lifelong learning with research excellence and an international
role.
The university has achieved considerable growth in the last decade, to become a major player in the region. Student numbers,
including those enrolled at partner colleges, have increased over the last 12 years to a total of 18,250 in 2001/2002.
Students
Students benefit from being taught in a research environment where staff share expertise and
specialist facilities. The university has set high standards for teaching quality and provides
professional training opportunities for all our lecturers. This is the culture that is being inculcated in
SEGi Group of Colleges, where the partnership with UOG has been established since 1998.
Research and Consultancy
With an annual income of over £20 million for research and consultancy, Greenwich is the topranking new university. The largest research groups in the university include Agriculture, Computing,
Metallurgy & Materials, Subjects Allied to Medicine and Environmental Sciences. Two hundred and
fifty two Greenwich staff were submitted for the 2001 Research Assessment Exercise (RAE) and they
won increased average grades. The university’s research community also includes a substantial cohort
of 400 research students.
The university won a Queen’s Anniversary Prize for Higher and Further Education in 2000. This
[ 35 ]
national award recognises outstanding achievement, which benefits the wider community. The judges
commended the university’s Natural Resources Institute (NRI) which works with partners in the
developing world, saying that NRI’s research “together with its educational and training programmes
have brought huge benefit, making a real difference to the lives of thousands of people”.
The academic staff work in partnership with business, industry, government and public bodies. The university offers research
expertise, technology transfer, incubator facilities, business advice and staff training.
Its clients include major multinationals and government agencies around the globe in over 50 countries.
International
The university works in over 80 countries around the world carrying out research, consultancy and teaching. The Natural Resources
Institute has partnerships around the globe. For over a 100 years it has worked in the developing countries of the tropics and
subtropics; now, changes in Eastern Europe and the countries of the former Soviet Bloc have opened up new opportunities.
Elsewhere in the university, there are projects as far afield as China, South Africa, Russia, Australia and the USA. The university’s
position in South East London and Kent means that it is well located to link into Europe. In Malaysia, its partnership with Systematic
College dates back to 1998, offering students the opportunity to articulate into its Bachelor of Business (Honours) in Computing, on
completion of Systematic College’s Diploma in Computing.
Par tner Un
Designed and developed as a vibrant modern university with dynamic new staff,
USC has had a rapid period of progress since opening in 1996, and is already
overtaking or challenging some older universities in a myriad of ways.
The University is committed to regional issues that have international significance,
strong academic courses and research initiatives reflect this local-global
connection.
From undergraduate to post-graduate, to a new high-tech small-business
Incubator, a concern with job generation features strongly in the life and design of
the University, but only in addition to the emphasis on the academic and cultural
dimensions of university life.
[ 36 ]
Students consistently praise staff for providing an outstanding level of support to
them, because USC is an institution of human scale, of 3,500 students from all over
the world.
USC is known for its innovative, enterprising and flexible approach to its academic
programmes. The way in which the campus’ physical environment has been
developed, with strong environmentally-sensitive approaches predominating, even
to strategies that protect the mobs of wild kangaroos that roam the campus.
The distinctive, climatically sensitive architecture has won national and
international recognition and contributes to an ambience and working
environment that is distinctively different.
More development is underway to enhance the choice and complexity in
campus life and reaffirm this University as a leader amongst the world’s regional
universities.
In Malaysia, USC Post-graduate courses, like the MBA and the MFP (Master of
Financial Planning) are offered with supervised and online support through SEGi.
i versities
James Cook University is Australia’s leading tropical research University. The University takes its name
from the eighteenth century English navigator and explorer, James Cook. Cook’s epic voyages in the
southern hemisphere contributed significantly to the world of science. The University was proclaimed
in Townsville on April 20, 1970.
JCU is a multi-campus university with the main sites located in the vibrant northern Queensland cities
of Townsville and Cairns. Smaller sites are located in Mackay and Mt Isa. Affiliated operations with
Holmes Colleges are in Sydney and Melbourne.
JCU is a high-ranking research university with a strong focus on matters relating to the tropics.
JCU enjoys an international profile, maintained and promoted through linkages with universities and
research institutions world-wide. Its connection with Malaysian students is through SEGi Group of
Colleges.
Teaching tomorrow’s leaders
Over 170 undergraduate and 120 postgraduate courses are offered at JCU, spanning the Arts, Business,
the Creative Arts, Education, Engineering, Law, Medicine and Health Sciences, Social Sciences and
Science. All degree programmes emphasise the skills of critical thinking and problem solving, effective
communication and familiarity with information technologies.
[ 37 ]
Through its collaboration with SEGi Group of Colleges in Malaysia, JCU offers the prestigious Bachelor
of Business, which provides its graduates with the qualifications and skills for entry into the global
workforce.
JCU works with local industries and professions to ensure that courses relate
to employer needs. Work placement schemes are featured in many degree
programmes, equipping graduates with valuable practical skills.
“SEGi is a natural partner for JCU because of its
track record of quality in the delivery of educational
programmes. Like us, the staff of SEGi see education
as not just a job but as a mission, as a way of
investing in the intellectual capital of our nation to
improve the future intellectual, economic, social, and
cultural well-being of our peoples.”
Professor Bernard Maulden
Vice-Chancellor
Par tner Un
Bolton Institute in the United Kingdom was founded in 1896. Being established by Royal Charter to
award its own Undergraduate, Post-Graduate and Doctoral Research degrees, Bolton was awarded a full
university status. It is fully funded by the British Government and is a member of the Association of
Commonwealth Universities.
Its Business School, the largest faculty in Bolton Institute, is committed to the local and regional
community to deliver teaching, research and enterprise activities of the highest national and international
standard. In Malaysia, its programmes offered through distance learning through Systematic Management
Resource Centre (SMRC) include its Bachelor of Arts (Honours) in Business Administration (BABA),
Bachelor of Arts (Honours) in Accountancy (BAAF), MBA General Management and MBA Enterprise
Management.
As on organisation involved in higher education, Bolton’s staff members are committed to ensuring that
students realise their potential and graduate with the initiative to deploy their skills as effectively as possible.
Bolton has strong links and close contact with the business community. The establishment of the first National
Teacher’s Training Centre to promote education has further strengthened Bolton’s prestige in the area of
technical and business education.
[ 38 ]
Bolton offers a wide range of courses at undergraduate, post-graduate and research level to 8,000 students
from the United Kingdom and 80 countries worldwide. Bolton has a tradition of attracting international
students from the ASEAN region including Jabatan Perkhidmatan Awam (JPA) sponsored students from
Malaysia.
The School has developed an expertise, which is recognised at national and international levels, in
entrepreneurship. It has also introduced the MBA in Enterprise Management, MBA in General Management and
other management programmes exclusively for the enterprise sector.
As an institution of higher learning, Bolton also carries out
research in strategic development of small manufacturing firms,
the adoption of information technology in small businesses, failure
proneness in small businesses and small businesses in the Far East
– particularly China and Malaysia.
niversities
The University of Newcastle, established in 1965, has a student population of just over
20,000. The University is an exceptional achiever in research with an international reputation
for expertise in innovative approaches to teaching and learning. Its two main campuses are
spread out in both the Central Coast and Hunter regions of NSW, both of which have won
national awards for architecture and sympathetic environmental management.
The larger campus at Callaghan lies about 12 kilometres from the Centre of Newcastle on a
beautiful natural bushland site, and this is where the great majority of the students study. The
other main campus is at Ourimbah on the Central Coast, about half way between Newcastle
and Sydney. It is part of an innovative joint venture between the University, the Hunter
Institute (TAFE NSW) and the Central Coast Community College. Currently there are about
1,800 University of Newcastle students studying at Ourimbah but as a new campus earmarked
for growth, this number is expected to grow considerably over the next five years.
Although not a campus in the strict sense of the word, the University has also established a
significant presence on two sites within the Newcastle C.B.D., namely through the School of
Music and Conservatorium in the Civic Theatre precinct, and the School of Law and Graduate
School of Business in the University House, a landmark art-deco sandstone building directly
opposite Civic Park.
[ 39 ]
It is an ideal location for many students who study part-time and who work close by. And
although the University’s medical and nursing programmes are based on the Callaghan
campus, they also operate out of major clinical, teaching and research facilities at several
hospitals and health centres in the Hunter and Central Coast regions.
In Malaysia, UoN’s DBA (Doctor of Business Administration) is available through SEGi network
of support centre, with local supervisors working in collaboration with on-campus faculty
members to guide the doctorate candidates through their courseworks and their thesis.
“The University of Newcastle is very pleased to be
associated with SEGi. It will be a partnership which
will deliver quality education at senior level and
offers great opportunity for future expansion.”
Professor Roger Holmes
Vice-Chancellor
Par tner Profes
Partner Professional Bodies
Association of Chartered Certified Accountants
ACCA (the Association of Chartered Certified Accountants) is the largest and fastest-growing international accounting body,
with over 300,000 students and members in 160 countries. ACCA has an extensive network of 70 staffed offices and other
centres around the world.
ACCA offers four core qualifications:
•
a technician level qualification provides a comprehensive introduction to accountancy,
•
a professional qualification enabling members to reach the highest level in accountancy,
•
a Bachelor of Science in Applied Accounting which is centred on the needs of employers for practical, professional
•
an MBA designed to broaden business understanding and enhance strategic decision making.
accounting,
In Malaysia, the ACCA professional qualification is taught at Systematic Colleges throughout Malaysia. In keeping with ACCA’s
commitment to lifelong learning, we have launched a range of further qualifications. Our programmes are designed to suit the
needs of accountants, finance-professionals and non-finance professionals with financial responsibility - at all stages of their
careers.
ACCA’s reputation is grounded in almost 100 years of providing accounting and financial qualifications. Its long traditions are
complemented by modern thinking, backed by a predominantly young, dynamic membership.
[ 40 ]
London Chamber of Commerce and Industry
London Chamber of Commerce and Industry was created by businesses in London to help each other and to make London a place
where business thrives.
Its mission is “to help London businesses succeed by promoting their interests and expanding their opportunities as members of
a world-wide business network”.
The Chamber is independent of government, owned and directed by its customers, democratically accountable to 1000s of
businesses of all sizes and sectors throughout Greater London.
As a not-for-profit organisation, LCCI raises £7 million each year from business and spending it on practical day-to-day support
services.
London Chamber represents the biggest business membership in London, truly the voice of London business.
LCCI is a professional course offered through Systematic College.
Institute of Chartered Secretaries and Administrators
The Institute of Chartered Secretaries and Administrators (ICSA) is recognised as the leading professional body for Chartered
Secretaries and Administrators in the United Kingdom and worldwide. Founded in 1891, the Institute today boasts of having
44,000 members and 30,000 registered students under its wing.
In Malaysia, the ACIS and FCIS qualifications are both recognised by the Government as equivalent to an honours degree from a
local university and the Grad ICSA is recognised as equivalent to a general degree. Members of the Malaysian Association of the
Institute of Chartered Secretaries and Administrators (MAICSA) with more than five years practical tax experience, either in the
Government or private sector, are also eligible to apply to become tax agents under Section 153 (3) of Income Tax Act 1967.
To date, MAICSA membership stands at more than 4,000.
s ional Bodies
CHARTERED INSTITUTE OF MANAGEMENT ACCOUNTANTS
CIMA members are Accountants in Business. Collectively, it represents financial managers and accountants who
work in industry, commerce, non-profit and public sector organisations. Its key activity is related to Business
Strategy, Information Strategy and Finance Strategy. CIMA members are not trained in audit.
CIMA’s focus is to qualify students, support members and employers, and protect the public interest. It has
gained recognition in 154 countries, and today CIMA is the voice of over 77,000 students and 59,000 members
throughout the world. CIMA’s focus on management functions makes it unique, and as an organisation, it is
internationally recognised as offering the financial qualification for business.
In a recent survey, 68% of employers in the UK chose CIMA as their preferred professional qualification.
The commercial relevance of its syllabus, which is continually enhanced to reflect the latest developments in
business has attracted students who choose to enter into the business field. In an age of growing globalisation
and intensified competition, the Chartered Management Accountant is fully prepared to meet the need for
timely and accurate financial information.
CIMA members and students work across all business sectors at all levels throughout the world, demonstrating
the flexibility of the qualification. In Malaysia, CIMA’s partnership is with Systematic College, and its
professional programme is taught in Systematic Colleges throughout the country.
CHARTERED INSTITUTE OF MARKETING
The Chartered Institute of Marketing (CIM) originated in the United Kingdom as the Sales Managers’
Association 1921. Its aim was to improve sales techniques and set the role of sales managers on a more
professional footing.
The Association was subsequently incorporated in 1926 and became known as the Incorporated Sales
[ 41 ]
Managers’ Association, or simply ‘ISMA’. The association went through several change of names before it
became known as the Chartered Institute of Marketing (CIM) when in 1989, Her Majesty the Queen awarded the
Institute with The Royal Charter.
CIM is unique in awarding Chartered Marketer status, in recognition of achievement in theory, practical
experience and expertise. Full Members and Fellows of CIM committed to Continuing Professional Development
(CPD) can hold Chartered status.
In 1995, the Diploma was awarded postgraduate status, enabling increasing numbers of graduands to continue
their studies to Masters level.
Today CIM boasts over 60,000 members and students. Teaching quality awards have been introduced for CIM
tuition centres as part of CIM’s commitment to recognition of continuous improvement. Internationally, CIM is
stronger than ever, with new branches in Sri Lanka, Singapore and Malaysia. New study centres in India and the
Ukraine, bring the worldwide total to some 400. In Malaysia, CIM is offered through Systematic Colleges.
Despite many changes during a turbulent century, CIM rests on the same cornerstone now as it did in 1911
- every business needs customers, and must adapt to satisfy their needs profitably.
Partner
Partner Professional
Professional
Bodies
Bodies
Association of Business Executives
The Association of Business Executives was founded in 1973 by a group of industrialists, educationalists and
politicians as a non-profit making institution. The aim of the Association is the promotion and advancement
of efficient administration and management in industry, commerce and the public service by the continued
development of the study and practice of administration and management. The primary objective of ABE is that
students successfully completing its examinations will be more effective managers.
The Association is unique among professional bodies in providing a general business education to practicing
and aspiring managers and executives, as well as a route to further study onto MBA programmes. ABE
membership is not restricted to UK residents and examinations are conducted internationally. The Association
endeavours to achieve its aims and objectives by insisting on high academic and professional qualifications and
appropriate practical experience before gaining full Membership. The Association maintains close liaison with
other professional organisations working in allied fields and disseminates information about administration and
management in the journal “Business Executive” which is issued free to all members.
National Computing Centre (NCC)
The National Computing Centre is an independent membership and research organisation whose mission is
to promote the more effective use of information technology. This objective is achieved through the creation
and sharing of relevant knowledge and is facilitated by NCC’s proven expertise in data and information
management.
NCC members benefit by being kept informed of current IT issues via published guidelines, surveys, research
and also special interest groups. NCC’s membership spans universities, government bodies, small and medium
sized businesses and blue-chip corporations.
[ 42 ]
NCC was established on June 10, 1966, when the Government announced that, following consultations with
computer manufacturers and others, that there was a need for a computing centre to:
•
Encourage the growth of computer usage in the UK
•
Simplify the work involved in using computers
•
Ensure the necessary education and training were available
In line with government policy, NCC is currently drawing most of its income through commercial businesses.
Since 1988, NCC’s commercial success has continued and in 1996 a new company NCC Education Services was
formed, whilst 1999 saw the creation of NCC Group.
The aims of NCC however remain much the same today as when it was first established: to promote the
more effective use of information technology. This is achieved through the creation and sharing of relevant
knowledge and is facilitated by NCC’s proven expertise in data and information management.
“Genius is one percent
inspiration, ninety-nine
percent perspiration”
Thomas Edison
��
��
��
SYSTEMATIC
SYSTEMATIC COLLEGE, PENANG
��
INSTITUT SYSTEMATIC, KLANG
��
This campus is strategically located in Georgetown, capital of the “Pearl of the
A strategically-located campus with a good local reputation, this
Orient”. It caters to Penangites and those from the northern Peninsula states.
campus serves Klang, the coastal township that boasts of one of the
Students can pursue a wide range of degree programme options like Business
most modern maritime ports in the world. Having established itself
Administration, Computing, Marketing and Accounting & Finance. Professional
as a centre of excellence in tutoring students for SPM and STPM
courses like LCCI, ACCA, CIM and ICSA are delivered in a totally modern learning
examinations since 1990, it has enrolled increasing numbers for its
environment, with multimedia facilities and networked computer laboratories.
internal and professional programmes, leading them to graduate
with diplomas and degrees. Activities like charity campaigns
SYSTEMATIC COLLEGE, PETALING JAYA
and blood donations are encouraged amongst students to create
Having chalked up 25 years’ solid reputation of excellent academic track record,
awareness about social responsibilities from young.
this instituition is poised to take its future to greater heights, with renovation
on its existing building structure and the setting up of its Postgraduate Priority
Learning Centre. Knowing their aspirations are in the hands of caring, qualified
lecturers has drawn a few generations of students to enroll in its courses. Nestled
in the heart of bustling SS2, the campus truly fits into the ‘One-Stop Educational
Centre’ mould. Student welfare matters and academic counseling will continue to
be its pillars of strength.
[ 44 ]
SYSTEMATIC COLLEGE, KUALA LUMPUR
Established in 1977, this campus recently renovated its façade. The distinctively stylish facelift has
added vitality to the college’s commitment to ensure students get their money’s worth, whether they
are taking professional programmes such as ACCA, ABE, CIM, CIMA, ICSI and LCCI, or the range of
affordable degree programmes. Its privilege of being exceptionally well-situated within the business
and financial hub of the capital, with a host of conveniences like shopping and food outlets, and
public transport means laid out makes it an attractive choice for the pursuit of higher education,
whatever the student’s background.
SYSTEMATIC INSTITUTE OF I.T., KUALA LUMPUR
Its metropolitan appeal draws a diverse crowd of local and international students from China,
India, Pakistan, US, UK and Africa. Many have blazed a trail worthy of emulation, with their prizewinning achievements in NCC and LCCI examinations. At SIIT, internal exams like SDB and SHDCS
are supported by quality training materials and a team of tech-savvy and professional staff. Short
computing courses on programming and application software are targeted towards bringing the
public closer to the national k-economy policy.
SYSTEMATIC SECRETARIAL CENTRE, KUALA LUMPUR
Efficiency being the key to modern secretarial practice, students at SSC are groomed for their
vital role in enhancing their organisation’s corporate image, performance and productivity. Along
with traditional secretarial skills, they are exposed to advanced business development, while
periodic seminars on proper business and social etiquette enhances the future secretary’s value.
With students from multicultural backgrounds, it is able to foster close fellowship amongst them
during events such as Secretaries’ Week, Personal Grooming and Presentation Skills.
Group of Colleges
*
PUSAT MAKMUR, KLANG
SYSTEMATIC TRAINING CENTRE, SERIAN
Located next to Institut Systematic Klang, Pusat Tuisyen
The establishment of Systematic Training Centre in Serian,
Makmur (formerly known as Institut Makmur) was formed in
Sarawak is a reflection of SEGi’s long-term commitment to
December 1990 to provide both tuition as well as night classes.
broaden educational and training opportunities to all levels
It also offers specialized vocational training programmes under
of society. The courses offered at the training centre are
the National Vocational Training Council (MLVK). The tuition
relevant and affordable to fulfill the aspirations of individuals
centre is well-known to students in Klang, who are currently
who are seeking educational pathways to a university degree,
doing their Forms V and VI examinations.
and beyond at one of the nearest branch campus Systematic
Kuching which is about 40 miles away.
Systematic Training Centre in Serian will offer Computer and
Business skills foundation courses giving the opportunity for
school leavers in the vicinity of Serian Township to study in
their hometown.
INSTITUT SYSTEMATIC, KUCHING
Highly regarded by locals of the clean, multi-cultural and multilingual ‘Cat City’, Institut Systematic Kuching also gets a hefty
amount of outstation and international students, who make it
their One-Stop Centre for a range of degree and professional
courses like Accounting, Computing, Secretarial and Business
Administration Studies. It has excellent facilities and a team
of experienced lecturers to complement the lively student
[ 45 ]
population, who participate wholeheartedly in college events.
Comfortable and secure student hostels in the campus vicinity are
available.
SYSTEMATIC COLLEGE, JOHOR BAHRU
Located high above this busy southern Causeway city, on the 32nd floor of the Landmark
Tower, this college has been a private education leader for over 30 years, serving Malaysians,
Singaporeans and Indonesian students. Computer studies and Accounting-based courses, as
well as business and management degree programmes are offered. The campus has achieved
a reputation of producing Malaysia and World Award winners for the LCCI Diploma in
Accounting. With its symbolic address, excellent facilities and the unwavering dedication of
lecturers, the student’s dream of academic achievement can be a reality.
SYSTEMATIC MANAGEMENT RESOURCE CENTRE (SMRC), SUBANG JAYA
*
This business unit has been offering postgraduate and undergraduate degree programmes from Bolton Institute (UK) through
distance learning since January 1998. The flexibility that students enjoy when they enrol through the distance learning mode
has made programmes offered by Bolton Institute particularly very popular with matured students. Students use the same study
materials and undergo the same rigorous academic assessments as their fellow students who are doing the same programmes
on-campus, and earn the same award. Distance learners will still experience direct face-to-face contact with their supervisors
and lecturers during their study and workshops held in Malaysia every semester.
*Training Centre
��
PRIME TRAINING & DEVELOPMENT CENTRE, ALOR STAR
��
��
*
PRIME
Having a northern bearing gives this centre a base for many students of Perlis, Kedah and
Penang who intend to pursue higher education, to stay close to ‘home’. The centre, located
in the capital of the state often known as Jelapang Padi (Rice Fields) of Malaysia, caters to
mainly vocational students.
PRIME COLLEGE, BUKIT MERTAJAM
PRIME College Bukit Mertajam, established in 2002, is located at Wisma Summit in Bukit
Mertajam. The college has brought opportunities for higher education to students in the
Northern states of Peninsular Malaysia. For the convenience of students, the college, located
just next to the Summit Bukit Mertajam shopping mall, is easily accessible by bus. Besides MLVK
courses, PRIME College Bukit Mertajam also offers undergraduate programmes in the fields of
Information Technology, Business Administration and Accountancy, at both diploma as well as
degree level, in partnership with universities in Australia and Great Britain.
PRIME COLLEGE, SUBANG JAYA
Its mission to offer affordable yet choice programmes to the future leaders of our country, and having a
Commitment to Excellence in doing so, this city campus continues to roll out a string of superachievers,
some who continue to pursue their studies to Masters and PhD levels. It is the first and only private college in
the country to offer all four Engineering disciplines: civil, mechanical, electrical & electronic and chemical.
Other degree-linked programmes are its diplomas in Management, Business & ICT and the MBA programme.
[ 46 ]
MSC INTERNATIONAL COLLEGE, SUBANG JAYA
This cool campus has much to offer students wanting training in Media, Art & Design programmes.
Its various departments offer Interior Design, Industrial Design, Graphic Design, Photography,
Advertising, Video & Animation, Multimedia Design, Drama & Theatre, and Music. Young creative
minds are given personal attention and guidance to develop their individual spirit of innovation and
to apply them successfully in their chosen fields. The college’s renown has even produced national–
level design award-winners.
SUMMIT INTERNATIONAL COLLEGE, SUBANG JAYA
This vibrant college specialises in the training of early childhood educators. It conducts and
administers the internationally recognised Montessori Diploma in Early Childhood Education,
which is endorsed by the National Accreditation Board and approved by the Education Ministry.
The college also conducts certificate course options in Childhood Nutrition, Children’s Art, Music
& Movement, Child Psychology & Development, First Aid, Child Safety & Hygiene, Nursery
Management and Speech Communication Arts.
Group of Colleges
IBMS COLLEGE, KUCHING
Eschewing the group’s mission to provide Quality Education Within Reach, IBMS gives locals a chance
to reach for their aspirations, through diploma, degree, law and MBA programmes. This magnificent
campus has been described as a 4-star hotel due to its classy ambience. The city campus has an open
environment to promote learning with its expansive student area, IT labs, cybercafe and airy classrooms.
Dynamic staff adds to its winning appeal. Students get to participate in cultural events to foster greater
friendship ties amongst the diverse ethnic groups.
PRIME COLLEGE, MIRI
Miri, studded with oil refineries and charming the eye with its laidback scenery, has a
fine professional campus to match its young population’s aspiration of quality education.
Whether it is Cambridge A-Level, Pre-University or a range of diploma programmes, the
college has produced a winning stream of graduates who are well-adjusted as they are
ambitious. They immerse themselves in social events like Theme Nites, competitions and
charity drives. The campus also serves students from neighbouring Brunei Darussalam.
[ 47 ]
IBMS TRAINING & DEVELOPMENT CENTRE, KUCHING
*
In addressing the Government’s call to upgrade the quality of our country’s human resource, Kolej IBMS has
established its new ‘IBMS Training and Development Centre’ to better serve the training needs of the Kuching
society. Commencing its operations in January 2003, it is located within walking distance of the main campus
and in the heart of the Kuching city, where modern amenities such as food courts, supermarkets and recreational
facilities are available. With its state-of-the-art facilities, the new centre runs mainly computer skills training
programmes. Manned by a Centre Executive and his team of dedicated staff, participants will indeed find the new
centre a conducive place for training and re-training.
IFPA RESOURCES, SUBANG JAYA
*
This business unit provides professionals with financial planning training leading
to the internationally-recognised Certified Financial Planner designation or CFP™.
The distinction opens doors for those keen to capitalise on the trend towards
liberalisation and globalisation of the financial services industry.
*Training Centre
Panoramic View of SEGi’s Str
Professional Courses
Since the first Systematic College was established in 1977, the Group has always
been involved in providing a wide range of professional courses, from ACCA to
CIM and from ABE to ISCA and the highly-publicised CFP qualification. Over the
years, students with professional qualifications have either gone on to pursue
their second degree or entered into the workforce. A majority of them would
have reached very senior level of management. Although SEGi has since entered
into the undergraduate and postgraduate markets, it still believes in providing
opportunities for quality professional qualifications to its students.
[ 48 ]
Vocational Courses
As an active participant of the scheme under the National Vocational Training
Council (MLVK), SEGi has provided opportunities to hundreds of SPM leavers
who have opted to pursue vocational skills training. The Group will continue
to be committed to the national aspirations to produce skilled workers who are
better equipped to join the workforce. Major colleges within the Group have
individually set up its own Training Centres to cater to the needs of the MLVK
and other vocational students.
engths and Spread in 2002
Distance Learning
Through the Regional Centre concept, a number of courses offered by foreign
university partners have been become possible for the Malaysian public through
distance learning. Students are enrolled with the partner universities, and they
can choose a wide range of programmes, from undergraduate programmes
in Business and Information Technology to both Master and Doctorate
Programmes.
Online Learning
[ 49 ]
Over RM1 million was spent in 2002 alone to upgrade the online teaching
facilities at both Systematic and PRIME Colleges. Its newly installed online
support system, which uses Web-CT platform, supports four fields of studies,
namely marketing, business, accounting and computing. The system is to greatly
enhance the learning experience of its students, who will now become more
interactive.
Continuing Education
SEGi has been involved in providing education to working adults since
its inception, and will continue to play an active role in adult education.
Its range of programmes offered to working adults include professional
qualifications such as the Certified Financial Planning (CFP) and both
postgraduate qualifications, which include the Master of Business
Administration (MBA) and Doctor of Business Administration (DBA) from
various reputable partner universities.
Panoramic View of SEGi’s Str
Foreign Student Community
Our foreign student population has been growing substantially over the past one
year with more focussed marketing effort in countries like China, and South East
Asian countries. The Chinese students from Mainland China form the majority
of foreign students currently enrolled with both Systematic and PRIME Groups
of Colleges. Other foreign students come from some 30 other different countries
around the world, such as Indonesia, Pakistan, Thailand, Myamar, Singapore,
Somalia, Philippines, Korea and Taiwan.
Examination Department
As part of the Group’s Quality Control mechanism, a centralised examination
department has been put in place since 1989. In 2002, the Examination
Department won the much coveted ISO 9001: 2000 Certification for the
Provision of Education Support Services from ABS Quality Evaluations, Inc., USA
which is accredited by ANS - RAB. This has further enhanced the Group’s longterm vision of providing quality education.
[ 50 ]
Overseas Collaborations
SEGi continues to be involved in strategic partnerships with local education
support groups in foreign markets such as China and Indonesia. It is currently
on the verge of negotiating several deals with a credible Indonesian partner to
set up a university in Jakarta. Other joint collaborations are also being sought
in China, where ultimately, it is the intention of the Group to offer its diploma
programmes as pathways to courses offered by its foreign university partners.
Community Projects
Junior Journalist Programme
Junior Journalist Programme was a successful outreach programme to foster
goodwill with the secondary schools in both East and Peninsular Malaysia. Over
engths and Spread in 2002
900 students from 90 secondary schools have benefited from the two-day journalism
workshops, conducted in collaboration with the New Straits Times, Education Quarterly
and red104.8. The official signing ceremony was witnessed by Deputy Minister of
Education, YB Dato’ Hon Choon Kim on August 21.
Scholarships
SEGi is a strong supporter of Star Education Funds and the MAPCU Education Funds,
besides giving generously to the Special Education Fund for the Orphans, the Abused
Children and the Disabled of Lions Club of Kuala Lumpur Central. It also provides
education to the underprivileged, in an effort to provide equal opportunities to people
who want to excel in life.
Student Clubs
Student Clubs formed by the students of SEGi Colleges have been actively participating
in a number of community projects. Leo Club of PRIME College and MSC International
College, for example, has been organising a number of community events with other
major service organisations to help the deaf, the blind and the disabled community. The
clubs will help to enhance the quality of college life for the students and allow them
opportunities to be involved in community services.
[ 51 ]
Calender of Events 2002
January
• MSC International College Industrial Design students bag top awards including the Grand Prize at Malaysian
Young Designers Awards 2001.
February
• Heriott Watt undergraduate degree partnership launched with PRIME USJ, offering business & finance
programmes.
• Launch of ESOS to staff
March
• Inaugural Student Forum at PRIME USJ, theme “All or Nothing: Examining Love Relationships Amongst College
Students. Special guest speaker Datin Paduka Marina Mahathir, Malaysian AIDS Council.
April
• Name officially changed to SEG International Berhad (SEGi) on 8 April 02.
May
[ 52 ]
• Napier University Edinburgh partnership launched with PRIME Colleges, offering I.T. & Multimedia programmes.
• 25th Anniversary Celebration of SEGi and Launch of SEGi logo.
• SEGi turns 25. Grand Silver Jubilee celebration dinner at The Summit Hotel USJ. VVIP: YB Dato’ Mahadzir Mohd
Khir, Setiausaha Parlimen (Parliamentary Secretary) to the Ministry of Education.
July
• MLVK vocational skills training programmes launched at PRIME, MSC, SIC.
• Engineering Draughtsman, Multimedia, Computer Systems & Front Office.
• SEG International Bhd jointly-launched the UOB-SEGi co-branded Visa Credit Card and Visa Electron (Debit)
Card
• PRIME College gives two vocational scholarships to Rumah HOPE
• Together with the Lions Club of Kuala Lumpur Central, PRIME College hosted a special seminar for orphans from
a number of orphanages in the Klang Valley to give them an idea of the education and vocational opportunities
available to them after SPM.
• Institut Makmur Klang was officially changed to Institut Systematic Klang. Pusat Makmur was subsequently set
up to provide tuition to secondary school students
August
• Summit International College organised Early Childhood Education Fair & Exhibition at The Summit USJ.
• Launch of Junior Journalist Programme at PRIME College USJ by Deputy Minister of Education, Dato’ Hon
Choon Kim. Other partners include the New Straits Times, Education Quarterly and red104.9.
• The Early Childhood Education Fair was officiated by Deputy Menteri Besar of Selangor, Dato’ Dr Zainal Abidin
bin Ahmad. Summit International College entered into the Malaysia Book of Records for being the ‘Biggest Jalur
Gemilang made from (drinking) Straws’. Book by Summit International College, Parenting & Nation-Building: A
Malaysian Legacy was launched during the fair.
• Memorandum of Agreement with University of the Sunshine Coast was signed, and two new postgraduate
programmes, namely Master of Business Administration and Master of Financial Planning, were officially
launched.
September
• Junior Journalist Programme seminars conducted at PRIME USJ & Systematic Penang.
• Junior Journalist Programme workshops conducted in Klang Valley, Northern Region (Penang) and Southern
Region (Johor Baru)
• The Serian training centre known as Systematic Training Centre was incorporated on 24 September 2002
October
• Charity Carnival at PRIME successfully organised by MLVK students for Rumah Solehah & Montfort Boys Town.
• The Nursing Conversion Programme with Edith Cowan University was signed and officially launched
• Systematic Secretarial Centre offered 10 scholarships to orphans/ underprivileged girls to pursue a course in
keyboarding to secure secretarial / administrative jobs.
November
• Systematic Kuching overhauled & given facelift, renovations cost RM1mil.
• Graduation Ceremony of University of Abertay Dundee
• SEGi President, Patrick Teoh awarded honorary doctorate by the University of Abertay Dundee
• RM1 billion Collateralised loan obligations (CLOs) launched by Affin Bank Bhd., where SEGi was offered a loan of
RM40 million.
• Third Convocation Ceremony of the MSC International College and Summit International College was graced by
YAM Tengku Putri Nor Zehan binti Almarhum Sultan Salahuddin Abdul Aziz Shah
December
• James Cook University partnership launched with SEGi, offering undergraduate business programmes.
• Memorandum of Understanding with James Cook University, Australia officially signed
• SEGi Examinations Department awarded ISO 9001: 2000 Certification for the Provision of Education Support
[ 53 ]
Services from ABS Quality Evaluations, Inc, USA, which is accredited by ANS - RAB.
• Newly installed online support system, which uses Web-CT platform, costing RM800,000 launched to support
four fields of studies, namely marketing, business, accounting and computing.
• The new building of Systematic College Penang officially launched by Chief Minister of Penang, Tan Sri Dr Koh
Tsu Koon
MARKETING
LAW
The skillful art of persuasion and meeting needs (both real
SEGi offers future practitioners and those keen to gain insight
and created) forms the nature of work required for highly-
and overview on legal knowledge locally, regionally and
successful and exciting careers in marketing. SEGi offers the
globally, the prestigious Bachelor of Law from The University
student excellent training for this field, through a range of
of London.
courses such as Chartered Institute of Marketing (CIM) and
Diploma in Marketing, both professional qualifications. It also
ENGINEERING
provides undergraduates with renowned programmes from
Producing high achievers who complete their undergraduate
Scotland’s University of Abertay Dundee (UAD), USQ and JCU.
and graduate degrees from distinguished universities abroad,
our engineering students will testify to the wide learning
INFORMATION TECHNOLOGY
scope that SEGi exposes them to, and many have successfully
Students dedicated to improve our future with dynamic
reached their career aims.
visions of virtual reality and the digital realm must have an
At all PRIME campuses, SEGi offers’ students the Diploma
for this evolving arena through programmes in E-Technology
programme in every one of the Engineering disciplines,
and I.T., as well as pathways towards obtaining undergraduate
including Civil, Electric and Electronic (E&E), Chemical,
qualification, such as Bachelor of Business in Information
Mechatronic and Mechanical Engineering. Recommended
Technology Management
options are provided for articulation into Bachelor
excellent background of I.T. SEGi provides the edge needed
programmes by USQ.
COMPUTER STUDIES
The Group is seeing a rise in students choosing to finish their
EARLY CHILDHOOD EDUCATION
education in computer studies, and our programmes in this
Positive training is needed for childhood education specialists,
field are aimed at helping the realisation of Malaysia’s national
who oversee the holistic delivery of education to young pre-
and economic aspirations. Students can opt for a range of
school students. SEGi provides those with the interest in this
Diplomas either in Computer Studies, Computer Systems
noble field the option of doing their Montessori Diploma in
(Operations & Management) or Computer Engineering.
Early Childhood Education, with a curriculum from UK.
SEGi also offers NCC Education (UK)’s International Diploma
ART & DESIGN
in Computer Studies and for undergraduates, recommended
MSC International College, since its inception in 2000, has
options are provided to complete the Bachelor of Science
carved a niche amongst art students wanting specialised
(B.Sc) degree programmes with either Bolton Institute of
training in the fields related to art, media and design. The
Higher Learning (UK) or Napier University (Scotland).
institution has set a remarkable precedence not only by being
[ 55 ]
one of the few local art institutions offering such a wide
SECRETARIAL
range of courses, but to win highly prestigious awards at
Grooming future students for productive secretarial careers
Malaysian and regional competitions annually, prized by those
in organisations is a task borne by experienced professionals.
in the related industries.
SEGi has maintained a reputation amongst locals as both
its Secretarial and Administration Diploma and Private
For those looking for higher qualifications, MSC International
Secretaryship Course are recognised widely as preparation for
offers Diploma programmes in Advertising, Graphic Design,
efficient future secretaries, savvy about administrative and
Interior Design, Industrial Design, Video & Animation,
corporate management.
Photography, Theatre Arts, Music and Multimedia, leading
towards overseas degree options.
SEGi Education Programmes
TOURISM
DOCTOR OF BUSINESS ADMINISTRATION
The hospitality sector charts a continued growth path under
Newly introduced at SEGi is the Doctor of Business
the Malaysian Culture, Arts & Tourism Ministry, thanks to
Administration (DBA) programme by University of
the government’s integrative nation-building strategies.
Newcastle, ideal for senior managers. Offered in partnership
Likewise, career opportunities abound for those with the
with the Newcastle University’s Graduate School of Business,
innate spirit of adventure, culture and anyone wishing to
the DBA programme ties in consistently with SEGi’s mission
broaden their learning horizon about provision of services
of internationalisation, and as a means to invest in the
to tourists and visitiors. SEGi offers students the pathway to
intellectual capital of our nation, thus helping to improve the
recognised qualifications in this area, such as the Bachelor of
future intellectual, economic, social and cultural well-being
Business in Tourism Management offered by JCU.
of our people.
MASTER OF BUSINESS ADMINISTRATION
Promoting our institution’s cherished mission of lifelong
education, SEGi’s Postgraduate programmes are a boon
for mature learners, especially working adults, as they are
able to benefit from the flexibly-tailored MBA programmes
suited to their requirements, such as distance learning (with
online support), module learning and off-campus, realworld environment. The options for postgraduate studies are
provided via SEGi’s partnerships with Australia’s University
of Southern Queensland, University of The Sunshine Coast,
and UK’s Huddersfield University.
[ 56 ]
“SEGi will continue to play a very
important role as an education provider in
the country, leveraging on its 25 years of
experience in the education sector.”
“Real integrity stays
in place whether the
test is adversity or
prosperity”
Charles Swindoll
58
65
Statement of Internal Control
70
72
Financial Statements 2002
74
Group Properties
113
Analysis of Shareholdings
115
Form of Proxy
119
The Board of Directors of SEG International Bhd holds steadfast in its view that proper corporate governance is necessary to direct
and manage the business of the Company and Group towards enhancing business prosperity and corporate accountability with the
ultimate aim of safeguarding the interest of all stakeholders and enhancing shareholders’ value.
Towards this end, the Company is pleased to announce that it has complied with the Best Practices as set out in Part 2 of the Code
and the ensuing paragraphs clarify how the Company has applied the Principles as set out in Part 1 of the Code.
PRINCIPLE A – BOARD OF DIRECTORS
Constitution of the Board and Board Balance
The Board, led by a Non-Executive Chairman has nine (9) members and one (1) alternate director, comprising three (3) Executive
Directors and six (6) Non-Executive Directors, of whom three (3) are independent. The number of independent directors is in
compliance with the Listing Requirements of the Kuala Lumpur Stock Exchange, which requires one third of the Board to comprise
of independent directors. The Board’s composition represents a mix of knowledge, skills and expertise to effectively discharge its
stewardship responsibilities in spearheading the Group’s growth and future direction.
The role of the Chairman and Chief Executive Officer are distinct and separate with responsibilities clearly drawn out to ensure a
balance of power and authority. Generally, the Executive Directors are responsible for making and implementing operational and
[ 58 ]
corporate decisions. Non-Executive Directors play key supporting roles, contributing their knowledge and experience towards the
formulation of policies and in the decision-making process. Where a potential conflict of interest may arise, it is mandatory practice
for the director concerned to declare his interest and abstain from the decision-making process.
The Board meets at least four times a year with additional meetings convened when decisions on urgent matters are required
between scheduled meetings. For the financial year ended 31 December 2002, the Board met six (6) times to monitor and control
the development of the Group. A summary of attendance to each of the board meetings is set out below:
Name of Directors
22.2.02
3.4.02
22.5.02
27.8.02
1.11.02
29.11.02
Senator Tan Seri Dato’ Seri (Dr) Abdullah Bin Ayub
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
Kee Lian Yong
√
√
√
√
√
√
Dato’ Seri Megat Najmuddin Bin Datuk Seri Dr Haji Megat
Khas
x
√
√
√
√
x
√
√
√
√
√
√
√
√
√
√
√
√
Tan Sri Dato’ (Dr) Abdullah Bin Mohd Salleh
(resigned on 27.8.02)
√
√
√
√
N/A
N/A
Dato’ Shamsir Bin Omar (resigned on 27.8.02)
√
√
x
√
N/A
N/A
Name of Directors (Continued)
22.2.02
3.4.02
22.5.02
27.8.02
1.11.02
29.11.02
N/A
N/A
N/A
N/A
√
√
N/A
N/A
N/A
N/A
√
√
Tuan Haji Mohd Razi bin Yaacob (alternate director to YB
Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub)
√
√
x
√
√
√
Kee E-Lene (alternate director to Dato’ Seri Megat Najmuddin
Bin Datuk Seri Dr Haji Megat Khas) (resigned 10.5.02)
x
x
N/A
N/A
N/A
N/A
Dato’ Pahamin A. Rajab (appointed on 27.8.02)
Datin Fadzilah Bte Saad (appointed on 27.8.02)
Access to Information
Board meetings are structured with a pre-set agenda where all Directors are furnished with a set of Board papers issued in sufficient
time to facilitate informed decision-making. In discharging their duties effectively, the Board has unrestricted access to all information
pertaining to the Group’s affairs and the services of the Company Secretary, whether as a full Board or in their individual capacity.
If necessary, the Directors can seek external independent advice on specialised issues at the Company’s expense to enable them to
discharge their duties with full knowledge of the cause and effect.
Board Committees
The Board has delegated specific responsibilities to five (5) committees, which operate within approved terms of reference, to assist in
the effective discharge of its principal responsibilities. Notwithstanding the above, the ultimate responsibility for the final decision
lies with the full Board. These committees are:
•
Audit Committee
The terms of reference and further information on the Audit Committee are outlined in the ensuing pages.
[ 59 ]
•
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 Executive Directors. The Executive Directors
do not participate in decisions relating to their remuneration. The Board as a whole determines the remuneration of NonExecutive Directors including the Non-Executive Chairman with the Director concerned abstaining from participating in
decisions in respect of his individual remuneration.
The Remuneration Committee comprises the following members:
-
Chairman, Non-Independent / Non-Executive Director
-
Member, Non-Independent / Executive Director
-
Member, Independent / Non-Executive Director
During the financial year ended 31 December 2002, the Remuneration Committee had one meeting which was attended by
all members.
•
Nominating Committee
The Nominating Committee, comprising wholly of Non-Executive Directors, recommends candidates with an optimal mix of
qualifications, skills and experience to the Board. The Nominating Committee will also evaluate annually, 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 members of the Nominating Committee comprises of:
-
-
-
During the financial year ended 31 December 2002, the Nominating Committee had two meetings which was attended by all
members.
•
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:
Senator Tan Sri Dato Seri (Dr) Abdullah bin Ayub
-
-
Member, President / Executive Director
-
Member, Chief Executive Officer / Executive Director
Kee Lian Yong
-
Member, Executive Director
-
Member, Non-Independent / Non-Executive Director
(Appointed on 27 August 2002 to replace
Tan Sri Dato’ (Dr) Abdullah bin Mohd Salleh)
[ 60 ]
During the financial year ended 31 December 2002, the Executive Committee had four meetings duly convened.
Re-election
All Directors will retire at regular intervals by rotation once at least every three years and they shall be eligible for re-election.
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:
Executive Directors
Non-Executive
Directors
Salary
Bonus
Fee
Meeting
Allowances
Benefitsin-kind
Fixed
Allowances
Statutory
Contribution
Others
336,000
78,000
-
-
18,600
-
33,120
-
-
-
190,000
-
-
-
-
-
2.
The number of Directors whose total remuneration fall within the following bands:
Number of Directors
Range of Remuneration
Executive
Non-Executive
Below RM50,000
1
5
RM50,001 to RM100,000
1
1
RM350,001 to RM400,000
1
-
PRINCIPLE C – SHAREHOLDERS
Relationship with Shareholders and Investors
The Group recognises the importance of establishing a direct line of communication with shareholders and investors through timely
dissemination of information on the Group’s performance and major developments via appropriate channels of communication.
Dissemination of information includes the convening of Annual General Meetings (“AGM”) and Extraordinary General Meetings
(“EGM”), distribution of Annual Reports and relevant circulars, issuance of press releases and press conferences. The financial
performance of the Group is communicated to the public via its quarterly report to the Kuala Lumpur Stock Exchange (KLSE).
To further enhance the transparency and communication with the shareholders and all concerned, the Company set up an internet
portal at www.segi.edu.my for timely dissemination of business related information for the benefit of all interested parties.
[ 61 ]
Shareholders and members of the public are also invited to access the KLSE website at www.announcements.klse.com.my to obtain
the latest information of the Group.
The Board has appointed 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 KLSE and through public announcements. The Audit Committee assists the Board in reviewing the
information disclosed to ensure accuracy and adequacy.
Internal Control
The Board maintains a sound system of internal control to safeguard shareholders’ investments and the Company’s assets. In this
respect, the Company has effected several systems of internal control covering financial, operational and compliance controls to
provide reasonable assurance on the reliability of the financial statements. Some of the systems have been in place over the years
and will continue to be reviewed, added on or updated in line with changes in the operating environment. The Board seeks regular
assurance on the continuity and effectiveness of the internal control system through independent appraisals by the internal and
external auditors.
In recognising the importance of incorporating risk management in its system of internal controls, the Board is guided by the fact
that risks cannot be eliminated but effectively managed to a level that is acceptable to the Board and the Management. In this
respect, the following collaborative endeavours have been adopted to manage its risk exposure:
•
An independent professional advisor was appointed to assist in the implementation of an Enterprise Risk Management
(“ERM”) framework to systematically identify the principal / significant risks that may impact on the Company’s ability to
achieve its objectives and to implement appropriate controls to manage these risks;
•
[ 62 ]
Developed an on-going process to identify, evaluate and manage significant risks that may impact on the Company’s ability
to achieve its objectives. These processes are embodied in the Risk Management Policy that was formally endorsed by the
Board on 10 October 2001. Essentially, the Risk Management Policy identifies the significant risks and the strategies to
manage these risks.
The purpose of the Risk Management Policy is to assist in:
1.
Maintaining integrity and confidence among shareholders and the public;
2.
Strengthening the Group’s competitive strategic and operational efficiency to increase long term shareholders’ value;
3.
Minimising unexpected adverse impact to earnings and returns to shareholders; and
4.
Safeguarding the assets and resources within the Group.
Relationship with Auditors
The Board, through the establishment of the Audit Committee maintains a formal and transparent arrangement with the Company’s
external auditors.
OTHER INFORMATION REQUIRED BY THE LISTING REQUIREMENTS OF THE KLSE
Options, Warrants or Convertible Securities
There was a total of 2.7 million options offered to the employees of the Group on 5 February 2002 at an exercise price of RM1.40
per ordinary share. For the year ended 31 December 2002, a total of 5,000 options shares were exercised.
Non-audit Fees
There were no non-audit fees paid to the Company’s external auditors during the financial year.
Material Contracts
Material contracts entered into by the Company and its subsidiary companies which involve directors’ and major shareholders’
interests still subsisting at the end of the financial year ended 31 December 2002 or entered into since the end of the previous
financial year comprise of the following:1.
(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.
Tenancy Agreement entered into between Superior Element Sdn Bhd, a subsidiary of the Company and ZKP Development
(iii) Tenancy Agreement entered into between Summit Multimedia Sdn Bhd, a subsidiary of the Company and MDSB on 4
Sdn Bhd (“ZKP”), a subsidiary of Meda Inc. Berhad (“MIB”) on 3 May 2002 for the rental of the Ground Floor, The
[ 63 ]
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.
(iv)
Summit Bukit Mertajam Plaza and Level 8 & 9 of Wisma Summit, Bukit Mertajam Plaza for the operation of providing
educational programmes. The total monthly rental inclusive of service charges of RM22,271 are at negotiated rates,
taking into account prevailing market terms
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 MIB,
the holding company of MDSB and therefore is deemed interested in the aforesaid contracts. Kee Lian Yong is also a director and
a shareholder of MIB.
2.
i)
Profit Guarantee and Stakeholder’s Agreement dated 12 April 2002 entered between the Company, KEB (“Guarantor”)
and Amtrustee Berhad (formerly known as Arab-Malaysian Trustee 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)
Settlement Agreement entered into between the Company, KEB and Datin Mah Ming Yuet and Kee Shih-Lene dated
15 April 2002 in relation to the anticipated shortfall of the guaranteed profits amounting to RM3.25 million in the
financial year ended 31 December 2001 in accordance with the Profit Guarantee Agreement dated 22 October 1999
and the Supplemental Agreement dated 17 October 2000.
iii)
Second Supplemental Agreement dated 27 February 2003 entered into by the Company, KEB 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 2006.
KEB, Datin Mah Ming Yuet and Kee Shih-Lene are substantial shareholders of the Company. Dr Patrick Teoh Seng Foo and
Kee Lian Yong are also directors of KEB.
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 or loss and cashflows for the period
then ended. In preparing the financial statements, the Directors have ensured that applicable approved accounting standards in
Malaysia and the provisions 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.
[ 64 ]
“We believe that the market for continuing
education for working adults in Malaysia will
continue to expand, and SEGi is creating a
niche to enjoy a bigger market share.”
Membership
The present membership of the Committee comprises of:
-
Chairman, Independent/Non-Executive Director
-
Member, Non-independent/Non-Executive Director
-
Member, Independent/Non-Executive Director
Terms of reference
The Audit Committee (“the Committee”) is governed by the terms of reference that was formally endorsed by the Board on 11 May
2001. The terms of reference is set out in the ensuing pages.
Meetings
The Audit Committee convened six (6) meetings for the financial year ended 31 December 2002. The meetings were appropriately
structured through the use of agendas, which were distributed to members with sufficient notification.
The Company Secretary was present in all the meetings. Representatives of the external auditors, Messrs KPMG, the Head of
Internal Audit and the Financial Controller also attended the meetings upon invitation.
Name of Directors
22.2.02
1.4.02
20.5.02
22.8.02
31.10.02
26.11.02
√
√
√
√
√
√
√
√
√
√
√
√
Dato’ Shamsir bin Omar
(resigned on 27.8.02)
√
√
√
√
N/A
N/A
(appointed on 27.8.02)
N/A
N/A
N/A
N/A
√
√
[ 65 ]
Summary of activities during the financial year
The Audit Committee carried out the following duties in accordance with its terms of reference:
•
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
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 internal audit department’s resource requirements, programmes and plan for the financial year under
review.
•
Reviewed the internal audit reports, which highlighted the audit issues, recommendations and management’s response.
Members of the Audit Committee were briefed on pertinent audit issues through the circulation of the Summary of Pertinent
Issues, which forms an integral part of the agenda papers. The Audit Committee also discussed the management actions
taken to improve the system of internal control based on improvement opportunities identified in the internal audit
reports.
•
Recommended to the Board improvement opportunities in internal control, procedures and risk management. The committee,
had in September 2001, initiated a comprehensive risk management programme, assisted by the internal audit department
and the external advisors.
•
Reviewed the audited financial statements of the Company prior to submission to the Board for their consideration and
approval. The review was to ensure that the audited financial statements were drawn up in accordance with the provisions
of the Companies Act, 1965 and the applicable approved accounting standards issued by the MASB.
•
Reviewed the Company’s compliance in particular the quarterly and year-end financial statements with the Listing
Requirements of the KLSE, MASB and other relevant legal and regulatory requirements.
•
Reviewed pertinent issues of the Group which had a significant impact on the results of the Group which included
enhancement and further investment in existing products and services offered, cost rationalisation measures, reorganisation
of business units and human resource development.
•
Reviewed the quarterly unaudited financial results announcements before recommending them for the Board’s approval.
The review and discussions were conducted with the Financial Controller.
•
Reviewed related party transactions entered into by the Group.
•
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 KLSE 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.
[ 66 ]
Internal Audit Function
The internal audit department is independent of the activities or operations of other operating units. The principal role of
the department is to undertake independent regular and systematic reviews of the systems of internal control so as to provide
reasonable assurance that such systems continue to operate satisfactorily and effectively. It is the responsibility of the internal
audit department to provide the Audit Committee with independent and objective review that reports on the state of internal
control of the various operating units within the Group and the extent of compliance with the Group’s established policies and
procedures as well as the relevant statutory requirements.
TERMS OF REFERENCE OF THE AUDIT COMMITTEE
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:
(a)
to oversee the conduct of the Company’s business and to ensure proper management thereof.
(b)
to identify principal risks and ensure the implementation of appropriate systems to manage such risks.
Composition
The Audit Committee shall be appointed by the Directors from among their number (pursuant to a resolution of the Board of
Directors) and the appointment must fulfil the following requirements:
(a)
the audit committee must be composed of no fewer than 3 members;
(b)
a majority of the audit committee must be independent directors; and
(c)
at least one member of the audit committee:
i)
must be a member of the Malaysian Institute of Accountants; or
ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience
and - he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act, 1967; or he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants
Act, 1967.
The Company must ensure that no alternate director is appointed as a member of the Audit Committee.
The members of the Audit Committee shall elect a Chairman from among their number who shall be an independent director.
In the event of any vacancy in the Audit Committee resulting in the non-compliance of item (a) to (c) above, the vacancy must
be filled within 3 months of that event.
The Board of Directors must review the term of office and performance of the Audit Committee and each of its members at least
[ 67 ]
once every 3 years to determine whether the Audit Committee and its members have carried out their duties in accordance with
the terms of reference.
Functions
The functions of the Audit Committee are as follows:
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 investigation
undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
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;
•
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)
any letter of resignation from the external auditors of the Company; and
x)
whether there is reason (supported by grounds) to believe that the Company’s external auditors are not suitable for
re-appointment; and
[ 68 ]
b)
recommend the nomination of a person or persons as external auditors.
Rights of the Audit Committee
The Audit Committee shall, wherever necessary and reasonable for the Company to perform all of its duties, in accordance with a
procedure to be determined by the Board of Directors and at the cost of the Company:
(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 (if any);
(e)
be able to obtain independent professional or other advice; and
(f)
be able to convene meetings with the external auditors, excluding the attendance of the executive members of the
Company, whenever deemed necessary.
Meetings
The Audit Committee shall meet at least 4 times with authority to conduct such additional meetings as the Chairman shall decide
in order to fulfil its duties. However, at least once a year the Audit Committee shall meet with the external auditors without
executive Board members present.
In addition, the Chairman may call a meeting of the Audit Committee if a request is made by any committee member, the Company’s
Chief Executive, or the internal or external auditors.
The Company Secretary or other appropriate senior official shall act as secretary of the Audit Committee and shall be responsible,
in consultation with the Chairman, 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.
A quorum shall consist of a majority of independent directors.
When invited by the Audit Committee, the Company must ensure that the invited directors and employees attend any particular
audit committee meeting as specified by the committee.
[ 69 ]
Statement on Internal Control
Paragraph 15.27(b) of the Listing Requirements of the Kuala Lumpur Stock Exchange requires the Board of a listed issuer to include
in its annual report a “statement about the state of internal control of the listed issuer as a group”. The Board of SEGi recognises
its responsibility to ensure that an effective system of internal control, covering its financial and operating activities, is effectively
maintained to safeguard the shareholders’ investments and the Group’s assets. Towards this end, the Board is pleased to provide
the following statement with respect to the state, nature and scope of the internal control of the Group during the year.
Board responsibilities
The Board is ultimately responsible for the Group’s system of internal control and in this respect, has effected several aspects
of internal control covering financial and operational controls, compliance controls as well as risk management. In addition to
setting the control environment for the organisation, the Board also reviews the adequacy and integrity of the aforesaid system.
Notwithstanding this, due to the inherent limitations of any system of internal control, it must be emphasised that the system
of internal control is designed to manage, rather than to eliminate the risks of any failure to achieve the corporate objectives of
the Group. The system of internal control therefore only provides reasonable assurance, rather than absolute assurance, against
material misstatement or loss.
The Board confirms that there is an underlying and ongoing process to identify, evaluate and mitigate significant risks faced by
the Group. To this end, the Board has engaged the assistance of professional advisors to develop and train in-house personnel on
Enterprise Risk Management with the view of developing the risk profile of the Group.
[ 70 ]
Enterprise Risk Management Framework
The Board with the assistance of the Internal Audit Department and professional advisors, have reviewed the existing risk management
process of an identified business entity within the Group with the aim of formalising the risk framework and profile. The Board
confirms that this will be an on-going process throughout the year with the aim of creating awareness among management and
supervisory staff in identifying and evaluating the risks associated with all the business entities within the Group.
The formalisation of the Enterprise Risk Management framework includes the following:
•
Workshop and interviews as well as risk awareness briefings were conducted with directors and operation managers/executives
from a major business entity of the Group. A database of all risks and controls has been created and assessed. A register
of risks has also been compiled to document its risk profile.
•
The nomination of key personnel from each business entity of the Group to implement action plans in addressing risk and
control issues.
•
The endorsement by the Board of the consolidated risk profile and the action plans of the Group after the review and
recommendation from the Audit Committee. The Board wishes to highlight that a Group-wide risk assessment exercise will
be carried out to formalise a consolidated risk profile for the Group in the next financial year through internal workshops
which are similar to those conducted by professional advisors earlier.
•
The internal audit department reports to the Audit Committee every quarterly with regards to the adequacy and integrity
of the Group’s system of internal control and measures taken by management to address all significant risk and control
issues. The process of identifying, evaluating and mitigating risks are embodied in the Risk Management Policy that was
formally endorsed by the Board on 10 October 2001.
Internal Audit Function
In accordance to the Code, Part 2-Best Practice Provision BB VII &VIII, the Board has established an internal audit function,
which is independent of its operation with adequate staff to provide constant review regarding the adequacy and integrity of its
system of internal control.
The internal audit function adopts a risk-based audit approach in the review of the internal control activities of the respective
business entities of the Group. This is reported to the Audit Committee on a quarterly basis. In this respect, the internal audit
function reviews the Group’s activities based on an approved audit plan presented to the Audit Committee. The audit plan is
developed based on the risk profile of the business entities of the Group in accordance to the risk policy as approved by the Board.
The Audit Committee reviews the risk monitoring and compliance procedures to ensure that they obtain the necessary level of
assurance with respect to the adequacy of the internal controls as required by the Board. The Audit Committee presents its findings
to the Board accordingly.
[ 71 ]
��
REVENUE
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PRE-TAX PROFITS
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SHAREHOLDERS’
FUNDS
[ 72 ]
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TOTAL ASSETS
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Financial Statements
for the year ended
31 December 2002
Directors’ report for the year ended 31 December 2002
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for
the year ended 31 December 2002.
Principal activities
The principal activities of the Company comprise investment holding and the provision of management consultancy services and
business advisory services. The principal activities of its subsidiary companies are described in Note 27 to the financial statements.
There has been no significant change in the nature of the activities of the Company and its subsidiaries during the financial year.
Results
Net profit for the year
Group
Company
RM’000
RM’000
5,104
3,775
====
====
Reserves and provisions
There were no material transfers to or from reserves and provisions during the year except as disclosed in the financial
statements.
Dividends
[ 74 ]
Since the end of the previous financial year, the Company made the payment of a first and final dividend of 6 sen per share less tax
at 28% totalling RM3,418,319 in respect of the year ended 31 December 2001 on 30 July 2002.
The Directors recommend the payment of a final dividend of 7 sen per share less tax at 28% totalling RM3,988,291 in respect of the
year ended 31 December 2002 based on the issued and paid-up capital of 79,132,755 ordinary shares of RM1.00 each.
Directors of the Company
Directors who served since the date of the last report are:
Director
Alternate
Hj. Mohd Razi bin Yaacob
Clement Hii Chii Kok @ Hii Chee Kok
Kee Lian Yong
Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas
Dato’ Pahamin A. Rajab (appointed on 27.8.2002)
Datin Fadzilah bte Saad (appointed on 27.8.2002)
Tan Sri Dato’ (Dr) Abdullah bin Mohd Salleh (resigned on 27.8.2002)
Dato’ Shamsir bin Omar (resigned on 27.8.2002)
Kee E-Lene (resigned on 10.5.2002)
The Directors holding office at the end of the financial year who had beneficial interest in the ordinary shares of the Company and
of its related corporations during the financial year ended 31 December 2002, as recorded in the Register of Directors’ Shareholdings
kept by the Company under Section 134 of the Companies Act, 1965, are as follows:
Number of ordinary shares of RM1.00 each
Balance at
1.1.2002/
Name
Balance at
Date of appointment
Bought
Sold
31.12.2002
11,200
-
-
11,200
556,000
50,000
-
606,000
101,297
-
101,000
297
Direct interest:
Senator Tan Sri Dato’ Seri
(Dr) Abdullah bin Ayub
Dato’ Seri Megat Najmuddin
bin Datuk Seri Dr Haji Megat Khas
Indirect interest:
Senator Tan Sri Dato’ Seri
(Dr) Abdullah bin Ayub
-
50,000
19,287,478+
-
-
24,755,025#
Hj. Mohd Razi bin Yaacob
15,276,865
-
50,000
15,226,865^
15,226,865
-
-
15,226,865^
Datin Fadzilah bte Saad
15,226,865
-
-
15,226,865^
#Deemed interest held through Kumpulan Emas Berhad
+Deemed interest held through Koperasi Pegawai-Pegawai Melayu Malaysia Berhad and Ladang MOCCIS Sdn. Bhd.
^Deemed interest held through Koperasi Pegawai-Pegawai Melayu Malaysia Berhad
By virtue of their interests in the shares of the Company, the above Directors are also deemed to have interests in the shares of all
its subsidiaries to the extent the Company has an interest.
None of the other Directors holding office at 31 December 2002 had any interest in the ordinary shares of the Company and of its
related corporations during the year.
Directors’ benefits
Dr Patrick Teoh Seng Foo has interest in companies which traded with certain companies in the Group in the ordinary course of
business either as landlord of office space or provider of services.
Other than the above, since the end of the previous financial year, no Director of the Company has received or become entitled
to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by
Directors as shown in the financial statements or the fixed salary of a full time employee of the Company or of related companies/
corporations) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the
Director is a member, or with a company in which the Director has a substantial financial interest.
There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the Company
to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate, other than
as stated in this report.
19,337,478
24,755,025
[ 75 ]
Directors’ report for the year ended 31 December 2002
(Continued)
Issue of shares
During the financial year, the Company issued 5,000 new ordinary shares of RM1.00 each under the Employees’ Share Option Scheme
(“ESOS”), at the option price of RM1.40 per share.
Options granted over unissued shares and debentures
No options were granted to any person to take up unissued shares or debentures of the Company during the year apart from the
issue of options pursuant to the Employees Shares Option Scheme (“ESOS”).
At an extraordinary general meeting held on 15 November 2001, the Company’s shareholders approved the establishment of an
ESOS of not more than 10% of the issued share capital of the Company at any one time at the point of granting of the options to
Executive Directors and eligible employees of the Group.
The options offered and the option price are as follows:
Number of options over ordinary shares of RM1 each
Date of
Option
Balance at
Balance at
offer
price
1.1.2002
Granted
Exercised
31.12.2002
5.2.2002
RM1.40
-
2,718,000
5,000
2,713,000
The external auditors have verified the allocation of options granted during the financial year.
The salient features of the scheme are as follows:
i)
Eligible persons are full time employees or any Executive Directors who are citizens or residents of Malaysia and employed
by a member of the Company or its subsidiaries (“SEG Group”) for a continuous period of at least one (1) year and whose
[ 76 ]
service of employment has been confirmed in writing as at the date of offer. In addition, where an employee is serving under
a fixed term of employment contract, the contract must be for a duration of at least three (3) years and whose service of
employment has been confirmed in writing.
ii)
As at the date of offer, employees must not participate or have not been offered options(s) under any other ESOS implemented
by any other member of the SEG Group which is in force for the time being.
iii)
The option is personal to the grantee and is non-assignable.
iv)
The options granted may be exercised at any time within a period of five years from the date of offer of the option or such
shorter period as may be specifically stated in the offer upon giving notice in writing.
v)
The options granted may be exercised in full or in lesser number of ordinary shares provided that the number shall be in
multiples of 1,000 shares.
iv)
The option price shall be determined at a discount of not more than 10% from the five (5)-day weighted average market
price of the Company’s ordinary shares (“SEG Shares”) immediately preceding the date of the offer of the option or at par
value of SEG Shares, whichever is higher.
Other statutory information
Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain
that:
i)
all known bad debts have been written off and adequate provision made for doubtful debts, and
ii)
all current assets have been stated at the lower of cost and net realisable value.
At the date of this report, the Directors are not aware of any circumstances:
i)
that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group
and in the Company inadequate to any substantial extent, or
ii)
that would render the value attributed to the current assets in the Group and in the Company financial statements misleading,
or
iii)
which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the
Company misleading or inappropriate, or
iv)
not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial
statements of the Group and of the Company misleading.
At the date of this report there does not exist:
any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which secures
the liabilities of any other person, or
ii)
any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.
No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable
within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially
affect the ability of the Group and of the Company to meet their obligations as and when they fall due.
In the opinion of the Directors, except as disclosed in the financial statements, the results of the operations of the Group and of the
Company for the financial year ended 31 December 2002 have not been substantially affected by any item, transaction or event of
a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial
year and the date of this report.
Auditors
The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.
Signed in accordance with a resolution of the Directors:
Date: 25 April 2003
i)
[ 77 ]
Statement by Directors pursuant to
Section 169(15) of the Companies Act, 1965
In the opinion of the Directors, the financial statements set out on pages 80 to 112, are drawn up in accordance with applicable
approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company
at 31 December 2002 and of the results of their operations and cash flows for the year ended on that date.
Signed in accordance with a resolution of the Directors:
Date: 25 April 2003
[ 78 ]
Statutory Declaration pursuant to Section 169(16) of the Companies Act, 1965
I, Kee Lian Yong, the Director primarily responsible for the financial management of SEG International Bhd., do solemnly and sincerely
declare that the financial statements set out on pages 80 to 112 are, to the best of my knowledge and belief, correct and I make
this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations
Act, 1960.
Subscribed and solemnly declared by the abovenamed in Subang Jaya, Selangor on 25 April 2003.
Kee Lian Yong
Before me:
Choy Yee Cheong (P.P.N.) No.B083
Commissioner for Oaths
Report of the auditors to the members of SEG International Bhd.
We have audited the financial statements set out on pages 80 to112. The preparation of the financial statements is the responsibility
of the Company’s Directors. Our responsibility is to express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with approved Standards on Auditing in Malaysia. These standards require that we plan and
perform the audit to obtain all the information and explanations which we consider necessary to provide us with evidence to give
reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence relevant to the amounts and disclosures in the financial statements. An audit also includes an assessment of the accounting
principles used and significant estimates made by the Directors as well as evaluating the overall adequacy of the presentation of
information in the financial statements. We believe our audit provides a reasonable basis for our opinion.
In our opinion:
(a)
the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable
approved accounting standards in Malaysia so as to give a true and fair view of:
i)
the state of affairs of the Group and of the Company at 31 December 2002 and the results of their operations and cash
flows for the year ended on that date; and
ii)
the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the
Group and of the Company; and
the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the Company and the
subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the said Act.
The subsidiaries in respect of which we have not acted as auditors are identified in Note 27 to the financial statements and we have
considered their financial statements and the auditors’ reports thereon.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements
are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we
have received satisfactory information and explanations required by us for those purposes.
The audit reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any
comment made under subsection (3) of Section 174 of the Act.
KPMG
Firm Number: AF 0758
Chartered Accountants
Hew Lee Lam Sang
Partner
Approval Number: 1862/10/03(J)
Kuala Lumpur,
Date: 25 April 2003
(b)
[ 79 ]
Balance sheets at 31 December 2002
Group
Note
Company
2002
2001
2002
2001
RM’000
RM’000
RM’000
RM’000
Property, plant and equipment
2
112,552
108,872
35,447
35,451
Investment in subsidiaries
3
-
-
71,820
71,645
Investment in associates
4
3,587
3,600
-
-
Other investments
5
7,013
57
4,000
-
Intangible assets
6
32,546
34,831
-
-
_______
_______
_______
_______
155,698
147,360
111,267
107,096
236
302
-
-
Current assets
Inventories
7
Trade and other receivables
8
34,210
15,383
37,663
10,921
Cash and cash equivalents
9
20,691
5,785
9,304
576
55,137
21,470
46,967
11,497
17,902
15,171
2,309
3,083
Current liabilities
[ 80 ]
Other payables
10
Borrowings
11
Taxation
Net current assets /(liabilities)
7,767
9,318
117
108
5,247
4,212
247
317
30,916
28,701
2,673
3,508
24,221
(7,231)
44,294
7,989
_______
_______
_______
_______
179,919
140,129
155,561
115,085
======
======
======
======
79,133
79,128
79,133
79,128
Financed by:
Capital and reserves
Share capital
12
Reserves
13
Minority shareholders’ interests
41,433
39,745
35,488
35,129
________
________
_______
_______
120,566
118,873
114,621
114,257
14
3,152
1,087
-
-
11
54,048
19,075
40,329
380
Long term and deferred liabilities
Borrowings
Deferred taxation
2,153
1,094
611
448
56,201
20,169
40,940
828
_______
_______
_______
_______
179,919
140,129
155,561
115,085
======
======
======
======
The financial statements were approved and authorised for issue by the Board of Directors on 25 April 2003.
The notes set out on pages 86 to 112 form an integral part of, and, should be read in conjunction with, these financial
statements.
Income statements for the year ended 31 December 2002
Group
Note
Revenue - services
Cost of services
Gross profit
Distribution costs
Company
2002
2001
2002
2001
RM’000
RM’000
RM’000
RM’000
80,580
55,910
5,109
4,842
(26,274)
(23,472)
(1,889)
(2,251)
______
______
_____
_____
54,306
32,438
3,220
2,591
(3,254)
(4,128)
(328)
(223)
Administration expenses
(27,792)
(11,990)
(2,149)
(1,792)
Other operating expenses
(10,162)
(10,789)
(1,965)
(1,505)
Other operating income
- Exceptional item
15
- Others
-
3,250
-
-
3,086
4,018
6,604
6,568
______
______
_____
_____
Operating profit
16
16,184
12,799
5,382
5,639
Financing costs
18
(3,507)
(1,732)
(191)
(43)
Interest income
Share of loss of associate
Tax expense
19
Profit after taxation
Less: Minority interests
Basic earnings per ordinary share (sen)
20
Dividends per ordinary share – (sen)
21
118
782
283
(18)
-
-
______
______
______
______
12,746
11,167
5,973
5,879
(6,026)
(3,297)
(2,198)
(1,701)
______
______
______
______
6,720
7,870
3,775
4,178
(1,616)
(649)
-
-
______
______
______
______
5,104
7,221
3,775
4,178
=====
=====
=====
=====
6.45
9.46
=====
=====
7
6
=====
=====
statements.
Profit before tax
82
(13)
[ 81 ]
Statement of changes in equity for the year
ended 31 December 2002
NonDistributable
Distributable
Share
Share
Revaluation
Retained
capital
premium
reserve
profits
Total
Group
RM’000
RM’000
RM’000
RM’000
RM’000
At 1 January 2001
19,000
543
2,992
12,446
34,981
-
-
-
7,221
7,221
Note
Bonus issue
7,600
(543)
-
(7,057)
-
Issue of shares for acquisitions
52,528
24,827
-
-
77,355
-
-
58
(58)
-
Transfer from revaluation
reserves
Dividend - 2000 second interim
21
-
-
-
(684)
(684)
______
______
______
______
_______
At 31 December 2001
79,128
24,827
3,050
11,868
118,873
-
-
-
5,104
5,104
5
2
-
-
7
-
-
-
(3,418)
(3,418)
______
______
______
______
_______
79,133
24,829
3,050
13,554
120,566
=====
=====
=====
=====
======
Issue of shares under ESOS
Dividend
21
At 31 December 2002
[ 82 ]
Note 12
NonDistributable
Note
Share
Share
Distributable
Revaluation
Retained
capital
premium
reserve
profits
Total
Company
RM’000
RM’000
RM’000
RM’000
RM’000
At 1 January 2001
19,000
543
2,555
11,310
33,408
-
-
-
4,178
4,178
Bonus issue
7,600
(543)
-
(7,057)
-
Issue of shares for acquisitions
52,528
24,827
-
-
77,355
Transfer from revaluation
reserves
-
-
58
(58)
-
-
-
-
(684)
(684)
______
______
______
______
_______
At 31 December 2001
79,128
24,827
2,613
7,689
114,257
-
-
-
3,775
3,775
5
2
-
-
7
-
-
-
(3,418)
(3,418)
______
______
______
______
_______
79,133
24,829
2,613
8,046
114,621
=====
=====
=====
=====
======
Dividend - 2000 second interim
21
Issue of shares under ESOS
Dividend - 2001 final
At 31 December 2002
21
Note 12
statements.
Cash flow statements for the year ended 31 December 2002
Group
Company
2002
2001
2002
2001
RM’000
RM’000
RM’000
RM’000
12,746
11,167
5,973
5,879
-
2
-
-
1,284
1,220
-
-
980
-
-
-
Cash flows from operating activities
Profit before taxation and extraordinary item
Adjustments for:
Amortisation of preliminary and pre-operating expenses
Amortisation of goodwill
Amortisation of development costs
Bad debts written off
-
33
-
15
Bad debts written back
-
(43)
-
-
Depreciation
5,121
4,601
894
802
Dividend income
(2)
(2)
(6,329)
(6,380)
Interest expense
3,507
1,732
191
43
(82)
(118)
(782)
(283)
Interest income
Gain on sale of investment
(107)
-
-
(76)
(72)
-
-
Property, plant and equipment written off
333
3
103
-
16
11
-
-
Share of loss in associate
13
18
-
-
Development costs written off
40
-
-
-
______
______
______
______
23,880
18,445
50
76
66
(21)
-
-
(20,535)
(3,156)
(21,236)
(6,493)
2,735
(11,168)
(723)
2,090
______
______
______
______
6,146
4,100
(21,909)
(4,327)
Income taxes paid
(4,199)
(1,745)
(333)
(112)
Interest paid
Share of partnership loss
Operating profit before working capital changes
(Increase)/Decrease in working capital:
Inventories
Other payables
Cash generated from/(used in) operations
(3,507)
(1,732)
(191)
(43)
Interest received (operating only)
82
______
118
______
782
______
283
______
Net cash (used in)/generated from operating activities
(1,478)
-------
741
-------
(21,651)
-------
(4,199)
-------
-
Gain on disposal of property, plant and equipment
[ 83 ]
Cash flow statements for the year
ended 31 December 2002 (continued)
Group
Company
2002
2001
2002
2001
RM’000
RM’000
RM’000
RM’000
Acquisition of subsidiaries, net of cash acquired
-
(3,482)
-
-
Dividends received
-
-
-
4,594
Corporate exercise expenses
-
(1,437)
-
(1,437)
Proceeds from sale of subsidiary
-
187
-
-
Note
Cash flows from investing activities
Proceeds from disposal of property, plant and equipment
Purchase of property, plant and equipment
(i)
Purchase of subsidiaries
Development expenditure incurred
Net cash (used in)/ generated from investing activities
319
239
-
84
(8,226)
(14,734)
(843)
(1,004)
-
-
(175)
(16)
(19)
(1,259)
-
-
______
______
______
______
(7,926)
(20,486)
(1,018)
2,221
-------
-------
-------
-------
Cash flows from financing activities
Dividend paid
(3,418)
(684)
(3,418)
(684)
Payment of finance lease/hire purchase liabilities
(1,262)
(1,036)
(192)
(122)
Repayment of term loans
(4,962)
(4,534)
-
-
(6)
(6)
-
-
38,144
17,912
35,000
-
457
-
7
-
______
______
______
______
28,953
11,652
31,397
(806)
Increase in deposits pledged
Proceeds from term loans
[ 84 ]
Proceeds from issuance of shares
Net cash generated from/(used in)
financing activities
-------
-------
-------
-------
Net increase /(decrease) in cash and cash equivalents
19,549
(8,093)
8,728
(2,784)
Cash and cash equivalents at beginning of year
(1,598)
6,495
576
3,360
______
______
______
______
17,951
(1,598)
9,304
576
=====
=====
=====
=====
Cash and cash equivalents at end of year
(ii)
(i) Purchase of property, plant and equipment
During the year, the Group and the Company acquired property, plant and equipment with an aggregate cost of RM9,377,000
(2001 - RM29,605,000) and RM993,000 (2001 - RM14,542,000), respectively, of which RM1,151,000 (2001 - RM675,000) and
RM150,000 (2001 - RM1,871,000), respectively, were acquired by means of finance leases/hire purchases.
ii) Cash and cash equivalents
Cash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:
Group
Cash and bank balances
Deposits with licensed banks
Bank overdrafts
Fixed deposits pledged to banks
Company
2002
2001
2002
2001
RM’000
RM’000
RM’000
RM’000
4,991
4,718
1,290
576
15,700
1,067
8,014
-
(2,565)
(7,214)
-
-
______
_____
_____
_____
18,126
(1,429)
9,304
576
(175)
(169)
-
-
______
_____
_____
_____
17,951
(1,598)
9,304
576
=====
=====
=====
=====
[ 85 ]
statements.
Notes to the financial statements
1. Summary of significant accounting policies
The following accounting policies are adopted by the Group and the Company and are consistent with those adopted in previous
years except for the adoption of the following:
(i)
MASB 19, Events After Balance Sheet Date (Note 29) whereby the comparative figures have been restated to reflect the
impact of the non-recognition of dividends proposed after the balance sheet date.
(ii)
MASB 20, Provisions, Contingent Liabilities and Contingent Assets is applied retrospectively. There is no material impact
on the financial statements;
(iii)
MASB 23, Impairment of Assets which is applied prospectively. The restatement of comparative figures and prior year
adjustment are therefore not presented; and
(iv)
MASB 24, Financial Instruments: Disclosure and Presentation which has been adopted prospectively.
(a)
Basis of accounting
The financial statements of the Group and of the Company are prepared in compliance with applicable approved accounting
standards in Malaysia.
(b)
Basis of consolidation
Subsidiaries are those enterprises controlled by the Company. Control exists when the Company has the power, directly
or indirectly to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities.
The financial statements of subsidiaries are included in the consolidated financial statements from the date that control
effectively commences until the date that control effectively ceases. Subsidiaries are consolidated using the acquisition
method of accounting.
Under the acquisition method of accounting, the results of subsidiaries acquired or disposed of during the year are included
from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiaries’
net assets are determined and these values are reflected in the Group financial statements. The difference between the
acquisition cost and the fair values of the subsidiaries’ net assets is reflected as goodwill or reserve on consolidation as
appropriate.
[ 86 ]
Intragroup transactions and balances and the resulting unrealised profits are eliminated on consolidation. Unrealised losses
resulting from intragroup transactions are also eliminated unless cost cannot be recovered.
(c)
Associates
Associates are those enterprises in which the Group has significant influence, but not control, over the financial and
operating policies.
The consolidated financial statements include the total recognised gains and losses of associates on an equity accounted
basis from the date that significant influence effectively commences until the date that significant influence effectively
ceases.
Unrealised profits arising on transactions between the Group and its associates which are included in the carrying amount
of the related assets and liabilities are eliminated partially to the extent of the Group’s interests in the associates. Unrealised
losses on such transactions are also eliminated partially unless cost cannot be recovered.
Goodwill on acquisition is calculated based on the fair value of net assets acquired.
(d)
i) Owned assets
Property, plant and equipment except for freehold land are stated at cost less accumulated depreciation and accumulated
impairment losses.
It is the Group’s policy to state property, plant and equipment at cost.
Property, plant and equipment retired from active use and held for disposal are stated at the lower of net book value
and net realisable value.
ii) Leased assets
Leases in which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases.
Assets acquired by way of finance leases are stated at amounts equal to the lower of their fair values and the present
value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment
losses.
In calculating the present value of the minimum lease payments, the discount rate is the interest rate implicit in the
lease, if this is practicable to determine; if not, the Group’s incremental borrowing rate is used.
Property, plant and equipment financed by hire purchase agreements are capitalized at cost. The interest element of
the hire purchase instalments is charged to income statement over the period of the agreement and accounted for on
a straight line method.
(e)
Impairment
The carrying amount of the Group’s assets, other than inventories and financial assets (other than investments in subsidiaries,
associates and joint ventures), are reviewed at each balance sheet date to determine whether there is any indication of
impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised
whenever the carrying amount of an asset or the cash-generating unit to which it belongs exceeds its recoverable amount.
Impairment losses are recognised in the income statement, unless the asset is carried at a revalued amount, in which case
the impairment loss is charged to equity.
The recoverable amount is the greater of the asset’s net selling price and its value in use. In assessing value in use, estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash
inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
An impairment loss in respect of goodwill is not reversed unless the loss was caused by a specific external event of an
exceptional nature that is not expected to recur and subsequent external events have occurred that reverse the effect of
that event.
In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine
the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount
that would have determined, net of depreciation or amortisation, if no impairment loss has been recognised. The reversal
is recognised in the income statement, unless it reverses an impairment loss on a revalued asset, in which case it is taken
to equity.
iii) Assets under hire purchase
[ 87 ]
(f)
Depreciation
Freehold land and leasehold buildings under construction are not amortised. Leasehold land is amortised in equal instalments
over the period of the respective leases which range from sixty to ninety-nine years while buildings are depreciated on
a straight line basis over the shorter of 50 years or the lease period. Other fixed assets are depreciated on a straight-line
basis to write off the cost of the assets over the term of their estimated useful lives.
The principal annual rates of depreciation used are as follows:
Computer hardware and software
Motor vehicles
Plant and equipment
Furniture, fittings and office equipment
Library books and manual
20% - 25%
20%
10% - 25%
10% - 33.33%
10% - 33.33%
Capital work in progress is not depreciated until it is completed and in use in the operation.
(g)
Investments
Long term investments are stated at cost. An allowance is made when the Directors are of the view that there is a diminution
in their value which is other than temporary.
(h)
Intangible assets
Goodwill
Goodwill represents the excess of the cost of acquisition over the fair values of the net identifiable assets acquired and is
stated at cost less accumulated amortisation and accumulated impairment losses.
Goodwill is amortised from the date of initial recognition over its estimated useful life of not more than 25 years.
[ 88 ]
In respect of associates entities, the carrying amount of goodwill is included in the carrying amount of the investment in
the associate.
Development expenditure
Development expenditure consists of direct costs net of income of trial courses to develop new curriculum to be submitted
to the Ministry of Education and Lembaga Akreditasi Negara for approval and direct cost related to the development of
educational courses.
The development expenditure relating to approved courses is amortised over the shorter of the period in which the related
benefits are to be realised or 5 years.
(i)
Inventories
Inventories are valued at the lower of cost and net realisable value and are determined on a first-in-first-out basis.
(j)
Trade and other receivables are stated at cost less allowance for doubtful debts.
(k)
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments which
have an insignificant risk of changes in value. For the purpose of the cash flow statement, cash and cash equivalents are
presented net of bank overdrafts and pledged deposits.
(l)
Liabilities
Borrowings and other payables are stated at cost.
(m)
Taxation
The tax expense in the income statement represents taxation at current tax rates based on profit earned during the
year.
Deferred taxation is provided on the liability method for all timing differences except where no liability is expected to arise
in the foreseeable future and there are no indications the timing differences will reverse thereafter. Deferred tax benefits
are only recognised where there is a reasonable expectation of realisation in the near future.
(n)
Revenue
Goods sold and services rendered
The revenue of the Company comprises management fees and rental.
Revenue from course fee is recognised over the period of the course.
(o)
Dividend income
Dividend income is recognised when the right to receive payment is established.
(p)
Interest income
Interest income is recognised in the income statement as it accrues, taking into account the effective yield on the asset.
(q)
Expenses
i) Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of
the lease.
ii) Financing costs
All interest and other costs incurred in connection with borrowings are expensed as incurred. The interest component
of finance lease payments is recognised in the income statement so as to give a constant periodic rate of interest on the
outstanding liability at the end of each accounting period.
The revenue of the Group comprises tuition, lecture and examination fees received, sales of books, manuals and other
training materials and accessories and rental.
[ 89 ]
2. Property, plant and equipment
Apartments,
Furniture,
Freehold
leasehold
Computer
land and
land and
software and
buildings
buildings
RM’000
RM’000
Opening balance
17,594
37,258
9,312
Additions
2,000
-
1,343
Disposals
-
-
(34)
Write off
-
-
(23)
Transfer
-
53
-
Group
Cost/Valuation
fittings
Library
Capital
Motor
Plant and
and office
books and
work-in-
hardware
vehicles
equipment
equipment
manuals
progress
Total
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
1,475
2,240
23,657
2,155
35,649
129,340
747
6
4,897
185
199
9,377
(243)
(9)
(228)
(6)
-
(520)
(137)
-
(840)
(63)
-
(1,063)
-
-
-
-
(53)
-
_______________________________________________________________________________ ________
Closing balance
19,594
37,311
10,598
1,842
2,237
27,486
2,271
35,795
137,134
===================================================================== =======
Representing items at:
Cost
Directors’ valuation - 1993
5,893
37,181
10,598
1,842
2,237
27,486
2,271
35,795
123,303
13,701
130
-
-
-
-
-
-
13,831
_______________________________________________________________________________ ________
19,594
37,311
10,598
1,842
2,237
27,486
2,271
35,795
137,134
===================================================================== =======
[ 90 ]
Accumulated Depreciation
Opening balance
Charge for the year
Disposals
Write off
1,008
1,334
6,121
480
1,239
9,192
1,094
-
20,468
167
505
-
-
1,466
312
276
2,111
284
-
5,121
(9)
(164)
(5)
(96)
(3)
-
(277)
-
-
(23)
(34)
-
(610)
(63)
-
(730)
_______________________________________________________________________________ ________
Closing balance
1,175
1,839
7,555
594
1,510
10,597
1,312
-
24,582
===================================================================== =======
Net Book Value
At 31 December 2002
18,419
35,472
3,043
1,248
727
16,889
959
35,795
112,552
===================================================================== =======
At 31 December 2001
16,586
35,924
3,191
995
1,001
14,465
1,061
35,649
108,872
===================================================================== =======
Depreciation charge for the
year ended 31 December
2001
150
412
1,277
203
394
1,962
203
-
4,601
===================================================================== =======
2. Property, plant and equipment (continued)
Apartments,
Freehold
Company
leasehold
Furniture,
Computer
fittings
Library
Capital
land and
land and software and
Motor
and office
books and
work-in
buildings
buildings
hardware
vehicles
equipment
manuals
progress
Total
Cost/valuation
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
Opening balance
13,794
21,504
1,455
675
838
3
53
38,322
Additions
-
-
84
310
599
-
-
993
Write off
-
-
-
(137)
-
-
-
(137)
Transfer
-
53
-
-
-
-
(53)
-
_______________________________________________________________________________ ________
Closing Balance
13,794
21,557
1,539
848
1,437
3
-
39,178
===================================================================== =======
Representing items at:
Cost
3,893
21,427
1,539
848
1,437
3
-
29,147
Directors’ valuation - 1993
9,901
130
-
-
-
-
-
10,031
_______________________________________________________________________________ ________
At 31 December 2002
13,794
21,557
1,539
848
1,437
3
-
39,178
===================================================================== =======
Opening balance
836
715
1,130
65
122
3
-
2,871
Charge for the year
125
259
236
153
121
-
-
894
-
-
-
(34)
-
-
-
(34)
Write off
_______________________________________________________________________________ ________
Closing balance
961
974
1,366
184
243
3
-
3,731
===================================================================== =======
Net book value
At 31 December 2002
12,833
20,583
173
664
1,194
-
-
35,447
===================================================================== =======
At 31 December 2001
12,958
20,789
325
610
716
-
53
35,451
===================================================================== =======
Depreciation charge for the year
ended 31 December 2001
125
259
298
69
50
1
-
802
===================================================================== =======
Accumulated depreciation
[ 91 ]
i)
Revaluation
It is the Group’s policy to state property, plant and equipment at cost.
The Group’s certain freehold land and buildings are stated at Directors’ valuation based on a professional valuation on open
market basis conducted in December 1993. The surplus arising on revaluation has been taken to revaluation reserve.
In accordance with the transitional provisions issued by the Malaysian Accounting Standard Board (“MASB”) on the adoption
of International Accounting Standards (“IAS”) No. 16 (Revised) on “Property, Plant and Equipment”, the valuations of
these assets have not been updated and they continue to be stated at their existing carrying amounts less accumulated
depreciation.
The Directors are of the opinion that the current market values of the revalued properties are not less than their net book
values as at 31 December 2002.
Had the land and buildings been carried at historical cost less accumulated depreciation, the carrying amount of the
revalued assets that would have been included in the financial statements at the end of the year are as follows:
Group
Freehold land and buildings
Apartments
ii)
Company
2002
RM’000
2001
RM’000
2002
RM’000
2001
RM’000
9,575
104
_____
9,679
====
9,656
107
_____
9,763
====
6,410
104
_____
6,514
====
6,469
107
_____
6,576
====
Security
Certain freehold land and buildings are charged to banks as security for borrowings (see Note 11) granted to the Company
and subsidiaries.
[ 92 ]
iii)
Assets under hire purchase and leases
The net book value of property, plant and equipment as at the year end held under hire purchase and lease agreements
of the Group and of the Company amounted to RM3,052,000 (2001 - RM2,660,000) and RM575,000 (2001 – RM610,577)
respectively.
iv)
Capital work-in progress
The capital work-in progress consists mainly of properties in a commercial complex under development.
3. Investment in subsidiaries
Company
2002
2001
RM’000
RM’000
Unquoted shares at cost
The details of the subsidiaries are disclosed in Note 27 to the financial statements.
71,820
=====
71,645
=====
4. Investments in associates
Group
Unquoted shares
Share of post-acquisition reserves
Represented by:
Group’s share of net assets other than goodwill
2002
RM’000
2001
RM’000
3,640
(53)
______
3,587
=====
3,640
(40)
______
3,600
=====
246
259
Goodwill on acquisition
3,341
3,341
______
______
3,587
3,600
=====
=====
Amortisation of goodwill on acquisition has not commenced as the associate has not commence its operation in
property development. Amortisation will commence upon the commencement of its operations.
The associates of the Group are as follows:
Principal
Country
Ownership
Activities
Interest
2002
%
Palm Leisure Sdn. Bhd.
Malaysia
Property development
Upward Portfolio Sdn. Bhd.
Malaysia
Provision of educational
2001
%
30
30
39.45
39.45
services
5. Other investments
Group
Long term
Quoted unit trusts stock
Quoted shares – at cost
Unquoted shares - at cost
Unquoted bonds - at cost
Market value
Quoted unit trusts stock
Quoted shares
Company
2002
2001
RM’000
RM’000
2002
RM’000
2001
RM’000
35
2,970
8
4,000
_____
7,013
=====
33
24
____
57
====
4,000
_____
4,000
====
_____
=====
32
1,204
=====
32
====
====
=====
Effective
[ 93 ]
6. Intangible assets
Development
Group
Goodwill
costs
Total
Cost
Opening balance
Additions - internally developed
RM’000
32,008
______
32,008
=====
RM’000
4,895
19
(40)
______
4,874
====
RM’000
36,903
19
(40)
_______
36,882
======
2,072
1,284
______
3,356
=====
980
______
980
====
2,072
2,264
_______
4,336
======
28,652
=====
29,936
=====
3,894
====
4,895
====
32,546
======
34,831
======
2002
RM’000
====
2001
RM’000
816
5
6
388
1,586
====
Closing balance
Accumulated amortisation
Opening balance
Amortisation charge for the year
Closing balance
Net book value
At 31 December 2002
At 31 December 2001
Development expenditure is arrived at after charging:
Depreciation
Interest expenses
Rental of equipment
Rental of premises
Staff costs
[ 94 ]
7. Inventories
Inventories comprise text books and manuals.
8. Trade and other receivables
Group
2002
RM’000
Trade receivables
Other receivables
Profit guarantee receivable
Subsidiaries
20,632
13,578
______
34,210
======
2001
RM’000
889
11,244
3,250
______
15,383
=====
Company
2002
2001
RM’000
RM’000
3,155
34,508
______
37,663
=====
784
10,137
_______
10,921
=====
The amounts due from subsidiaries are unsecured, interest free and have no fixed terms of repayment except interest of 8.5%
(2001 – Nil) per annum will be charged on advances to certain subsidiaries amounting to RM18,926,000 (2001 – Nil)
Included in the Group’s other receivables are related party balances of RM2,563,000 (2001 - RM3,034,000), RM118,000 (2001
– RM302,000) and RM915,000 (2001 - RM959,000) due from the Meda Group of Companies, Tomisho Group of Companies and
Kumpulan Emas Group of Companies, respectively (refer Note 24).
9. Cash and cash equivalents
2002
RM’000
Group
2001
RM’000
Company
2002
2001
RM’000
RM’000
4,991
15,700
_____
20,691
====
4,718
1,067
_____
5,785
====
1,290
8,014
_____
9,304
====
Included in the Company’s other receivables are related party balances of RM17,000 (2001 – Nil), RM8,000 (2001 - Nil) and
RM118,000 (2001 - Nil) due from the Kumpulan Emas Group of Companies, Meda Group of Companies and Tomisho Group of
Companies, respectively (refer Note 24).
[ 95 ]
Cash and bank balances
Deposits with licensed banks
576
_____
576
====
Fixed deposits in the Group of RM175,000 (2001 - RM169,000) have been pledged to financial institutions for banking facilities
extended to certain subsidiaries in the ordinary course of business. (Note 11).
10. Other payables
Group
2002
RM’000
Other payables and accrued expenses
Subsidiaries
Amount due to a Director
17,902
______
17,902
=====
2001
RM’000
14,942
229
_____
15,171
=====
Company
2002
2001
RM’000
RM’000
1,671
638
_____
2,309
====
850
2,233
_____
3,083
====
Included in other payables and accrued expenses of Group is an amount of RM2,776,000 (2001 - RM1,502,000) which represents
fees received in advance.
Include in other payables are related party balances of RM147,000 (2001 – RM166,000) and RM819,000 (2001 – RM2,456,000)
due to the Meda Group of Companies and Kumpulan Emas Group of Companies, respectively (refer Note 24).
11. Borrowings
Group
2002
RM’000
2001
RM’000
Company
2002
2001
RM’000
RM’000
Current
Term loans
Overdrafts
- secured
- secured
- unsecured
Hire purchase and finance lease liabilities
[ 96 ]
Non-current
Long term loans
- secured
- unsecured
4,206
2,236
329
996
______
7,767
=====
1,027
6,040
1,174
1,077
______
9,318
=====
117
______
117
=====
108
_____
108
====
12,811
40,000
1,237
______
54,048
=====
18,070
1,005
______
19,075
=====
40,000
329
______
40,329
=====
380
_____
380
====
11. Borrowings (Continued)
The bank overdraft and term loan facilities of the subsidiary companies are subject to interest rates ranging from 7.4% to 8.8%
(2001 - 8.3% to 9.8%) per annum.
Terms and debts repayment schedule
Total
RM’000
Under
1 year
RM’000
1-2
years
RM’000
2-5
years
RM’000
Over 5
years
RM’000
40,000
-
-
40,000
-
17,017
4,206
5,487
6,944
380
2,236
2,236
-
-
-
329
329
-
-
-
Group
2,233
996
722
515
==============================================
Company
Unsecured term loan - fixed at 8.5% (2001 - Nil)
- fixed at 4.65% to 5.75%
40,000
-
-
40,000
-
446
117
117
212
==============================================
The secured term loans and overdraft facilities are secured by fixed charges over freehold and long term leasehold land and
buildings of the Company and subsidiaries with net book value of RM22,467,000 (2001 - RM20,698,000) and building in progress
of subsidiaries with cost of RM35,135,000 (2001 - RM35,135,000) and fixed deposits of RM175,000 (2001 - RM169,000).
Unsecured term loans
- fixed 8.5% (2001 - Nil)
Secured term loans
- variable at 8.2% to 10.4%
(2001 - 8.8%)
Secured overdrafts
(2001 - 8.3% to 9.8%)
Unsecured overdrafts
(2001 – 8.3% to 9.8%)
- fixed at 4.65% to 6.90%
[ 97 ]
11. Borrowings (Continued)
Hire purchase and lease liabilities
Hire purchase and lease liabilities are payable as follows:
Gross
2002
RM’000
Group
Less than one year
Between one and five years
Company
Less than one year
Between one and five years
[ 98 ]
Interest
2002
RM’000
Principal
2002
RM’000
Gross
2001
RM’000
Interest
2001
RM’000
Principal
2001
RM’000
1,123
(127)
996
1,480
(243)
1,237
________________________________
2,603
(370)
2,233
============================
1,225
(148)
1,077
1,235
(230)
1,005
_____________________________
2,460
(378)
2,082
==========================
145
(28)
117
408
(79)
329
________________________________
553
(107)
446
============================
135
(27)
108
473
(93)
380
_____________________________
608
(120)
488
==========================
12. Share capital
Ordinary shares of RM1.00 each
Authorised
Opening balance
Increased during the year
Closing balance
Issued and fully paid
Opening balance
Issuance of bonus shares
Issuance of shares for acquisitions of companies and buildings
Issuance of shares under ESOS
Closing balance
Group and Company
2002
2001
RM’000
RM’000
100,000
_______
100,000
======
20,000
80,000
_______
100,000
======
79,128
5
_______
79,133
======
19,000
7,600
52,528
_______
79,128
======
13. Reserves
Subject to agreement by the Inland Revenue Board, the Company has sufficient Section 108 tax credit and tax exempt income to
frank all its distributable reserves at 31 December 2002 if paid out as dividends.
14. Minority shareholders’ interests
This consists of minority shareholders’ proportion of share capital and reserves of subsidiaries, net of their share of subsidiary’s
goodwill on consolidation and amortisation of goodwill charged to the minority shareholders.
15. Exceptional item
The exceptional item in the previous year of RM3.25 million refers to the settlement sums given to Berrington Bay Corporation
Sdn Bhd and Summit Education Sdn Bhd pursuant to the shortfall of the guaranteed profits in accordance to the Profit Guarantee
Agreement dated 22 October 1999 and Supplemental Agreement dated 17 October 2000.
On 15 April 2002, Kumpulan Emas Berhad, Datin Mah Ming Yuet and Kee Shih-Lene and the Company entered into an agreement
whereby the settlement sums of RM3.25 million was to be settled solely by Datin Mah Ming Yuet and Kee Shih-Lene.
As approved by the Board of Directors, the above amount was settled by way of the transfer of equivalent amount of Meda Inc
Berhad shares on 18 April 2002, based on the weighted average share price from 19 March 2002 to 17 April 2002.
Group
2002
RM’000
2001
RM’000
1,284
1,220
Company
2002
2001
RM’000 RM’000
Operating profit arrived at after charging:
Amortisation of goodwill
-
-
Amortisation of preliminary and
-
2
-
-
Amortisation of development costs
pre-operating expenses
980
-
-
-
Audit fees
134
120
22
17
-
33
-
15
447
314
327
116
190
128
190
128
1,008
1,032
-
-
Bad debts written off
Holding company’s Directors:
- Remuneration
- Fees
Other Director’s remuneration
Property, plant and equipment written off
Depreciation
Rental expense on land and buildings
333
3
103
-
5,121
4,601
894
802
40
-
-
-
4,999
3,404
418
115
Rental of equipment
45
-
-
-
Share of partnership loss
16
11
-
-
=====
=====
=====
=====
16. Operating profit
[ 99 ]
16. Operating profit (continued)
Group
2002
RM’000
After crediting:
Bad debts written back
Gross dividends from:
- Unquoted subsidiaries
- Gain on disposal of subsidiary
Rental income on land and buildings
Dividend income
Gain on disposal of property, plant
and equipment
Liquidated ascertained damages
claim receivable
2001
RM’000
Company
2002
2001
RM’000 RM’000
-
43
-
-
1,826
2
106
1,791
2
6,329
2,229
-
6,380
2,103
-
76
72
-
-
=====
1,954
=====
=====
=====
The estimated monetary value of Directors’ benefits-in-kind of the Group and Company is RM37,400 (2001 - RM10,000) and
RM18,600 (2001 – Nil) respectively.
17. Employee information
Group
[ 100 ]
2002
RM’000
Staff costs
20,633
=====
2001
RM’000
20,116
=====
Company
2002
2001
RM’000
RM’000
1,888
=====
2,251
=====
The number of employees of the Group and of the Company (including Directors) at the end of the year was 645 (2001 - 553) and
54 (2001 - 47) respectively.
18. Financing costs
Group
Interest payable:
Term loans
Bank overdrafts
Hire purchase
Other interest
2002
RM’000
2001
RM’000
Company
2002
2001
RM’000
RM’000
2,551
712
231
13
_____
3,507
====
756
809
167
_____
1,732
====
145
35
11
_____
191
====
12
31
_____
43
====
19. Tax expense
Group
Current tax expense
- current
- prior year
Deferred tax expense
- current
- prior year
2002
RM’000
2001
RM’000
Company
2002
2001
RM’000
RM’000
4,563
404
_____
4,967
3,720
(108)
_____
3,612
2,075
(40)
_____
2,035
2,000
(155)
_____
1,845
486
573
_____
6,026
====
(315)
_____
3,297
====
(36)
199
_____
2,198
====
(144)
_____
1,701
====
The Group’s effective tax rate is higher than the prima facie tax rate as the tax charge relates to tax on profits of certain subsidiaries
which cannot be set-off against losses of other subsidiaries for tax purposes as group relief is not available.
The Company’s effective tax rate is also higher than the prima facie tax rate as certain expenses are not deductible for tax
purposes.
Group
2002
RM’000
Unutilised tax losses
Other timing differences
Deferred taxation not recognised in the financial statements arising
from the revaluation of property which are held for long term use
2001
RM’000
(10,848)
2,394
=====
(9,758)
1,918
=====
152
=====
152
=====
Subject to agreement by the Inland Revenue Board, the Group has potential deferred tax benefits not taken up in the financial
statements under the liability method in respect of the following items:
[ 101 ]
20. Earnings per ordinary share - Group
Basic earnings per share
The calculation of basic earnings per share is based on the net profit attributable to ordinary shareholders of RM5,104,000 (2001
- RM7,221,000) and the weighted number of ordinary shares of 79,132,000 (2001 – 76,327,000) in issue during the year.
Weighted average number of ordinary shares
Issued ordinary shares at beginning of the year
Effect of shares issued in April 2002
Weighted average number of ordinary shares
2002
RM’000
79,128
4
______
79,132
=====
2001
RM’000
19,000
57,327
______
76,327
=====
Diluted earnings per share
The calculation of diluted earnings per share is based on the net profit attributable to ordinary shareholders of RM5,325,000
(2001 – RM7,221,000) and the weighted average number of ordinary shares outstanding during the year of 81,619,000 (2001
– 76,327,000) calculated as follows:
Net profit attributable to ordinary shareholders (diluted)
Net profit attributable to ordinary shareholders
After tax effect of notional interest savings
Net profit attributable to ordinary shareholders (diluted)
[ 102 ]
2002
RM’000
5,104
221
______
5,325
=====
2001
RM’000
7,221
______
7,221
=====
2002
RM’000
79,132
2,487
______
81,619
=====
2001
RM’000
76,327
______
76,327
=====
Weighted average number of ordinary shares (diluted)
Weighted average number of ordinary shares as above
Effect of warrants/share options
Weighted average number of ordinary shares (diluted)
The diluted earnings per share results in increased earnings per share and are therefore not shown.
21. Dividends
Group and Company
2002
2001
RM’000
RM’000
Ordinary:
Interim paid:
Nil (2001- 5 sen per share less tax at 28%)
Final paid in respect of previous year:
6 sen per share less tax at 28% (2001 - Nil)
Proposed final:
Dividend of 7 sen per share less tax at 28% (2001- 6 sen
per share less tax at 28%)
-
(684)
(3,418)
______
(3,418)
=====
______
(684)
=====
3,988
=====
3,418
=====
22. Segmental information
The Group’s turnover and profit are derived mainly from educational activities in Malaysia and accordingly no segment reporting
is presented.
23. Contingent liabilities
Guarantees and contingencies relating to borrowings of:
Subsidiaries
- secured
- unsecured
13,897
329
______
14,226
=====
23,920
1,462
______
25,382
=====
Company
2002
2001
RM’000
RM’000
[ 103 ]
24. Related parties
Transactions with a Director
Significant transactions and balance with companies in which a Director, Dr Patrick Teoh Seng Foo and close members of his
family have interest are as follows:
Group
Company
2002
2001
2002
2001
RM’000
RM’000
RM’000
RM’000
Balances in respect of non-trade
transactions
Amount due from:
Meda Group of Companies
in respect of rental and related services
rebates, sharing of advertisement
expenses and scholarship funds
2,416
2,868
8
-
118
302
118
102
96
(1,497)
17
-
Amount due from:
Tomisho Group of Companies
in respect of rental deposit, sharing of
[ 104 ]
advertisement expenses and brought
forward intercompany balances prior
to the acquisition of the subsidiaries
Amount due from/(to):
Kumpulan Emas Group of Companies
in respect of renovations works, liquidated
ascertained damages claim sharing of
advertisement expenses and brought
forward intercompany balances prior
to the acquisition of the subsidiaries
Transactions
Kumpulan Emas Group of Companies
Liquidated ascertained damages claim
receivable
Rental of motor vehicle
Purchase of motor vehicle
-
1,954
-
-
31
-
31
-
100
-
100
-
1,753
818
-
-
386
64
386
64
Meda Group of Companies
Rental and other related charges
Tomisho Group of Companies
Rental
These transactions have been entered into in the normal course of business and have been established at negotiated rates, taking
into account prevailing market terms.
24. Related parties (continued)
Transaction with other related parties
Significant transactions and balances with other related parties are as follows:
Group
Company
2002
2001
2002
2001
RM’000
RM’000
RM’000
RM’000
Balance in respect of non-trade transactions
Amount due from:
Datin Mah Ming Yuet & Kee Shih-Lene
Settlement amount in respect of
the profit guarantee arrangement
-
3,250
-
-
-
3,250
-
-
Transactions
Datin Mah Ming Yuet & Kee Shih-Lene
Settlement amount in respect of
the profit guarantee arrangements
25. Commitment
Group
2002
2001
RM’000
RM’000
[ 105 ]
Capital commitment
Authorised and contracted for
Datin Mah Ming Yuet & Kee Shih-Lene were directors in certain subsidiaries of the Group.
-
1,800
====
====
26. Financial instruments
Financial risk management objectives and policies
Exposure to credit, interest rate and currency risk arises in the normal course of the Group and the Company’s business.
Credit risk
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.
At balance sheet date, there were no significant concentrations of credit risk. The maximum exposure to credit risk for the Group
and for the Company are represented by the carrying amount of each financial asset.
Interest rate risk
The Group borrows for operations at fixed and variable rates using its term loan and overdrafts facilities. At balance sheet date,
approximately 65% (2001 - 75%) and 100% (2001 – 100%) of the Group and of the Company borrowings, respectively, are on a
fixed rate basis.
Foreign currency risk
The Company has no receivables or payables denominated in foreign currency. Therefore, the foreign currency risk is not
significant.
Effective interest rates
In respect of interest-bearing financial liabilities, the following table indicates their effective interest rates at the balance sheet
date:
2002
2001
Effective
Effective
interest
[ 106 ]
Group
Within
1-5
After
interest
Within
1-5
After
rate
Total
1 year
years
5 years
rate
Total
1 year
years
5 years
%
RM’000
RM’000
RM’000
RM’000
%
RM’000
RM’000
RM’000
RM’000
8.2 to 10.4
17,017
4,206
12,431
380
19,097
1,027
15,525
2,545
Financial liabilities
Secured term loans
8.8
Unsecured term loans:
8.5
40,000
-
40,000
-
-
-
-
-
-
Secured overdrafts
RM fixed rate loan
7.4 to 7.9
2,236
2,236
-
-
8.3 to 9.8
6,040
6,040
-
-
Unsecured overdrafts
7.4 to 7.9
329
329
-
-
8.3 to 9.8
1,174
1,174
-
-
8.5
40,000
-
40,000
-
-
-
-
-
-
Company
Unsecured term loans
26. Financial instruments (continued)
Recognised financial instruments
The carrying amounts of the financial assets and liabilities of the Group and the Company as at 31 December approximate their
fair values except as set out below:
2002
Group
2002
2001
2001
Carrying
Fair
Carrying
Fair
amount
value
amount
value
RM’000
RM’000
RM’000
RM’000
2,970
1,204
-
-
35
32
33
32
17,017
17,017
19,097
19,097
40,000
40,000
-
-
Financial assets
Investments in quoted shares
Investments in quoted trusts stock
Secured term loans:
RM fixed rate loan
60,022
58,253
19,130
19,129
==================================
Company
RM fixed rate loan
40,000
40,000
-
-
==================================
Recognised financial instruments
The fair value of quoted shares is their quoted bid price at the balance sheet date. In respect of cash and cash equivalents,
trade and other receivables, other payables and short term borrowings, the carrying amounts approximate fair value due to the
relatively short term nature of these financial instruments.
_______________________________________
[ 107 ]
27. Subsidiaries
The principal activities of the subsidiaries in the Group, their places of incorporation and the interest of SEG International Bhd.
are as follows:
Effective interest
Name
Systematic Business Training
2002
2001
Principal Activities
100%
100%
Provision of professional,
Centre Sdn. Bhd.
Systematic Computer Centre
commercial and academic education.
100%
100%
Sdn. Bhd.
Provision of computer
training, commercial
and academic education.
100%
100%
Centre (P.J.) Sdn. Bhd.
commercial and academic
education.
100%
100%
Centre (PG) Sdn. Bhd.
[ 108 ]
education.
Systematic Management Resource
100%
100%
Centre Sdn. Bhd.
Provision of administrative and
marketing services to overseas
Education provider.
SBT Professional Publications
100%
100%
Sdn. Bhd.
Operation of a book centre, dealing
in all kinds of reading material,
information research and
related business.
Syschom Training Sdn. Bhd.
100%
100%
Investment holding
Systematic NVQ Consultants
100%
100%
Provision of management
Sdn. Bhd.
consultancy and
Investment holding
Shaw Commercial Institution
100%
100%
98.21%
98.21%
Dormant
Sdn. Bhd.
Maktab Cambridge Sdn. Bhd.
Operation of an educational
institution.
Varia Gaya Sdn. Bhd.
95%
95%
Provision of commercial
education and tuition.
Systematic Secretarial Centre
Sdn. Bhd.
75%
75%
Operation of a training centre
for education and upgrading
of secretarial skills.
27. Subsidiaries (continued)
Effective interest
Name of company
Mutu Unggul Sdn. Bhd. *
2002
2001
90%
90%
education.
Agensi Pekerjaan Job Venture
100%
100%
Sdn. Bhd (formerly known as
Provision of job placement
consultancy services.
Systematic Academic Centre
Sdn. Bhd.)
EWI-Systematic Sdn. Bhd.
100%
100%
Provision of education for
professional examination.
100%
100%
Dormant.
100%
100%
Investment holding and
Centre (SP) Sdn. Bhd.
Berrington Bay Corporation *
management consultancy.
Prestige Front Sdn. Bhd. *
100%
100%
Property investment.
Organizational Resources *
100%
100%
Sdn. Bhd.
Superior Element Sdn. Bhd. *
and training services.
100%
60%
and training services.
IPPP Batu Lintang Sdn. Bhd. *
70%
70%
Operation of an educational
institution for further studies.
IFPA Resources Sdn. Bhd.
60%
60%
Provision of financial
planning and financial related
courses.
Summit Education Sdn. Bhd.
98.63%
98.63%
Investment holding and
management consultancy.
Premier Media Sdn. Bhd.
98.63%
98.63%
Operation of an institute
providing educational
programmes.
Binary Mark Sdn. Bhd.
98.63%
98.63%
Property investment.
Sdn. Bhd.
[ 109 ]
27. Subsidiaries (continued)
Effective interest
Name
Summit Multimedia Education
2002
2001
73.97%
73.97%
Sdn. Bhd.
Operation of an institute
providing educational
programmes.
Summit Early Childhood
100%
100%
Edu-Care Sdn. Bhd. *
Montessori Focus Sdn. Bhd. *
Provision of childcare
services.
100%
100%
services.
Summit Early Childhood
70%
70%
Edu-Care (Rawang) Sdn. Bhd.
[ 110 ]
services.
Rekaan Medianet Sdn. Bhd.
100%
100%
Investment holding.
Systematic Local Support Sdn. Bhd.
100%
100%
(formerly known as Sadec-KE
and training Services.
Utilities Corporation Sdn. Bhd.)
Sino-Malaysia EduCulture
100%
100%
Centre Sdn. Bhd.
ORSB Centre for Professional
education and culture activities.
100%
-
Education Sdn. Bhd.*
IBMS Training & Development
Provision of cross border
Provision of recruitment
and placement of students.
100%
Centre Sdn. Bhd.*
-
Operation of a training centre
for vocational and professional
courses.
*Not audited by KPMG
28. Acquisition of subsidiaries
Acquisition
During the year, the Group acquired shares in the following subsidiaries for a total consideration of RM100,002 satisfied by
cash. The acquisition was accounted for using the acquisition method of accounting. In the year ended 31 December 2002, the
subsidiaries contributed a post-acquisition net profit of RM139,471 to the consolidated net profit for the year.
IBMS Training & Development Centre Sdn. Bhd.
ORSB Centre for Professional Education Sdn. Bhd.
29. Significant events subsequent to the balance sheet date
Subsequent to the financial year:
(i) The shareholders of the Company, at the Extraordinary General Meeting held on 24 January 2003, have approved the proposal
to vary the terms of the profit guarantee given by Kumpulan Emas Behad (“KEB”) to the Company in relation to the acquisitions
of Berrington Bay Corporation Sdn. Bhd. (“BBC”), Summit Education Sdn. Bhd. (“SES”) and Summit Early Childhood Edu-Care
Sdn. Bhd.(“SECE”) (formerly known as Summit Montessori Edu-Care Sdn. Bhd.) (“Proposed Variations”).
The Proposed Variations reflected in a Second Supplemental Agreement entered into by the Company, KEB and AmTrustee
Berhad (formerly known as Arab-Malaysian Trustee Berhad) have the following salient terms:
(a) that the total guaranteed aggregate profit before taxation (“PBT”) of BBC Group of RM23,700,000 and the total guaranteed
aggregate PBT of SES Group and SECE Group of RM13,300,000 (collectively referred to as “Guaranteed Profits”) under
the terms of the Profit Guarantee Agreement be consolidated and increased by an agreed sum of RM2,286,000;
(b) the aggregate of the outstanding Guaranteed Profits and the said agreed sum of RM2,286,000 totalling RM27,686,000
shall be fulfilled over the four (4) financial years beginning financial year ending 31 December 2003 until 31 December
2006; and
The Variations are to commence from 1 January 2003 and to end on 31 December 2006.
(ii) The Company through Berrington Bay Corporation Sdn. Bhd. has acquired 28% equity interest in IPPP Batu Lintang Sdn.
Bhd. from the minority shareholders on 18 February 2003 for a total cash consideration of RM7,680,712.
(iii) The Company disposed off 20% equity interest in Mutu Unggul Sdn. Bhd., on 15 January 2003 for a total consideration of
RM40,000.
(c) that the aggregate minimum guaranteed profits for each such guaranteed year shall be revised as follows:i. to RM6,350,000 for the financial year ending 31 December 2003; and
ii. RM7,112,000 for each of the financial years ending 31 December 2004 to 2006
[ 111 ]
30. Comparatives
(i) The following comparative figures have been restated to reflect the treatment of proposed dividends in accordance with MASB
19 on Events After Balance Sheet Date:
Group
Company
As
As
As
previously
As
previously
restated
reported
restated
reported
RM’000
RM’000
RM’000
RM’000
Balance sheets
Proposed dividend
-
3,418
-
3,418
118,873
115,455
114,257
110,839
======
======
======
======
Retained profits at 1 January 2001
12,446
11,762
11,310
10,626
Retained profits at 31 December 2001
11,868
8,450
7,689
4,271
-
(3,418)
-
(3,418)
Reserves
Statements of changes in equity
Dividends
Dividends
- 2000 second interim
- 2001 final
[ 112 ]
(684)
-
(684)
-
(3,418)
-
(3,418)
-
======
======
======
======
Group and Company
As
As
previously
restated
restated
RM’000
RM’000
Note 21 to the financial statements
Ordinary:
Interim paid:
Nil (2001 - 5 sen per share less tax at 28%)
(684)
-
====
=====
Group Properties as at 31 December 2002
Owned by Company
No.
Address
Approximate Areas/
Description
Existing
Use
Tenure
Approximate
Age of
building (years)
NBV as at
31/12/2002
(RM’000)
Date of
Revaluation/
Acquisition
1
17-19 Jalan Tun Tan Siew Sin
50050 Kuala Lumpur
1,962 sq ft of 5 1/2 storey commercial
building
Office
Freehold
21
2,266
14/12/1993
2
33-35 Jalan Hang Lekiu
50100 Kuala Lumpur
4,515 sq ft of 9-storey
commercial building
Education
Centre
Freehold
25
3
10 Jalan SS2/61
47300 Petaling Jaya,
Selangor
1,680 sq ft of 3 1/2 storey shophouse
Education
Centre
Freehold
22
1,464
25/01/1995
4
42 Jalan SS2/61
47300 Petaling Jaya,
Selangor
1,680 sq ft of 4 storey shophouse
Office
Freehold
22
1,565
25/01/1995
5
1, 3 & 5 Jalan PM3
Plaza Mahkota, Bandar Hilir
75000 Melaka
3,534 sq ft of 3 units
of 4-storey shophouses
Office
Leasehold
Expiring date
@ 25/7/2090
5
1,661
30/07/1996
6
20 Jalan University
46200 Petaling Jaya
Selangor
13,377 sq ft of
Bungalow
Residential
Leasehold
Expiring date
@ 1/2/2060
31
543
23/08/1994
7
1 Jalan 11/12
46200 Petaling Jaya
Selangor
12,834 sq ft of
Bungalow
Residential
Leasehold
Expiring date
@31/08/2070
31
1,461
18/09/1996
8
126 & 127 Jalan Masjid 1
Taman Pekan Baru
08000 Sungai Petani, Kedah
2,800 sq ft of 2 units of
3 1/2 - storey
shophouses
Vacant
Leasehold
Expiring date
@ 14/11/2092
8
903
13/09/1995
9
16 & 18 Jalan 5/101C
Off Jalan Kaskas 1
Cheras Business Centre
56000 Cheras, Kuala Lumpur
6-storey shop offices
Office
Leasehold
Expiring date
@07/12/2077
5
2,775
25/08/1995
10
36-4, 4th Floor Block B
Jalan Senohong
Taman Cantik, Cheras
56100 Kuala Lumpur
2,910 sq ft of
Apartment
Residential
Leasehold
Expiring date
@18/01/2076
22
109
08/01/1993
11
26-3, 3rd Floor Block A
Jalan Senohong
56100 Kuala Lumpur
1,297 sq ft of
Apartment
Residential
Leasehold
Expiring date
@18/01/2076
22
73
04/04/1994
12
28-3, 3rd Floor Block A
Jalan Senohong
56100 Kuala Lumpur
1,297 sq ft of
Apartment
Leasehold
Expiring date
@ 18/01/2076
22
73
04/04/1994
13
Lot 01 & 02 Block B
Phileo Damansara 1
9 Jalan 16/11
Off Jalan Damansara
46350 Petaling Jaya
12-storey commercial
building
Freehold
5
12,984
23/01/1996
Office
14/12/1993
Residential
7,538
[ 113 ]
Group Properties as at 31 December 2002
Owned by Subsidiaries
No.
14
15
Address
Approximate Areas
Existing
Description
Use
14-18 Jalan SS2/61
5,040 sq ft of 3
47300 Petaling Jaya
units of 3 1/2-
Selangor
storey shophouses
12 Jalan SS2/61
1,680 sq ft
47300 Petaling Jaya
of 3 1/2-storey
Selangor
shophouses
Education
Centre
Education
Centre
24 Jalan 5/89A
16
Off Jalan Sekilau
5,618 sq ft of 5
Batu 3 1/2 Jalan Cheras
storey shop offices
17
18
[ 114 ]
19
3,294 sq ft of 2
Resource Industrial Centre
units
Off Jalan Klang Lama
of 4-storey
58000 Kuala Lumpur
shop offices
211 Jalan Bukit Mata
Kuching
93100 Kuching, Sarawak
Lot 3.09a, Mukim Petaling
20
3,965.1 sq m
of 6-storey
Education
commercial
Centre
building
-progress
15,482 sq ft of
Building-in
shoplot
-progress
Mukim Petaling,
33,586 sq ft of
Building-in
Daerah Petaling,
office space
-progress
Mukim Petaling
33,020 sq ft of
Building-in
Daerah Petaling,
office space
-progress
Daerah Petaling
Selangor
5 1/2 storey, Block B
21
Selangor
5 1/2 storey, Block A
22
Selangor
Revaluation/
building (years)
(RM’000)
Acquisition
Freehold
22
3,603
28/12/1993
Freehold
22
1,983
01/10/2001
8
3,983
24/06/1996
18
1,855
11/06/1996
26
11,091
13/06/2001
-
8,794
03/07/1998
-
6,194
08/01/1999
-
10,747
03/07/1998
-
9,400
21/10/1999
Expiring date
Expiring date
@ 29/3/2065
shoplot
Lot 3.09b, Mukim Petaling
Date of
31/12/2002
Leasehold
Vacant
Building-in
Selangor
NBV as at
Age of
@ 11/8/2085
21,986 sq ft of
Daerah Petaling
Approximate
Leasehold
Office
56000 Kuala Lumpur
37 & 39 Jalan 1/137B
Tenure
Leasehold
Expiring date
@ 13/8/2785
Leasehold
Expiring date
@ 9/11/2093
Leasehold
Expiring date
@ 9/11/2093
Leasehold
Expiring date
@ 9/11/2093
Leasehold
Expiring date
@ 9/11/2093
Analysis of Shareholdings as at 30 April 2003
Authorised Share Capital
:
RM100,000,000
Issued and fully paid-up
:
RM79,132,755
Class of shares
:
Ordinary shares of RM1.00 each
Voting rights
:
One vote per RM1.00 share
Distribution Schedule of Shareholdings
% of shareholders
No. of
shares
% of issued
capital
17
0.62
585
0.00
414
15.01
356,249
0.45
2,079
75.41
6,320,172
7.99
186
6.75
4,372,527
5.52
100,001 – less than 5% of issued shares
58
2.10
48,762,099
61.62
5% and above of issued shares
3
0.11
19,321,123
24.42
2,757
100.00
79,132,755
100.00
1 – 99
100 – 1,000
1,001 – 10,000
10,001 – 100,000
TOTAL
No. of
shareholders
Size of shareholdings
Substantial Shareholders as at 30 April 2003
According to the register required to be kept under Section 69L of the Companies Act, 1965, the following are the substantial
shareholders (excluding bare trustees) of the Company:-
No. of shares held
Name of Shareholders
Direct
%
Indirect
%
22,520,025
28.46
2,235,000#
2.82
1.
Kumpulan Emas Berhad (“KEB”)
2.
-
-
24,755,025**
31.28
3.
Meda Capital Sdn Bhd
-
-
24,755,025+
31.28
4.
Koperasi Pegawai-Pegawai Melayu Malaysia Bhd (MOCCIS)
15,226,865
19.24
-
-
5.
-
-
15,226,865*
19.24
6.
-
-
15,226,865*
19.24
7.
Tuan Haji Mohd Razi bin Yaacob
-
-
15,226,865*
19.24
[ 115 ]
No. of shares held
Name of Shareholders (Continued)
8.
Ladang MOCCIS Sdn Bhd
9.
10.
Datin Mah Ming Yuet
Direct
%
Indirect
%
4,060,613
5.13
-
-
11,200
0.01
19,287,478++
24.37
5,466,883
6.91
1,410,531##
1.78
Directors’ Shareholdings
No. of shares held
[ 116 ]
Name of Directors
Direct
%
Indirect
%
1.
11,200
0.01
19,287,478
24.37
2.
-
-
24,755,025
31.28
3.
776,000
0.98
-
-
4.
Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas
297
Negligible
-
-
5.
-
-
15,226,865
19.24
6.
-
-
15,226,865
19.24
7.
Tuan Haji Mohd Razi bin Yaacob
-
-
15,226,865
19.24
*
Deemed interest held through MOCCIS
**
Deemed interest held through his direct and indirect interest in KEB through Meda Capital Sdn Bhd
+
Deemed interest held through KEB
++ Deemed interest held through MOCCIS and Ladang MOCCIS Sdn Bhd
#
Deemed interest held through Sawitani Sdn Bhd, a wholly-owned subsidiary of KEB
## Deemed interest held through persons connected
Thirty Largest Shareholders
Name of Shareholders
No. of shares
%
1.
Alliancegroup Nominees (Tempatan) Sdn Bhd
- Kumpulan Emas Berhad
7,490,000
9.47
2.
Aseam Malaysia Nominees (Tempatan) Sdn Bhd
- Koperasi Pegawai-Pegawai Melayu Malaysia Bhd
7,000,000
8.85
3.
AMMB Nominees (Tempatan) Sdn Bhd Amtrustee Berhad
4,831,123
6.11
4,304,865
5.44
3,945,780
4.99
3,653,783
4.62
2,410,000
3.05
2,356,000
2.98
4.
5.
6.
7.
8.
Koperasi Pegawai-Pegawai Melayu Malaysia Berhad (MOCCIS)
Cimsec Nominees (Tempatan) Sdn Bhd
Datin Mah Ming Yuet
Merchant Nominees (Tempatan) Sendirian Berhad
- Koperasi Pegawai-Pegawai Melayu Malaysia Berhad
HSBC Nominees (Tempatan) Sdn Bhd
HSBC (M) Trustee Bhd for OSK-UOB Small Cap Opportunity Unit Trust
Merchant Nominees (Tempatan) Sendirian Berhad
- Ladang MOCCIS Sdn Bhd
2,260,000
2.86
10.
MIDF Sisma Nominees (Tempatan) Sdn Bhd
- Sawitani Sdn Bhd
2,235,000
2.82
2,171,210
2.74
11.
Kumpulan Emas Berhad
12.
Public Nominees (Tempatan) Sdn Bhd
2,000,000
2.53
13.
- Datin Mah Ming Yuet
1,860,000
2.35
1,800,613
2.28
14.
Ladang MOCCIS Sdn Bhd
15.
Minister of Finance
- Akaun Jaminan Pinjaman Kerajaan Persekutuan
1,512,000
1.91
16.
Mayfin Nominees (Tempatan) Sdn Bhd
1,307,000
1.65
17.
Pujian Wajar Sdn Bhd
1,302,000
1.65
18.
Cheam Shaw Fin
1,060,000
1.34
19.
AMMB Nominees (Tempatan) Sdn Bhd Amtrustee Berhad
- BHLB Pacific Dana Al-Ihsan
862,000
1.09
20.
JS Nominees (Tempatan) Sdn Bhd
- Perdana Technology Venture Sdn Bhd
831,600
1.05
21.
SBBAM Nominees (Tempatan) Sdn Bhd
- Yayasan Mohd Noah
800,000
1.01
22.
- Tan Hong Aik
767,600
0.97
9.
[ 117 ]
Thirty Largest Shareholders
Name of Shareholders (Continued)
23.
24.
25.
EB Nominees (Tempatan) Sendirian Berhad
Mohd Nor bin Ibrahim
750,000
0.95
617,000
0.78
600,000
0.76
Cartaban Nominees (Tempatan) Sdn Bhd
- Cheam Tow Yong
600,000
0.76
27.
BBMB Securities Nominees (Tempatan) Sdn Bhd
- Perdana Technology Venture Sdn Bhd
558,600
0.71
556,000
0.70
526,000
0.66
501,531
0.63
29.
30.
Hong Leong Finance Berhad
- Lim Chee Khang
%
26.
28.
[ 118 ]
Formis Holdings Berhad
No. of shares
HDM Nominees (Tempatan) Sdn Bhd
Kee Shih-Lene
I/We ___________________________________________________________________________________________
of _____________________________________________________________________________________________
being a member/members of SEG International Bhd hereby appoint _____________________________________________
of _____________________________________________________________________________________________
or failing him/her _________________________________________________________________________________
of _____________________________________________________________________________________________
or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Seventeenth Annual
General Meeting of the Company to be held at Room Pahlawan 1, Level 5, The Summit Hotel, Subang USJ, Persiaran Kewajipan
USJ1, 47600 UEP Subang Jaya, Selangor Darul Ehsan on Wednesday, 25 June 2003 at 3.00 p.m. and at any adjournment thereof.
My/Our proxy is to vote either on a show of hands or on a poll as indicated below with an “X”:
RESOLUTIONS
FOR
AGAINST
1. To adopt the Financial Statements and Reports
2. To declare a final dividend of 7% less tax
3. To approve the payment of Directors’ Fees
_________________________________________________________________________________________
FORM OF PROXY
4. To re-elect the following as Directors:
(a) Mr Kee Lian Yong
(c) YBhg Dato Pahamin A. Rajab
(d) YBhg Datin Fadzilah Bte Saad
5. To re-elect YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub as Director
[ 119 ]
pursuant to Section 129 of the Companies Act, 1965.
6. To re-appoint Messrs KPMG as Auditors and authorise the Directors to fix their
remuneration.
7. As special business, to approve the ordinary resolution pursuant to Section 132D
of the Companies Act, 1965
Dated this __________ day of __________________________ 2003
_________________
_______________________________
Number of shares held
Signature of member(s)
Notes:
1.
If you wish to appoint other person (s) to be your proxy, delete the words “the Chairman of the meeting” and insert the name(s) and address(es) of the
person(s) desired in the space so provided.
2.
If there is no indication as to how you wish your vote(s) to be cast, the proxy will vote or abstain from voting at his/her discretion.
3.
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.
4.
A member shall not be entitled to appoint more than two proxies to attend and vote at the same meeting. Where two proxies are appointed, the proportions
of shareholdings to be represented by each proxy must be specified in order for the appointments to be valid.
5.
Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least
one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
6.
If the appointor is a corporation, this form must be executed under its Common Seal or under the hand of its Attorney.
7.
All Forms of Proxy must be deposited at the Registered Office of the Company at 10th Floor, Menara Summit, Persiaran Kewajipan, USJ1, 47600 UEP Subang
Jaya, Selangor Darul Ehsan not less than 48 hours before the time for holding the Meeting or adjourned meeting.
_________________________________________________________________________________________
FOLD HERE
________________________________________________________________
10TH FLOOR MENARA SUMMIT
PERSIARAN KEWAJIPAN USJ 1
47600 UEP SUBANG JAYA
SELANGOR DARUL EHSAN
STAMP
________________________________________________________________
FOLD HERE

Main.pd - SEGI Investor Relations

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