Landscape for Growth - SEGI Investor Relations
Transcription
Landscape for Growth - SEGI Investor Relations
Landscape for Growth SEGi Annual Report 2010 Landscape for Growth SEGi Annual Report 2010 Landscape for Growth Let’s begin with the end in mind. It is important to paint in our minds what we cannot at present see with our eyes. A picture is worth more than a thousand words. It makes us the leader of our destiny which will pave the way to securing the future we envision. This imagination connects us with our unique attributes of quality, passion, vibrancy and caring. Looking at the larger picture reaffirms who we really are and moves our ideas into the real world. We like to think big while also charting the terrain forward with small steps and larger strides. A solid foundation had been laid for SEGi. It is time that we embark on a journey of continuous and sustainable growth. >Vision We aspire to be the leading educational institution with global emphasis. >Mission To empower learners with educational and training excellence relevant to industry needs in contributing positively to global communities. Poised for Sustainable and Continuous Growth “The law of harvest is to reap more than you sow. Sow an act, and you reap a habit. Sow a habit and you reap a character. Sow a character and you reap a destiny.” James Allen SEG INTERNATIONAL BHD | Annual Report 2010 Poised for Sustainable and Continuous Growth The harvest SEGi Group enjoys today stems from the seeds of success sown over the past few years. This has set the foundation that prepares the Group for continuous and sustainable growth for tomorrow. SEGi has benefited much from the early learning years where the profitability of the Group was relatively low. Then, between 2001 and 2005, the Group offered predominantly lower ticket and short courses under different brand names encompassed within the PRIME and Systematic groups. Since then, SEGi has grown by leaps and bounds, by organic growth as well as via a series of exercises including consolidation and re-branding. The next phase of SEGi’s growth story came about in 2006 when it streamlined its operations and consolidated into 6 large campuses, including its flagship campus in Kota Damansara that offers a complete learning experience for students. The full-fledged campus boasts a full range of 2 facilities such as on-campus residence halls, a sports & recreational complex, as well as state-of-the-art laboratories and learning facilities. By way of this consolidation, the campuses operated under a single “SEGi” brand name. SEGi also received a boost with its upgrade to University College status in June 2008. This enabled SEGi to introduce a new suite of homegrown high margin programmes, translating into higher profitability. Today, SEGi enters into the third era of growth, and continues to roll-out new and innovative niche programmes in medical sciences, pharmacy, optometry and dentistry, among others. The Group also reinforced its hold in the adult learning market by introducing more part-time and postgraduate programmes with flexible features. Moreover, SEGi is poised to reap the rewards from the collaborative arrangements with overseas institutions that have been established over recent years. The Group is inspired to become an international higher education centre when the transfer of foreign students from these collaborations begin to see serious growth. The Group will continue to forge forward and strengthen its brand name which reflects attributes of quality, vibrancy, passion and caring. SEG INTERNATIONAL BHD | Annual Report 2010 Contents 1 Cover Rationale + Vision & Mission Statements Poised for Sustainable and Continuous Growth 4 5 6 10 12 Corporate Information Financial Highlights Chairman’s Statement Board of Directors Directors’ Profile 18 21 25 Messages From Key Management Top Management Team Key Academic Team 29 34 36 40 45 49 53 At Our Heart - SEGi Programmes Strong Foundation - The SEGi Premises Strategic Collaborations - University & Corporate Partners Excellence at SEGi Going Global Special Projects Research & Development 56 63 68 70 72 80 81 84 86 88 Making a Difference - Corporate Responsibility Report 2010 at a Glance Quotes from the Media Quotes from Analysts Corporate Governance Statement Statement of Directors’ Responsibilities Audit Committee Report Statement on Internal Control Notice of Annual General Meeting Statement Accompanying Notice of Annual General Meeting 89 153 155 Financial Statements Group Properties Analysis of Shareholdings & Warrantholdings Proxy Form SEGi Education Network SEG INTERNATIONAL BHD | Annual Report 2010 Corporate Information Board of Directors Company Secretaries Auditors Tan Sri Dato’ Seri Megat Najmuddin Bin Dato’ Seri Dr Haji Megat Khas Chong Poh Yee Crowe Horwath Level 16 Tower C Megan Avenue II 12 Jalan Yap Kwan Seng 50450 Kuala Lumpur (MIA 7620) Independent Non-Executive Chairman Hew Ling Sze Dato’ (Dr) Patrick Teoh Seng Foo (MAICSA 7010381) Executive Deputy Chairman / President Dato’ Sri Clement Hii Chii Kok Registered Office Tel : +603 2166 0000 Fax : +603 2166 1000 Group Managing Director Lee Kok Cheng Executive Director/Chief Executive Officer Hew Moi Lan Executive Director/Chief Operating Officer Datu Haji Putit Bin Matzen Non-Independent Non-Executive Director 6th Floor, SEGi University College No. 9, Jalan Teknologi Taman Sains Selangor Kota Damansara, PJU 5 47810 Petaling Jaya Selangor Darul Ehsan Tel : +603 6287 3752 Fax : +603 6145 2755 Datuk Chee Hong Leong Independent Non-Executive Director Amos Siew Boon Yeong Independent Non-Executive Director Foo San Kan Independent Non-Executive Director Goh Leng Chua Independent Non-Executive Director 4 Stock Exchange Listing Main Market of Bursa Malaysia Securities Berhad Registrar Symphony Share Registrars Sdn Bhd Level 6, Symphony House Pusat Dagangan Dana 1 Jalan PJU 1A/46 47301 Petaling Jaya Selangor Darul Ehsan Tel : +603 7841 8000 Fax : +603 7841 8151/52 SEG INTERNATIONAL BHD | Annual Report 2010 Financial Highlights Group Five Years Financial Summary Revenue 2006 RM’000 2007 RM’000 2008 RM’000 2009 RM’000 2010 RM’000 74,230 86,263 127,407 166,372 217,615 Profit before tax 2,868 2,479 9,884 14,606 54,314 Profit for the year - attibutable to shareholders 2,073 5,156 7,266 10,023 43,059 89,093 89,093 89,093 89,093 125,623 Share capital Shareholders’ fund 150,774 153,589 158,324 169,155 202,584 Total assets 284,251 309,896 213,910 219,055 263,038 Basic earnings per share (sen) 2.37 6.03 8.70 4.23* 17.40 Proposed gross dividend per share (sen) 2.00 2.00 3.00 3.50 7.00 * Restated for the effects of share split from RM1.00 per ordinary share to RM0.50 per ordinary share and bonus issue of 2:5 completed in July 2010. Revenue Profit for the Year Shareholders’ Fund (RM’000) attributable to shareholders (RM’000) (RM’000) 250,000 50,000 250,000 200,000 40,000 200,000 150,000 30,000 150,000 100,000 20,000 100,000 50,000 10,000 50,000 0 0 0 2006 2007 2008 2009 2010 2006 2007 2008 2009 2010 2006 2007 2008 2009 2010 5 SEG INTERNATIONAL BHD | Annual Report 2010 Chairman’s Statement Tan Sri Dato’ Seri Megat Najmuddin Bin Dato’ Seri Dr Haji Megat Khas Chairman 6 SEG INTERNATIONAL BHD | Annual Report 2010 Chairman’s Statement It has been another momentous year for SEG International Bhd (“SEGi”) Group as we achieved a new record profit of RM43.24 million for the year ended 31 December 2010. This represents a 322% increase from our previous year’s profit of RM10.02 million. 2010 also marks the beginning of a new phase for the Group as SEGi is poised to reap the rewards from the seeds of success sown over the past few years. On behalf of the Board of Directors, it is my pleasure to present the Annual Report and Audited Financial Statements of SEGi and the Group for the year ended 31 December 2010. The recent Government Transformation Programme has highlighted the importance of education. Academic excellence among students is vital to produce a more competitive workforce in line with the country’s vision to achieve developed nation status by 2020. SEGi is committed to lay the groundwork for needed education reforms to be aligned with the vision of the Government to make Malaysia a centre of educational excellence. FINANCIAL PERFORMANCE I am proud to report that SEGi continued with its consistent track record scaling to greater heights for the year under review. Our impressive turnover is a testament of the Groups strong brand positioning and the desirability of our programmes as well as the collaborative arrangements with overseas institutions that have been established over recent years. These strategic partnerships have proved fruitful as all parties possess individual strengths that complement each other. The improvement in performance is generally due to the increase of student enrolments at the Group’s institutions, particularly for quality niche programmes. The Group registered a 31% increase in revenue (2010: RM217.62 million/2009: RM166.37 million) and a 272% leap in profit before tax (2010: RM54.3 million/2009: RM14.6 million) as compared to the corresponding period in 2009. The Board of Directors is now recommending a final single tier dividend of 7.0 sen per ordinary share of RM0.50 each for the year ended 31 December 2010 pursuant to Paragraph 12B of Schedule 6 of the Income Tax Act, 1967, subject to the shareholders’ approval at the forthcoming Annual General Meeting (2009: 3.5 sen per ordinary share of RM1.00 each less income tax at 25%). The Group’s balance sheet continues to be healthy with shareholders’ funds of RM202.58 million (2009: RM169.15 million), cash and bank balances of RM78.83 million (2009: RM36.90) and a net cash position, indicating the Group’s capacity and financial strength to finance future growth. DIVIDEND On 13 January 2011, the Board approved and declared a special dividend of 14.0 sen per ordinary share of RM0.50 each in respect of the year ending 31 December 2011 (“Special Dividend”). The Special Dividend, less income tax, amounting to RM25,913,944.95, was paid on 18 February 2011. Apart from that, I would also like to take this opportunity to announce that we, SEGi, promise to reward our valued shareholders and potential investors with consistent returns effective 2011. On 24 March 2011, the Company committed to distribute a minimum of 50% of the Group profit after taxation to its shareholders, with effect from the financial year ending 31 December 2011. Your Board believes that the dividend payout of a minimum of 50% of its profit after taxation is within the Group’s financial capability considering its future earnings growth. OPERATIONAL REVIEW Mindful of the importance of quality education for children in their early developing years, the Malaysian Ministry of Education has identified early childhood and childcare education (ECCE) as one of the strategic focuses under the Education National Key Result Areas (NKRA). I am pleased to announce that SEGi was appointed by the Government as the Champion for Entry Point Project (EPP) 2 to lead the development of integrated ECCE. With the appointment, SEGi will lead the initiative in training and developing high quality early childhood and childcare practitioners. SEGi will also coordinate the establishment of teacher training centres 7 SEG INTERNATIONAL BHD | Annual Report 2010 Chairman’s Statement that provide pre-service and in-service ECCE courses recognised by the Malaysian Qualifications Agency. A consortium of private ECCE education and training providers led by SEGi is being established to fulfil the Government’s target. The Groups quest for excellence never ceases. SEGi continues to pursue success at the highest level by focusing its attention towards educating future generations. The Group is undertaking several initiatives to stimulate growth as well as strengthen its leadership position in a still intensely competitive marketplace. The Group has always remained committed to its quest to be a responsible and caring citizen. Whilst we pursue our business commitments, we acknowledge our responsibility to our stakeholders. We endeavour to create a positive impact in all our operations and initiatives as well as the environment we operate in. 8 The Group continues to develop new programmes which are tailored to meet industry and market needs, ensuring they are widely recognised and produce graduates that are highly sought after by national and multinational companies. The Group has come up with a solid long term strategy to expand its repertoire of programmes and market range. In 2010, the Group launched new degree programmes in environmental technology, information technology, construction management and civil engineering. The Group also obtained approvals from relevant authorities for its biomedical sciences and healthcare including Bachelor of Medicine, Bachelor of Surgery (M.B.,B.S.), Bachelor of Optometry (Hons), Bachelor of Pharmacy and also Master in Environmental Technology and Management. SEGi also continues building strong global connections with the reputable foreign institutions as well as corporate links with many large companies to ensure the programmes offered are recognised internationally. CORPORATE DEVELOPMENTS During the year under review, SEGi implemented a share split involving the subdivision of every one (1) existing ordinary share of RM1.00 each into two (2) ordinary share of RM0.50 each (“the Share Split”) and bonus issue of 2:5 (“the Bonus Issue”). The resulting price adjustment from the Share Split allowed a wider spread of investors to participate in SEGi’s growth while the Bonus Issue was a reward for the shareholders’ continuous support through the years. SEGi also completed a renounceable rights issue of five (5)-year 2010/2015 warrants (“Warrants”) at an issue price of RM0.05 cash per Warrant (“the Rights Issue”). The Rights Issue provided the shareholders of SEGi with the opportunity to further increase their equity participation in the Company at a pre-determined price over the tenure of the Warrants. In January 2011, the Group entered into an agreement with a property management company, Oakfine Development Sdn Bhd, for the expansion of SEGi’s capacity in Ipoh, Perak Darul Ridzuan. The facility is expected to be up and running in two (2) years. In February 2011, the Company proposed a private placement of up to 10% of the issued and paid up share capital of SEGi (“the Proposed Private Placement”). I am pleased to report that the Proposed Private Placement was approved by Bursa Malaysia Securities Berhad on 8 March 2011. The Proposed Private Placement will serve to increase the market capitalisation of SEGi and to further strengthen the consolidated balance sheet position of SEGi. SEG INTERNATIONAL BHD | Annual Report 2010 Chairman’s Statement New quality niche academic programmes will be introduced continually by the Group backed by a strong management and academic team. It is a goal that the team of able and dedicated management and staff remain committed to in unity, purpose and aim. Together, SEGi will build on past successes, brave the future and scale to greater heights. CORPORATE RESPONSIBILITY The Group has always remained committed to its quest of being a responsible and caring citizen. Whilst we pursue our business commitments, we acknowledge our responsibility to our stakeholders and the greater communities in which we conduct our business, and we endeavour to create a positive impact in all our operations and initiatives. We seek every opportunity to play a pivotal role for the betterment of the society at large via our efforts in extending our hands and heart to numerous charitable causes. The Group also remains committed to ensuring the occupational safety and health of all employees at their workplace through increased awareness, accountability and continual training geared towards the conduct of all activities in an environmentally responsible, safe and healthy manner. 2011 will also see the implementation of a new policy, the Whistleblower Policy, intended to encourage our stakeholders to report suspected or actual occurrences of illegal, unethical or inappropriate events, behaviors or practices without retribution. The Group believes that the provision of training and education is crucial in nurturing future leaders and instilling them with strong moral and ethical values. We strongly believe this opportunity should be extended equally to students of all backgrounds and that it will help to lay the foundations for the long journey towards our ultimate objective of becoming a fully developed country by the year 2020. Sponsorships for potential students have been arranged to widen the talent pool for the Group as well as the nation. The Group will continue to emphasise on environmental awareness and community spirit and seeks to conduct its business ethically and responsibly. FUTURE OUTLOOK SEGi’s foundation is rooted in our core values of integrity, synergy, care and innovation. The results are clearly reflected when the Group recorded marked improvement in student numbers and profitability in 2010. This trend is expected to continue in 2011 and beyond as the Group has put in place a firm foundation and strategy for sustainable growth. ACKNOWLEDGEMENTS On behalf of the Board, I would like to take this opportunity to convey my thanks and appreciation to the management and staff of the Group for their commitment and dedication in delivering the results of the Group. I also wish to acknowledge our valued shareholders, global partners, students, regulatory authorities, bankers and business associates for their unwavering support and confidence in the Group. It is with your gracious support that we are able to continue reaching even greater heights. I would like to extend our gratitude to Mr Simon Hue Fook Chuan who retired on 28 June 2010 for his contributions to the Group. On behalf of the Board of Directors, I would also like to warmly welcome Datuk Chee Hong Leong who joined our Board on 21 February 2011. I would like to take this opportunity to convey my sincere thanks and appreciation to my fellow board members for their stewardship and contributions to the Group. Tan Sri Dato’ Seri Megat Najmuddin Bin Dato’ Seri Dr Haji Megat Khas Chairman 28 March 2011 9 SEG INTERNATIONAL BHD | Annual Report 2010 3 1 4 2 Board of Directors 10 5 SEG INTERNATIONAL BHD | Annual Report 2010 6 9 7 10 8 1. Tan Sri Dato’ Seri Megat Najmuddin Bin Dato’ Seri Dr Haji Megat Khas 2. Dato’ (Dr) Patrick Teoh Seng Foo 3. Dato’ Sri Clement Hii 4. Lee Kok Cheng 5. Hew Moi Lan 6. Datu Haji Putit Bin Matzen 7. Datuk Chee Hong Leong 8. Amos Siew Boon Yeong 9. Foo San Kan 10. Goh Leng Chua 11 SEG INTERNATIONAL BHD | Annual Report 2010 Directors’ Profile Tan Sri Dato’ Seri Megat Najmuddin Bin Dato’ Seri Dr Hj Megat Khas Dato’ (Dr) Patrick Teoh Seng Foo Independent Non-Executive Chairman -Malaysian- Executive Deputy Chairman/President -Malaysian- Tan Sri Dato’ Seri Megat Najmuddin Bin Dato’ Seri Dr Hj Megat Khas, aged 67, was appointed to the Board on 2 February 2001 and assumed the position as Chairman on 27 August 2008. He holds an Honours Degree in Law from University of Singapore. He practiced law for 14 years until 1986 and since then has concentrated on business as well as political activities. He was formerly the State Assemblyman of Kelana Jaya, Selangor for two terms. He is prominent in the corporate sector and holds several important posts. He is the President of both the Federation of Public Listed Companies Berhad (“FPLC”) and the Malaysian Institute of Corporate Governance (“MICG”). He currently sits as the Non-Executive Chairman of 5 public listed companies, namely, Tradewinds Corporation Berhad, Asian Pac Holdings Berhad, Formis Resources Berhad, MajuPerak Holdings Berhad and SEG International Bhd. He sits as an Independent Non-Executive Director on the Board of Petroliam Nasional Berhad (PETRONAS). He was a member of the High Level Finance Committee of the Ministry of Finance and Capital Market Advisory Council of the Securities Commission (“CMAC”). He was a member of the 2nd National Economic Consultative Council (“NECC2”), Bank Negara Malaysia’s Corporate Debt Restructuring Committee (“CDRC”). He now sits on UMNO (Ruling Party) Malaysia’s Disciplinary Committee. He is also active in the Institute of Integrity Malaysia (“IIM”), Transparency International Malaysia (“TIM”), and is an Adjunct Professor at Faculty of Law, Universiti Utara Malaysia. He is currently sits as a member of Bank Negara Malaysia’s Financial Directors’ Education Steering Committee (“FIDE”) and Advisory Board of Malaysian Anti-Corruption Commission (“MACC”). Tan Sri Dato’ Seri Megat Najmuddin also serves as the Chairman of the Company’s Nominating and Remuneration Committees. Tan Sri Dato’ Seri Megat Najmuddin attended all the five (5) Board meetings held during the year ended 31 December 2010. 12 Dato’ (Dr) Patrick Teoh Seng Foo, aged 55, was appointed to the Board as President on 2 February 2001 and subsequently assumed the position of Executive Deputy Chairman / President on 27 August 2008. Dato’ (Dr) Patrick Teoh is also a member of the Remuneration Committee of the Company. He is a Chartered Accountant of the Malaysian Institute of Accountants and a Chartered Management Accountant/Fellow Member of the Chartered Institute of Management Accountants, United Kingdom. He also holds a Diploma in Commerce from Tunku Abdul Rahman College. Dato’ (Dr) Patrick Teoh has wide experience in commerce and industry, having held senior management positions in multinationals such as Intel Technology, Woodward & Dickerson Inc and PricewaterhouseCoopers. Currently, he is also the Chairman of Eduspec Sdn Bhd, a company specialising in the promotion and implementation of e-learning and e-community in schools. For his contribution to education, Dato’ (Dr) Patrick Teoh was conferred the Honorary Doctorate in Business Administration by the University of Abertay Dundee, United Kingdom and is currently acting as a patron of the University of Abertay Foundation. In addition, Dato’ (Dr) Patrick Teoh is also the Executive Chairman of EcoFirst Consolidated Berhad and President of Meda Inc Berhad. Dato’ (Dr) Patrick Teoh attended all the five (5) Board meetings held during the year ended 31 December 2010. SEG INTERNATIONAL BHD | Annual Report 2010 Directors’ Profile Dato’ Sri Clement Hii Chii Kok Lee Kok Cheng Group Managing Director Executive Director/ Chief Executive Officer -Malaysian- -Malaysian- Dato’ Sri Clement Hii Chii Kok, aged 53, was appointed to the Board on 3 September 2001 as an Executive Director of the Company and subsequently assumed the position of Chief Executive Officer on 10 October 2001. On 27 August 2008, he was appointed the Managing Director/Chief Executive Officer of the Company and in January 2009 was re-designated the Group Managing Director. Dato’ Sri Clement Hii is also a member of the Remuneration Committee of the Company. Lee Kok Cheng, aged 51, was appointed to the Board as Executive Director on 28 June 2005. On 27 February 2009, he assumed his responsibility as the Group Chief Executive Officer. He is also the Chairman of Risk Management Committee of the Company. He graduated with a Bachelor of Laws (Hons) degree from the United Kingdom. He was conferred the Honorary Doctorate of Business Administration by the University of Sunderland, United Kingdom, in early 2006. In 2007, he was conferred an Honorary Doctorate of Laws by his alma mater, the University of Wolverhampton, United Kingdom. He is a former senior journalist holding positions in several newspapers, including Chief Editor of Borneo’s leading English daily, “The Borneo Post”. He also served in senior positions with management firms and was appointed a Justice of Peace in 2005. He was the Executive Deputy Chairman of Star Publications (M) Bhd for two years, until end of December 2010. Dato’ Sri Clement Hii also currently holds positions in numerous private limited companies and charitable foundations. He does not hold any other directorship in public companies. Dato’ Sri Clement Hii attended four (4) out of five (5) Board meetings held during the year ended 31 December 2010. He obtained the BSc (Hons) Computer Science from Universiti Sains Malaysia in 1985 and thereafter in 1996 he obtained his Masters in Business Administration from the University of Dubuque, Iowa, United States of America. He also holds a Postgraduate Certificate in Business Research from the University of Newcastle, Australia. In July 2010, he was honoured an Outstanding Entrepreneur Award at the Asia Pacific Entrepreneurship Awards. He joined the Group as Vice President (Operations) in June 2003 and thereafter was promoted to the position of Chief Operating Officer in January 2005. During that period he also resumed the position as the Principal of SEGi College Subang Jaya. In 2007, he started the SEGi’s flagship campus, Kota Damansara as principal until the campus was upgraded to University College in 2008. Prior to this, Kok Cheng has eighteen (18) years of experience in another educational institution and his last position was the Group Executive Director of that institution. He was instrumental in implementing many e-applications to replace paperwork for the accounting, human resource and information technology functions. Kok Cheng does not hold any other directorships in public companies. Kok Cheng attended all the five (5) Board meetings held during the year ended 31 December 2010. 13 SEG INTERNATIONAL BHD | Annual Report 2010 Directors’ Profile Hew Moi Lan Datu Haji Putit Bin Matzen Executive Director/ Chief Operating Officer Non-Independent Non-Executive Director -Malaysian- -Malaysian- Hew Moi Lan, aged 50, was appointed to the Board on 20 April 2010. She is also a member of the Risk Management Committee of the Company. Datu Haji Putit Bin Matzen, aged 66, was appointed to the Board on 20 April 2010. He was appointed a member of the Nominating and Remuneration Committees of the Company on 28 June 2010. He holds a Bachelor of Science Degree and obtained a professional postgraduate Diploma in Teaching. She is a fellow member of The Chartered Institute of Management Accountants, United Kingdom and a Chartered Accountant with the Malaysian Institute of Accountants. In 2005, she attained her Master of Business Degree from University of Newcastle, Australia. She is currently pursuing the Doctor of Philosophy, majoring in Management Accounting. Moi Lan was appointed the Chief Operating Officer of the Group on 27 February 2009. Prior to which, she was the Vice President of Operations and the principal of SEGi College Kuala Lumpur, one of the core subsidiary companies of the Group. Her tenure with the Group dates back to 1986 when she joined Systematic Business Training Centre, now known as SEGi College Kuala Lumpur. With more than 20 years of experience in the education industry, Moi Lan has brought an immense wealth of experience and knowledge into the running of the Group. Moi Lan participated in all the five (5) Board meetings held during the year ended 31 December 2010 and does not hold any other directorships in public companies. 14 Datu Haji Putit started his career with the Sarawak Education Service in 1972 and has held various senior positions in the State Education Department including its Director, and in the Ministry of Education in Kuala Lumpur. While in service, he pursued other professional courses, notably in educational management and administration, development, innovation, testing and examinations and crisis management. Currently, he is the Independent Non Executive Director of CCK Consolidated Holdings Bhd, the Vice Chairman of the Sarawak Branch of the Malaysian Red Crescent Society, President of Malaysian Historical Society (Sarawak Branch), a Member of the Lembaga Amanah Kebajikan Masjid Negeri Sarawak, and the President of Sarawak Islamic Council. Datu Haji Putit is the major shareholder of the Company by virtue of his interest in Cerahsar Sdn Bhd pursuant to Section 6A(4)(c) of the Companies Act, 1965. He attended all the three (3) Board Meetings held during the year ended 31 December 2010 since his appointment on 20 April 2010. SEG INTERNATIONAL BHD | Annual Report 2010 Directors’ Profile Datuk Chee Hong Leong Amos Siew Boon Yeong Independent Non-Executive Director Independent Non-Executive Director -Malaysian- -Malaysian- Datuk Chee Hong Leong, aged 47, was appointed to the Board on 21 February 2011. He is also a member of the Nominating and Remuneration Committees of the Company. Amos Siew Boon Yeong, aged 53, 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 Chartered Tax Institute of Malaysia. He is also a Certified Financial Planner and is a member of the Financial Planning Association of Malaysia. Datuk Chee graduated with a Bachelor of Engineering (Computer) in 1987 and Master of Business Administration in 1989, both from McMaster University, Hamilton, Ontario, Canada. Datuk Chee started his career in 1990 coordinating the development in corporate and annual strategic plans for the Leisure Holidays Group of Companies. In 1992, he ventured into various businesses which involved designing and building individual bungalows for landowners of various housing projects in the Klang Valley as well as building and operating a 100,000 sq ft Information Technology Incubation Centre in University Putra Malaysia. Subsequently, he joined Tanco Resort Berhad from 1998 – 2002 where he held various positions from General Manager to Executive Director/Chief Operating Officer. Currently, he is the Chairman of Kiara Susila Sdn Bhd, a property development company. He started his auditing career and professional training with the accounting firm Coopers & Lybrand 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 vast experience in auditing, tax planning, corporate finance and financial planning. He was also involved in numerous assignments on mergers and acquisitions, debt restructuring and liquidation. He is also a Director of EcoFirst Consolidated Bhd. Datuk Chee is the Independent Non-Executive Director of SYF Resources Berhad and Priceworth International Bhd (formerly known as Priceworth Wood Products Berhad), all listed on the Main Market of Bursa Malaysia Securities Bhd, as well as a Director of Speedtoyz Berhad, a public company. Amos Siew attended all the five (5) Board Meetings held during the year ended 31 December 2010. He is the Chairman of the Audit Committee and also a member of the Risk Management Committee of the Company. Datuk Chee did not attend any of the Board meetings held during the year ended 31 December 2010 as he was only appointed on 21 February 2011. 15 SEG INTERNATIONAL BHD | Annual Report 2010 Directors’ Profile Foo San Kan Goh Leng Chua Independent Non-Executive Director Independent Non-Executive Director -Malaysian- -Malaysian- Foo San Kan, aged 62, was appointed to the Board on 27 February 2007. He is a Chartered Accountant of the Malaysian Institute of Accountants. He is also a member of the Malaysian Institute of Certified Public Accountants, a fellow of the Institute of Chartered Accountants in England and Wales as well as the Chartered Tax Institute of Malaysia. Goh Leng Chua, aged 62, was appointed to the Board on 20 April 2010. He is also appointed as member of the Audit Committee of the Company. He obtained his Bachelor of Laws (Hons) Degree from Victoria University of Wellington, New Zealand in 1975 and thereafter in 1977, he obtained his Master of Laws. He also holds a Diploma of Environmental Management from the University of Auckland, New Zealand specialising in Environmental Law and Policy, Resource Management Policy and Strategy and Waste Management. He was the Country Managing Partner of Ernst & Young Malaysia from 1997 to 2002 before he retired as a practising accountant. He has 34 years of experience in the accounting profession, the last 30 years of which were spent in various positions in Ernst & Young including stints in several offices in East and West Malaysia. During the course of his career, he was involved in various industrial sectors including financial services, energy, manufacturing, plantations, property, construction, leisure and entertainment. His professional experience covers almost all aspects of the accounting profession, including but not limited to audit, receivership, liquidation, taxation, secretarial, corporate advisory and management consultancy and all services related to the Labuan Offshore Financial Services Authority (LOFSA). Leng Chua started his professional career as Legal Practitioner in 1976 and became the Councillor of KMC/MBKS in 1981. He is the Business Advisor in GLC Capital Sdn Bhd and Agritech (Sarawak) Sdn Bhd. He does not hold any other directorships in public companies. He has extensive experience in various areas of practice including estate planning, asset based financing, commercial law, natural resources and utilities and real estate. Leng Chua attended all the three (3) Board Meetings held during the year ended 31 December 2010 since his appointment on 20 April 2010. He is currently a Director of Symphony House Berhad, Star Publications (Malaysia) Berhad, OSK Holdings Berhad and Allianz Malaysia Berhad, listed on the Main Market of Bursa Malaysia Securities Bhd (“Bursa Malaysia”) and OSK Ventures International Berhad, listed on the Ace Market of Bursa Malaysia. He is also a Director of OSK Trustees Berhad, OSK Investment Bank Berhad, Allianz Life Insurance Malaysia Berhad and Allianz General Insurance Company (Malaysia) Berhad. San Kan is a member of the Audit Committee and Remuneration Committee of the Company. San Kan attended all the five (5) Board meetings held during the year ended 31 December 2010. 16 Save as disclosed above, none of the Directors has:- any family relationship with any director and/or major shareholder of the Company; - any conflict of interest with the Company other than those disclosed in the accompanying financial statements, if any; and - any conviction for offences within past ten (10) years other than traffic offences, if any. It’s About Passion “ Nothing great in the world has ever been accomplished without passion.” Georg Wilhelm Friedrich Hegel 1BTtTJPO 1BTtTJPOtBUF -noun1) A strong desire or compelling emotion 2) An extreme interest for doing something a) SEGi shows passion in our service and the delivery of the programmes -adjective1) expressing or showing strong feeling a) SEGi is passionate about producing the best and brightest minds SEG INTERNATIONAL BHD | Annual Report 2010 Messages from Key Management SEGi is no greenhorn when it comes to growth and I reiterate that SEGi performed commendably for the financial year 2009 and years previous to this. For 2010, however, I am proud to declare that SEGi has fared tremendously well. Yet again, SEGi has not only hit but outdone the target the Group set for itself. The 30.6% jump in revenue for 2009 appears dwarfed by the leap in 2010. SEGi’s full year profit after tax for the year ended 31 December 2010 rose an incredible 322 % to RM43.2 million from RM10.2 million. Revenue during the 2010 period increased 30.8 % to RM217.6 million from RM166.4 million in the previous year, whereas the net cash flow from operating activities improved to RM65.5 million from RM29.0 million. This multiple fold growth was made possible by a combination of internal and external factors. Within the year, SEGi University College had already launched a string of homegrown programmes on top of value-adding existing diploma and twinning degree programmes offered by the Group. The Group also benefited from the expanding market for local tertiary education due to rising costs abroad, and due to government initiatives for the education sector under the Economic Transformation Programme (ETP) and the 10th Malaysia Plan. SEGi is actively involved in the ETP especially as an appointed champion provider of early childhood and child care training to teachers and care-givers nationwide. But of course it isn’t always about the profits and bottom line. In 2010, the Group surpassed previous efforts in terms of Corporate Responsibility (CR). Perhaps the most influential of our CR initiatives in 2010, and one which had a great positive impact on local communities, was the launch of our Mobile Clinics project offering free health services to the public throughout the country. By capitalising on our strengths and our existing national and international collaborations, as well as focusing on the development of new and strategic partnerships, SEGi has become one of the leading institutions in providing quality education. With these and other ongoing initiatives, SEGi is poised for greater growth in 2011 and beyond. Lee Kok Cheng Group Chief Executive Officer 18 SEG INTERNATIONAL BHD | Annual Report 2010 Messages from Key Management I must say I am extremely proud that SEGi has outdone itself for the year 2010. The numbers show it all as to how well SEGi Education Group has performed. My most sincere congratulations and gratitude goes out to the leaders and supporters who have made this achievement possible. SEGi is poised for sustainable growth over the next 5 years after efforts by the management to streamline operations and to diversify its programmes, both homegrown and twinning. New partnerships with established international universities have strengthened the programmes currently offered at both diploma and degree levels. SEGi has also recently established the grounding for a branding and transformation exercise called the Transformation programme which commences in 2011. The Transformation programme will have no immediate financial impact on SEGi. Instead, it will assist the Group in achieving targets for the 2011 financial year and beyond. The five main strategic outcomes we aim to achieve are; produce graduates that are highly employable and soughtafter; offer a holistic student experience; display academic strength; be the best place to work; and achieve global brand recognition. The vision held under the Transformation programme is for SEGi to deliver happiness to all parties involved with SEGi, i.e. the students, shareholders and staff. Most importantly, we want to improve the quality of our services to the students and the programmes offered. The implementation of this exercise cuts across every level and section of the organisation to ensure synergy and effectiveness. This Transformation programme also falls in line with SEGi’s vision of achieving a top SETARA rating in the near future. I am positive that with the hardwork, focus and dedication of an exceptional staff force, SEGi can outshine again in 2011. Hew Moi Lan Group Chief Operating Officer 19 SEG INTERNATIONAL BHD | Annual Report 2010 Messages from Key Management 2010 was indeed an exciting and momentous year for the Group, filled with much success and milestones. SEGi took another step towards becoming a full fledged University in 2010 with the development and launch of key homegrown high-ticket programmes including Medicine and Optometry. In conjunction with the development and implementation of these programmes, SEGi University College is also proud to have attracted some of the industries best and brightest minds as well as set in place the extensive infrastructure and integrated curriculum, again demonstrating our commitment to becoming one of the leading institutions in providing a “unique competitive advantage” to enhance our communities. In addition to the development of these programmes, SEGi benefited from numerous academic and industry collaborations, further strengthening our service and delivery. One such collaboration was an agreement between SEGi University College and the University of Abertay Dundee whereby students graduating from our homegrown business and accounting degree programmes will receive an additional degree parchment issued by the University of Abertay Dundee, apart from the SEGi degree parchments. Looking ahead towards 2011, SEGi will continue in its efforts to attain University status. As such, we are focusing our efforts on SETARA, the MQA Rating System for Higher Education Institutions in Malaysia, with the vision of attaining the highest rating. SEGi has always been passionate about producing highly sought-after graduates and in 2011 we will launch a dedicated career services centre designed to develop soft skill and increase overall student employability. Another exciting development in 2011 is our launch of the Research and Innovation Management Centre (RIMC) intended to improve academic strength and research capabilities while also tapping into industry resources for R&D funding. With this RIMC in place, SEGi will be well poised to qualify for its University status. 2010 was an exciting year but 2011 promises to be even more instrumental in the future development of the University College and the Group as a whole. Emeritus Professor Dr Muhamad Bin Awang, FASc Vice Chancellor 20 SEG INTERNATIONAL BHD | Annual Report 2010 Top Management Team 1. 4. Cheryl Chong Poh Yee 2. Kang Ching Hong 3. Bruce Lim Aun Choong Executive Vice President, Corporate Planning & Services Executive Vice President, Corporate Affairs Vice President, Group Development Cheryl Chong joined the Group in 2000 and has more than 20 years of experience in the fields of accountancy, financial services and corporate services. Prior to joining the Group, Cheryl worked for another main board public listed company in Malaysia as the Financial Controller and in one of the top international accounting firms. She is a Certified Public Accountant with the Malaysian Institute of Certified Public Accountants and a Chartered Accountant with the Malaysian Institute of Accountants. She also holds a Master of Business Administration (International Business) Degree from University of Southern Queensland, Australia. Kang Ching Hong is a Certified Public Accountant with the Malaysian Institute of Certified Public Accountants and a Chartered Accountant with the Malaysian Institute of Accountants. He has more than 20 years experience in audit, corporate finance, merger and acquisitions and business operations. He has been actively involved in acquisitions, listings, several successful restructuring projects and reverse take-over exercises. Ching Hong was attached to Bluwater Developments Berhad as the Chief Financial Officer prior to joining SEG International Bhd as Executive Vice President, leading Corporate Affairs Division. Bruce Lim graduated with an Bachelor of Laws (Honours) degree from the University of London and holds a Certificate in Legal Practice. He taught law at various law schools in Malaysia, Singapore and Hong Kong for seven years. He then founded and became CEO of e-Smartlearning, which developed learning solutions and was responsible for the expansion of law programmes offered in Singapore and Hong Kong. He then moved on to Paramount Corporation Bhd and was involved in operations, sales and marketing for its Education Division, before joining SEG International Bhd as Senior Director, Group Marketing in 2002. Bruce also enjoyed a two year stint with the Government at the Ministry of Transport before assuming his current position in group development with SEGi. Ir Chew Siang Chye 5. Lilaine Lee Sook Mun Vice President, Projects & Infrastructure Director, Group Human Resource Chew Siang Chye graduated from Universiti Malaya with a Bachelor Degree in Civil Engineering in 1984, and was conferred Professional Engineer by the Board of Engineers Malaysia in 1994. He also obtained an MBA majoring in Finance from The University of Hull and MSc in Transportation & Logistics from the Malaysia University of Science and Technology in collaboration with Massachusetts Institute of Technology. Siang Chye has actively participated in various projects and gained extensive experience in design development, technical & cost planning and execution, branding propagation, procurement, facility management and project management. Lilaine Lee holds a Master of Business Administration from Oxford Brookes University, United Kingdom. Prior to joining SEGi, she was attached to a few Multi-National Companies, ranging from production house, property and construction, logistic, manufacturing and multilevel marketing, for more than 20 years during which the experiences there taught her to be openminded and accepting towards different cultures and ways of thinking. Lilaine’s philosophy is that the competitive edge to attract and retain talents in an organisation is to create a work environment where employees are valued and respected with meaningful work. 21 SEG INTERNATIONAL BHD | Annual Report 2010 Top Management Team 6. 9. 22 Victor Chan 7. Dr Hajjah Roswati Binti Rahmat 8. Chow Kim Wai Director, Group Marketing & Business Development Director, Regulatory Affairs & Curriculum Development Head, Internal Audit Victor Chan graduated in 1981 from Universiti Malaya with a Bachelor of Arts (Hons) degree majoring in Geography. He has more than 30 years of working experience in leading multi-nationals and local public listed organisations such as American Express, Yamaha, UPS and EON Bank. Prior to joining SEGi, he was working with other leading private tertiary education institutions where he held management positions in sales, marketing and business development. Dr Hajjah Roswati Binti Rahmat holds a Bachelor of Business Administration from Ohio University, US, a Master of Business Administration from Universiti Teknologi MARA and a Doctor of Business Administration from University of Newcastle, Australia. Her doctoral research is on the effectiveness of knowledge sharing in organisations. Dr Hajjah Roswati Binti Rahmat has more than 30 years experience in the corporate sector, including in the field of education. She is also a Certified Knowledge Management Facilitator and is a Certified Financial Planner. Chow Kim Wai graduated with a Bachelor of Commerce, major in Accounting from Auckland University, New Zealand in 1996. He also qualified as Certified Public Accountant in 2001. He was the Internal Audit Manager of a main board listed company prior to joining SEGi. Kim Wai has extensive experience in internal audit and risk management. Ng Kim Leng 10. Yong Lit Seng Senior Manager, Group Finance Senior Manager, Information Technology Ng Kim Leng graduated with a Bachelor of Accounting from Universiti Utara Malaysia. He is a Chartered Accountant with the Malaysian Institute of Accountants. His professional experience including but not limited to audit, taxation, corporate and management consultancy and the accounting profession. He was the Head of Finance and Operations of an engineering and construction company prior to joining SEGi. Yong Lit Seng specialises in the design, implementation and maintenance of computer network systems, and in the support and administration of general computer systems. He has extensive experience in analysis, design, implementation and evaluation of many aspects of multimedia computing using new and established techniques and software tools. He is currently the Senior Manager, leading the Information Technology Department. SEG INTERNATIONAL BHD | Annual Report 2010 Top Management Team 11. Adeline P’ng Aih Teang 12. Hew Ling Sze 13. Lawrence Ngu Herng Hwa Manager, Legal Services Company Secretary Principal, SEGi College Kuala Lumpur Adeline P’ng graduated with a Bachelor of Laws (Hons) degree from the University of London in 1999. She holds a Master of Business Administration. She has extensive experience in various areas of practice including corporate, commercial, litigation and various fields of debt recovery. She is currently leading the Group Legal Department. Hew Ling Sze is an Associate of The Institute of Chartered Secretaries And Administrators, qualifying in 1996. In 1997, she graduated with a Master of Business Administration majoring in International Investment from Universiti Kebangsaan Malaysia. She led the Corporate Affairs Department of a main board listed company and gained exposure in corporate planning. She has more than eighteen (18) years of experience in corporate, management consultancy and secretarial services. Lawrence Ngu holds a Master in Business from the University of Newcastle and ICSA professional qualification. His tenure with SEGi stretches back to 1993 when he joined the then Systematic College, Kuala Lumpur (now known as SEGi College Kuala Lumpur) after serving a period as Chief Executive of another educational institution. He then rose in the ranks within SEGi until assuming his current position three (3) years ago. 14. Dr Lisa Tan Saw Poh 15. Stella Lau Kah Wai Principal, SEGi College Subang Jaya Principal, SEGi College Sarawak Dr Lisa Tan holds a DBA from University of South Australia and MBA from the University of Bath, UK. She also has a Diploma in Education from Singapore University and B.Sc (Hons) from the University of London. Dr Lisa has worked with the Singapore Ministry of Education and private institutions of higher learning for more than twenty (20) years and has vast experience in the field of education and management. Her experience covers work with governmental bodies in Malaysia, China, Philippines, Vietnam and Ghana, Africa. Stella holds a Bachelor of Arts in Business Administration and Management Science from the University of Canterbury, New Zealand. Stella Lau has been working with SEGi College Sarawak for more than eleven (11) years, during which time she has made her way up through the ranks to her current position as Principal, which she has held for more than four (4) years. 23 SEG INTERNATIONAL BHD | Annual Report 2010 Top Management Team 16. Jeffrey Goh Beng Poh 18. Chong Weng Lian Principal, Kolej SEGi Seri Kembangan Vice President, Operations, SEGi University College Jeffrey Goh has over 20 years of experience in Marketing and Management having worked locally and overseas with leading multinational organisations. Jeffrey holds a Masters in Business Administration from The University of Hull, United Kingdom and a Postgraduate Diploma in Marketing from the Chartered Institute of Marketing, UK. He also holds the London Higher Diploma in Marketing with distinction. Annuar Zamzury bin Jolis attained his Bachelor of Applied Science (Hons) Degree from University of Science Malaysia in 1995. He is the Fellow (FIMI) member of The Institute of Motor Industry, United Kingdom and was appointed National Resources of Industry Expert and External Verification Officer, Malaysian Skills Certification by Malaysian Government. Prior to joining SEGi, he was the Chief Operating Officer of Yayasan Basmi Kemiskinan and EIC Associates (M) Sdn Bhd, responsible for the total strategies and control of the operations and business management functions of the colleges and training centres. Chong Weng Lian has more than 28 years experience working in the education industry. Prior to joining SEGi, she held senior positions with numerous Malaysian private institutions of higher education, including Chief Executive of Life College from its origin in 2003 to 2010. She was also a pioneer staff of KDU College from 1983 to 2000, lastly holding the position of Registrar responsible for overseeing nine (9) departments. Weng Lian is certified with The Institute of Chartered Secretaries and Administrators. 19. Adrian Thong Chee Thim 24 17. Annuar Zamzury bin Jolis Principal, SEGi College Penang 20. Helen Ngu Moi Hiong Director, Sales & Marketing, SEGi University College Vice Principal, Operations, SEGi College Sarawak Adrian Thong graduated with an MBA from Asia International Open University and also holds a BA (Hons) from the University of Wales. He is a Certified Financial Planner (CFP) with the CFP Board of Standards, Inc, USA, and also holds the Capital Markets Services Representative’s Licence (CMSRL) issued by the Securities Commission of Malaysia. Adrian has held senior management positions in the fields of internal auditing, corporate planning, operations, business development and marketing in various industries. Prior to joining SEGi UC, he held the position of General Manager in M&A Securities Sdn Bhd, a local stock broking company. Helen Ngu holds a Master of Business Administration and a Graduate Diploma in Business and Management from the University of Sunshine Coast, Australia. She has been working with SEGi College Sarawak since October 2005. Prior to joining SEGi, Helen worked in the area of operations for large national companies in the banking, building, manufacturing, housing and construction industries. SEG INTERNATIONAL BHD | Annual Report 2010 Key Academic Team 1. 4. Emeritus Professor Dr Muhamad Bin Awang, FASc 2. Professor Dr BC Tan Vice Chancellor Deputy Vice Chancellor (Academic Affairs) Prof Muhamad Awang received his PhD specialising in air pollution and vegetation from the University of Sheffield, the United Kingdom, in 1979. He was a Professor of Environmental Sciences at the Faculty of Environmental Studies, Universiti Putra Malaysia (UPM) and was a Deputy Vice Chancellor of Academic Affairs at UPM between June 16, 2000 and April 7, 2005. He is best known for his teaching and research on Air Pollution and Tropical Ecosystem Physiology and Environmental Science Management. Prof Tan has a PhD from the University of Wales. He was previously the Professor of Fundamental Physics and Dean of the Institute for Advanced Studies in the University of Malaya. His specialization was in experimental laser physics. Professor Tan was previously also the Managing Director of Hong Leong Engineering and CEO of another educational institution. He was a Fulbright Scholar and had held Visiting Professorships in several foreign universities in the UK and the USA. Professor Dr Azrin Esmady Ariffin 5. 3. Dato’ Professor Dr Jamaludin Mohaiadin Deputy Vice Chancellor (Student Affiairs) Dato’ Prof Jamaludin holds a Master of Education in Project Management and Evaluation and a Doctor of Education in Instructional Design and Technology from the University of Pittburgh, US. He was formally the Deputy Vice Chancellor of Student Affairs in Universiti Sains Malaysia (USM). He was also the Director of Center for Instructional Technology and Multimedia in USM. Dato’ Professor Jamaludin was also a consultant to a number of universities in multimedia curriculum design, establishing instructional technology centers and academic training programmes. Professor Dr Atiya Ab Sallam Foundation Dean, Faculty of Optometry & Vision Sciences Foundation Dean, Faculty of Medicine Prof Azrin attained his Bachelor of Optometry with Honours in 1984 from the University of New South Wales in Australia and earned a PhD in Clinical Optometry in 1993 during a stint at City University/Moorfields Eye Hospital in London. Prof Azrin began his academic career at Universiti Kebangsaan Malaysia in 1985, and was Head of Optometry Department from 1996 to 2003. He is also on the Malaysian Optical Council and various professional committees. His research interest is in the field of Visual dysfunction in ocular disease, and he also maintains a clinical interest in the area of Further Ophthalmic Investigations. Prof Dr Atiya obtained his Bachelor of Medicine, Bachelor of Surgery (M.B.,B.S.) from Universiti Malaya in 1979. He also obtained a Diploma in Aviation Medicine from the United States Air Force, a Master of Public Health from Universiti Malaya and a Master of Science in Medical Statistics from the University of London. Prof Atiya has been in education for more than 23 years and prior to his appointment as Foundation Dean for the Faculty of Medicine with SEGi University College, Professor Atiya was a Professor and Head for the Department of Social and Preventative Medicine, Faculty of Medicine, Universiti Malaya. He has served in various academic and research committees besides supervising PhD students in medical and health related fields. 25 SEG INTERNATIONAL BHD | Annual Report 2010 Key Academic Team 6. Associate Professor Dr Tey Kim Kuan Acting Dean, Faculty of Pharmacy 7. Datuk Dr Fawzia Binti Dato’ Abdullah 8. Datin Devagey A/P K. Raru Dean, Faculty of Nursing Foundation Dean, Faculty of Dentistry Associate Professor Dr Tey obtained her Bachelor of Pharmacy in 1991 from University of Bradford and her Doctor of Philosophy from The University of London. She has more than 20 years experience as a pharmacist, having worked with various disciplines of pharmacy including hospital, community and industrial pharmacy both in UK and Malaysia. Prior to joining SEGi, she was attached to International Medical University, holding the positions of Head of Department and Programme Coordinator. She is a member of numerous professional bodies and committees. She also conducted and supervised multidisciplinary research in various aspects of pharmacy practice and pharmacy education. 9. 26 Dr Doris Pamela Alexius Datuk Dr Fawzia obtained her Bachelor of Dental Surgery from the University of Signapore and her Diploma in Dental Public Health from The Royal College of Surgeons of England. Prior to joining SEGi, Datuk Dr Fawzia worked with the as Foundation Dean Ministry of Health for 32 years and refired, as the Director of the Oral Health Division. She was also a Member of the Public Services Commission from 2000 to 2005. Datuk Dr Fawzia is a member of numerous professional bodies and her research includes studies into the oral health of school children. 10. Alfred Wong Kong Wai Deputy Principal, Academic, SEGi College Kuala Lumpur Deputy Principal, Academic, SEGi College Subang Jaya Dr Doris Alexius holds a Bachelor of Science in Zoology from Madras University, India, a Master of Business Administration in International Business from RMIT, Australia and a Doctor of Business Administration from University of Newcastle, Australia. A science graduate trained in genetics, microbiology, laboratory technology and biochemistry, she diversified to complete her MBA to gain a business perspective in managing Allied Health Science programmes. Her Doctoral research is on ethics and corporate social responsibility. Dr Doris Alexius has over 20 years experience as a tertiary educator and administrator. Alfred Wong holds a Bachelor of Business Administration with a major in Information Systems and a Master of Business Administration with a major in Finance from the University of Toledo in the US. Alfred Wong has more than thirteen (13) years experience in the education industry and, prior to joining SEGi, worked with a well known private institution of higher learning in Malaysia, holding the position of Academic Director and most recently Dean for the School of Business. Datin Devagey holds a Master of Counselling from Universiti Malaya and a Bachelor of Science with Honours in Nursing from Anglia University in the UK, among numerous other nursing and healthcare qualifications. Prior to joining SEGi, Datin Devagey held senior positions in nursing colleges, training centres and hospitals. She is a member of Nursing Board Malaysia, Nurses Examination Board and Nursing Curriculum Committee, as well as other healthcare associations and committees. SEG INTERNATIONAL BHD | Annual Report 2010 Key Academic Team 11. Alan Tan Sze Ming 12. Dr Steven Baptist 13. Tang Choong Pang Vice Principal, Academic, SEGi College Sarawak Registrar, SEGi College Kuala Lumpur Head, Examination Unit, SEGi College Kuala Lumpur Alan Tan holds a Master in Education with a major in Curriculum and Instruction from Asia e-University and a Graduate Diploma in Marketing from the Chartered Institute of Marketing in the UK. Alan Tan has been working with SEGi College Sarawak since 2002 and was appointed as Vice Principal (Academic) in January 2010. Prior to working with SEGi, Alan Tan held management positions with various national and mutlintional companies driving their marketing initiatives. Dr Steven Baptist holds a Doctorate from University Putra Malaysia specialising in Creative Thinking Development, a double Masters in Chemistry as well as an Executive MBA from University of Western Sydney, Hawkesbury, a double degree in Industrial Chemistry as well as a Law Degree from University of London. Dr Baptist started off as a lecturer some years ago teaching at various levels right up to Masters. While being an educator he continuously upgraded his skills and knowledge. In his current position as Registrar, he oversees the academic programs, in particular government approvals and accreditation processes. Tang Choong Pang holds a Master of Business Administration from Universiti Malaya and a Graduate Certificate in Tertiary Teaching from University of Southern Queensland, Australia. He is a Certified Public Accountant with the Malaysian Institute of Certified Public Accountants and a Chartered Accountant with the Malaysian Institute of Accountants. Choong Pang has been with SEGi College Kuala Lumpur for more than nineteen (19) years. Prior to joining SEGi, he held accounting positions with large multinational corporations. 14. Lydia Foong Yoke Yean Dean, Faculty of Education & Social Sciences, SEGi College Subang Jaya Lydia Foong has been involved in early childhood education for 20 years, both locally and in the UK. She holds a St Nicholas Montessori Diploma, a Certificate in Montessori Primary Education, a BEd (Hons) from University of Greenwich, and an MEd in Management from Universiti Malaya. She is a member of the Association for Registered Childcare Providers and National Association for Childcare and Education, Malaysia. Lydia is currently spearheading the NKEA project for Early Child Care and Education Training initiatives as part of the Economic Transformation Programme, in which SEGi is appointed champion. 27 It’s About Quality “Quality is never an accident; it is always the result of high intention, sincere effort, intelligent direction and skillful execution; it represents the wise choice of many alternatives.” William A. Fostert 2VBMtJtUZ 2VBMtJtUZ -noun1) Character with respect to fineness, or grade of excellence 2) An accomplishment of attainment a) SEGi strives for quality on everything they do, from programme content and delivery to the infrastructure and facilities -adjective1) Of or having superior quality 2) Providing services of high quality or merit a) SEGi is sought out as an institution of choice by students and employers alike for the high quality of their programmes and graduates SEG INTERNATIONAL BHD | Annual Report 2010 At Our Heart SEGi Programmes At SEGi, students are exposed to a variety of learning methods including lectures, seminars, workshops and presentations as well as practical experience in laboratories and on the job. SEGi also draws a large number of top-notch academics and captains of industries into its community, who serve as academic advisors, lecturers, examiners and moderators. SEGi continues to develop new programmes to meet the current and future demands of the industry. Efforts are undertaken to ensure SEGi’s range and quality of academic and training programmes are constantly upgraded and repackaged to remain competitive and to sustain its leadership position in the private education sector. Through these efforts, thousands of Malaysian youths and international students who have undergone studies or training at SEGi, have gone on to write their own success stories. PRE-UNIVERSITY Pre-University programmes are designed to provide the right foundation for academic progression. At SEGi, programmes are complemented with a complete learning experience, orienting students into a college environment and preparing them for graduate studies at university level in disciplines of business, arts, engineering, IT, medical and health sciences. Students who complete their SEGi pre-university studies are able to gain entry into degrees from over fifty universities worldwide. MEDICINE The SEGi University College Faculty of Medicine strives to produce medical professionals who are lifelong learners and who endeavour to keep abreast of advances in medicine so as to ensure the community receives appropriate and effective care. This is made possible through diverse teaching and learning experiences that are student and patient centred promoting holistic care and emphasising professional and ethical values. The SEGi University College medical programme is designed for students who believe that they can make a difference to others’ lives through better health by being safe, caring and exceptional doctors. This programme prepares aspiring doctors for a challenging career covering promotive, preventive, therapeutic and rehabilitative medicine. OPTOMETRY & VISION SCIENCES The SEGi University College Faculty of Optometry & Vision Sciences is responsible for educating future optometrists, and is committed to offering quality accredited programmes that equip graduates with the knowledge and skills to cope with the ever growing and evolving scope of practice for Optometry. The Faculty boasts laboratories and clinical facilities that are on par with the leading local and international universities that offer undergraduate Optometry programmes. As well as utilising top facilities, students will be trained by optometrically qualified full-time lecturers whilst also benefiting from the expertise of external visiting lecturers comprising Biomedical Scientists, Medical Practitioners, Ophthalmic Surgeons and Practicing Optometrists. The small class sizes also allow students to enjoy the opportunity to interact closely with the academic staff. PHARMACY Pharmacy is the branch of medical science concerned with the sources, nature, properties, preparation and safe effective use of medicinal drugs. Pharmacists are key professionals in the healthcare system who formulate and dispense drugs and work closely with doctors and patients in providing advice on the management of a patient's medication. A degree in pharmacy aims to integrate scientific, clinical and professional knowledge with communication skills, providing graduates with the expertise to contribute effectively as a pharmacist within the future healthcare system. Students learn both chemical and physiological knowledge as well as pharmacy practice through problembased learning, workshops, seminars and laboratory work. DENTISTRY Good oral hygiene is important for maintaining not only the health of one’s mouth and teeth but for overall health, and the advantage of proper preventative dental care should not be underestimated. Poor oral health has been linked to heart and lung disease, diabetes, stroke, extremely high-birth 29 SEG INTERNATIONAL BHD | Annual Report 2010 At Our Heart - SEGi Programmes weight, and premature births, and many dental practioners will argue that oral health is a strong indicator of overall well-being. The SEGi University College Faculty of Dentistry is among the latest additions to the wide range of study areas available. The Faculty boasts its own dental clinic with practicing inhouse dentists. Here, students are given handson practical sessions, providing them with an insight into working with both dentists and patients alike. The dental clinic comes complete with a reception, a waiting area and a dental records room, and is tailored to meet industry standards, undergoing regular spot checks by various health agencies. Dental services are open to students, lecturers and other staff, as well as to the public. NURSING There is a growing demand for health professionals in Malaysia and worldwide, and SEGi is poised to respond to such demands by providing a range of nursing and health science programmes. Nursing at SEGi has created significant impact in the healthcare practice by imparting to students the scientific basis of nursing and its application in the holistic care of patients. This has enabled them to participate actively and effectively as members of the healthcare team. 30 For their Nursing Programmes, SEGi has built strong connections with public and private hospitals throughout Malaysia and has received recognition from the Ministry of Higher Education, Malaysia as well as the Malaysia Nursing Board. ALLIED HEALTH SCIENCES The programmes offered under the Faculty of Allied Health Science are designed to equip students to become skilled professionals within their respective industries with the aim of advancing the complete performance of healthcare provided in a growing and dynamic healthcare setting. The Faculty aims to address the pressing healthcare workforce shortage in the region by preparing healthcare providers to be a skilled, compassionate and proficient, providing optimal services to the society at large, and enhancing their competency through problem-based learning and well as developing effective communication and leadership skills. BUSINESS & MANAGEMENT Managers and business professionals deal with a range of complex issues on a daily basis and are expected to make business decisions in the face of constant economic and social change, while adapting and relating to both local and global market changes. Innovative graduates with business knowledge and savvy skills accelerate organisational growth and competitiveness. The Business and Management programmes available at SEGi aim to produce graduates capable of managing effectively across the broad range of disciplines required in today’s challenging and rapidly changing business environment. By increasing and enriching knowledge across a broad range of business disciplines, students gain a firm grounding in key management skills and techniques essential to financial, strategic and knowledge management. ACCOUNTANCY & FINANCE Accountancy & Finance are some of the world’s fastest growing and most dynamic industries, encompassing a broad range of organisations that deal with the management of money. Today the Accountancy & Finance fields have many faces and a professional in either or both areas is expected to undertake more than just ‘number-crunching’. They are more often expected to have a variety of skills relevant to business advising and planning as well. Due to the wide scope and demand for such professionals, these degrees are the kind that can take graduates anywhere. SEG INTERNATIONAL BHD | Annual Report 2010 At Our Heart - SEGi Programmes Accountancy and Finance training provides substantial skills for organisational planning and growth. The Accounting and Finance programmes at SEGi provide students with the opportunity to develop important practical skills such as analytical thinking, problem-solving, team work and communication. This mix of academic and practical skills is highly attractive to employers. MARKETING Marketing is a dynamic and expanding discipline that looks at developing strategies and tactics used to identify and anticipate consumer requirements, create strategies for the development and design of products and services, and making decisions about their pricing, promotion and distribution, resulting in value for both the customer and the organisation. In an increasingly competitive business world, marketing is becoming ever more recognised as a vital component in ensuring the growth and success of organisations. At the same time, marketing cannot simply be ventured into without any expertise or planning. Organisations need to develop the right course of action required to target their specific market segment in order to grow the business and effectively market their product or service. The Marketing programmes available at SEGi will provide students with the skills necessary to analyse market needs, define target markets, create marketing strategies and unlock business opportunities in a competitive environment. The programmes will also develop students’ practical skills and knowledge including analytical skills, problem-solving skills, team-work skills, and the ability to communicate effectively within a business environment. The Human Resource Management (HRM) programmes available at SEGi are designed to teach students how to deal with and manage human resources at the workplace, developing knowledge across areas including terms of employment, staff motivation, HR legal issues, teamwork and payroll. The programmes available at SEGi are industry driven and are designed to equip students with the necessary skills and knowledge required to pursue a career or further studies. HUMAN RESOURCE MANAGEMENT Human resource management is concerned with the administration and development of an organisation’s personnel. Arguably the most important asset of any company, an organisation’s personnel are the ones who individually and collectively contribute to the achievement of its business objectives. LAW As a commonwealth country, Malaysia practices common law system as in the United Kingdom. As such, SEGi collaborates with the University of London (UK) to offer the Bachelor of Laws (LLB) programme, as well as offering the SEGi homegrown Diploma in Law. As more organisations recognise the need to ensure their people are trained and managed in ways that support organisational goals, human resource management is increasingly becoming an integral part of organisational strategy. With the increasing significance and complexity of the human resource functions and workplace legislation, including workplace health and safety and employee rights, there is increasing demand for professionals with a human resource background. In a world where degree providers are rapidly increasing, the University of London LLB offers the security of an internationally recognised 'gold standard' established for over 100 years. The University of London was the first to offer a degree in English Law in the 1890s. Upon graduation students will join a distinguished group of solicitors, barristers and judges around the world who began their careers by obtaining their law degree through the University of London International Programmes. 31 SEG INTERNATIONAL BHD | Annual Report 2010 At Our Heart - SEGi Programmes The Law programmes available at SEGi are ideal for students who wish to obtain a qualification of international standing en route to a successful career as a practising lawyer. The programmes aim to promote independent learning, develop key intellectual transferable skills, develop critical awareness, and strengthen students’ understanding into the language of law. TECHNOLOGY & COMPUTING The world is increasingly dependent upon the use of technology and information where technological development and its adoption by organisations is central for the transformation of management culture, lifestyle and the global economy. The art of representing information by technology is fast becoming an inexact and blurred science. The information engineer of the future must be equipped with the appropriate skills to meet these challenges. SEGi’s Technology & Computing programmes are comprehensive and relevant to industry and continue to attract top students and academics. They aim to provide graduates with the opportunity to apply adaptive skills and knowledge to a field that is transforming contantly, especially in the conduct of everyday business and communications. 32 ENGINEERING SEGi offers an impressive range of engineering programmes that focus on a student-centric environment, where students interact with teaching staff from Malaysia as well as staff from our partner universities worldwide. Students will work in technically advanced laboratories and workshops at SEGi campuses, providing them with the essential tools in the development of skills and knowledge. SEGi offers an impressive range of disciplines from Foundation and Diploma through to Bachelor degrees. Its students have gone on to write many success stories and the Faculty is proud to count more than 200 students who obtained First Class Honours in engineering from top-notch universities worldwide. BUILT ENVIRONMENT The term ‘built environment’ refers to the structures, and infrastructure, that are man-made. This can include everything from simple housing to entire cities, and even man-made outdoor environments. Built environments provide the basic necessities for human life, and therefore must be functional and healthy for all. Finding this balance is a complicated and challenging process, and one that is consistently being refined. Built Environment encompasses a variety of disciplines including architecture, construction, project management, environmental design and planning. Students studying built environment programmes at SEGi will address professional, industrial and consultancy activities while also exploring the relationship between the buildings/ cities and the individuals, communities and organisations that inhabit them. CREATIVE ARTS & DESIGN The Faculty / School of Creative Arts & Design started as MSC International College and was set up to be the premier centre for media, art and design education and Malaysia. The SEGi Creative Arts and Design programmes range from being highly conceptual to those that are deeply practical requiring a specific skill set. With that said, creativity is at the core of all that is executed and taught at SEGi. Students are not only provided with a qualification or skill in creative arts and design, but are prepared to brave the challenges of the industry when they step into the working world. SEGi aims to expand the boundaries of teaching and learning by using the latest technologies, ensuring graduates are at the forefront of art and design industries in the new millennium. SEG INTERNATIONAL BHD | Annual Report 2010 At Our Heart - SEGi Programmes EDUCATION & SOCIAL SCIENCES Early childhood education applies specialist knowledge in the teaching and nurturing of pre-school children and often focuses on children learning through play. Early childhood education takes many forms depending on the beliefs of the educator or parent and is a crucial part of a child’s development, affecting how they see themselves, how they see others and how they develop thoughts. For this reason it is imperative that early care programmes emphasise links with family, home culture, and home language as well as the educator themselves. PSYCHOLOGY Psychology is both an academic and applied discipline concerned with the scientific study of mental processes and behavior. Psychology seeks to explain thought, emotion and behaviour in the context of real life. The SEGi Diploma in Psychology aims to produce graduates with intellectual aptitudes, independence and transferable skills for employment and/or further studies. Students can also apply the basic psychological theories and principles to significant areas of human activities such as healthcare, education, management, social welfare, and many more. HOSPITALITY & TOURISM There is tremendous growth in the hotel and tourism industry as businesses and people are spending more money on leisure than ever before. Therefore, this sector of the industry is one of the largest and fastest creators of employment. There is a need for educated and trained people who can be counted on to deliver first class services. The hospitality and tourism programmes available at SEGi are designed to equip students with the skills and knowledge that are increasingly in demand by today’s employers. Students will study highly relevant modules that cover marketing, destination management, human resources, information management, planning and research, among others. During the programme, students will also develop wider skills in communication, team work, problem-solving, use of information technology and application of numbers, essential to launch their careers and provide a framework for lifelong learning. AMERICAN DEGREE PROGRAM The Upper Iowa University (UIU) Bachelor of Science (4+0) program at SEGi University College provides students with the opportunity to experience US-styled education. This style of education focuses heavily on the practical elements of learning with an emphasis on classroom interaction between the students and lecturers as well as group projects, presentations and field trips outside of the classroom. The American Degree Program focuses more on assessing students through course work and allocates less percentage to mid-term and final examinations. PROFESSIONAL COURSES For those students wishing to complete professional courses in the fields of business, commerce or accountancy, SEGi collaborates with the Association of Chartered Certified Accountants (ACCA) and the Association of Business Executives (ABE) to further enhance their career and development. Students who wish to complete professional programmes related to computing and technology can also undertake any of the following programmes: - The UIU Bachelor of Science (4+0) program also allows for full completion locally at SEGi with the flexibility to interchange between SEGi and UIU’s Fayette Campus in the United States. Students studying the UIU Bachelor of Science (4+0) program can choose from one of 7 majors including: Management, Marketing, Finance, Communications, Business Administration, Human Resource Management, International Business and Psychology. Students can also elect to combine 2 areas of interest as a double major. POSTGRADUATE STUDIES Today’s business environment demands professionals with expert knowledge and business savvy. Highly acclaimed and internationally recognised, the postgraduate programmes offered at SEGi are intended for enterprising individuals seeking to holistically combine their expertise with general management skills. SEGi is a clear leader in the adult learners segment and offers flexible and part-time learning modes. Certified Ethical Hacker (CEH), in collaboration with EC-Council Computer Hacking Forensic Investigator (CHFI), in collaboration with EC-Council AutoCAD, in collaboration with Autodesk Inventor, in collaboration with Autodesk VOCATIONAL & TRAINING COURSES SEGi firmly believes that vocational training is important in complementing academic programmes and ensures that the relevant practical training is provided to students. SEGi’s vocational training programmes are suitable for students who are not academically inclined to obtain skills-based training. Its training centres provide vocational courses with Sijil Kemahiran Malaysia (SMK) qualification from the Skills Development Department or JPK, in the disciplines of Automotive, AirConditioning Repair & Maintenance, Civil Draughting, Computer Systems Maintenance, Information Systems Administration, Multimedia Design, Graphic Design, Beauty Therapy, Hotel & Tourism and Business Administration. 33 SEG INTERNATIONAL BHD | Annual Report 2010 Strong Foundation The SEGi Premises SEGi COLLEGE KUALA LUMPUR SEGi COLLEGE SUBANG JAYA SEGi COLLEGE PENANG From its humble beginnings in 1977, the SEGi Kuala Lumpur campus has grown from strength to strength and now offers a wide range of programmes from foundation to master degree level in business, accounting, marketing, hospitality, tourism, IT and health science. The modern 12-storey Subang Jaya campus, which opened its doors in January 2006, is located within the ‘college belt’ of Subang Jaya and has a capacity to accommodate 6,500 students. The campus comprises modern facilities, classrooms and laboratories equipped with the latest technologies. SEGi College Penang serves as SEGi’s education hub to students in the Northern Region of Malaysia. The campus is situated in Green Hall and comprises modern facilities and a conducive study environment, providing students with a more complete learning experience. Amenities are also convenient and readily available with eateries, banks, shopping malls and public transport located nearby to the college. The SEGi College Kuala Lumpur campus is strategically located in the capital city of Malaysia where students enjoy cosmopolitan living with easy access to all modern amenities of the city such as the Light Rail Transit (LRT), buses, shopping malls, banks, restaurants, tourist attractions, entertainment spots and more. 34 SEGi College Subang Jaya offers programmes in the fields of business and accountancy, information technology, engineering, built environment, nursing and hotel & tourism. SEGi College Subang Jaya is also the lead centre for creative arts and design, early childhood education and the increasingly popular American Degree Program. SEGi College Penang offers programmes in business, accounting, marketing, human resource, early childhood education, mass communication, information technology, computing, nursing, hotel management and tourism. SEG INTERNATIONAL BHD | Annual Report 2010 Strong Foundation - The SEGi Premises SEGi COLLEGE SARAWAK SEGi COLLEGE SERI KEMBANGAN SEGi TRAINING CENTRES SEGi College Sarawak is positioned as the gateway for the Group to East Malaysia and today stands as one of the largest private colleges in East Malaysia, boasting three campuses within close proximity of each other. Since its inception, SEGi College Sri Kembangan has prepared and educated thousands of trainees and students for employment in the fields of business, accounting, marketing, creative design, automotive technology, information technology, hotel management and tourism. SEGi also has four training centres which are approved by the National Vocational Training Council (MLVK). They are located throughout Malaysia, namely in Seri Kembangan, Pulau Indah, Kuala Lumpur and Kuching. The main campus is situated at the heart of the capital city and provides programmes in the fields of management, accountancy, hospitality, law and information technology. The newly opened Faculty of Nursing and Allied Health currently offers diplomas in nursing, medical laboratory technology and environmental health. The third campus is the Training Centre where vocational courses are conducted. With its team of dedicated and highly qualified lecturers, the college has established itself as one of the leading providers of quality education in the national language, particularly for the Malay speaking market. The college comprises modern facilities including computer laboratories, large lecture rooms, an automotive workshop, an auditorium, hospitality training rooms and a training kitchen. SEGi Training Centres currently offer vocational and training programmes in civil draughting, airconditioning maintenance, electronic servicing, information systems, computer programming, multimedia design, graphic design, beauty therapy, tourism, food and beverage service, administration and automotive technology. SEGi UNIVERSITY COLLEGE, KOTA DAMANSARA The flagship University College campus is strategically located at a 10-acre site in Kota Damansara. The purpose-built campus has academic, research and recreational facilities, providing a complete learning experience for up to 12,000 students, and is located within city limits nearby to amenities and public transport services. SEGi University College is the lead centre for the health science programmes, boasting extensive infrastructure and learning facilities to cater for the medicine, optometry, pharmacy, dentistry and nursing programmes. The University College also provides industry driven programmes in business and accounting, engineering and built environment, computing and technology, hospitality and tourism, creative arts, as well as the popular American Degree Program. 35 SEG INTERNATIONAL BHD | Annual Report 2010 Strategic Collaborations University & Corporate Partners SEGi has built strong global connections with first-class universities worldwide as well as corporate links with many large companies, offering graduates a variety of internationally recognised qualifications and proven links with industry. SEGi’s consortium of global partners consists of top-notch universities such as The University of Sheffield, University of Sunderland, University of Greenwich, University of Abertay Dundee, Teesside University and University of London International Programmes from the UK; Upper Iowa University from the US; University of Southern Queensland from Australia and Wanganui School of Design from New Zealand. 36 SEG INTERNATIONAL BHD | Annual Report 2010 Strategic Collaborations University & Corporate Partners THE UNIVERSITY OF SHEFFIELD is a leading research university located in Sheffield in South Yorkshire, England, and has thus far produced five Nobel Prize winners. University guides confirm its position as one of the UK's leading universities and the University is constantly ranked amongst the top 20 universities in Britain and Europe according to The Good University Guide. Recently, the 2010 Virgin Guide to British Universities affirmed that "Sheffield is a top university across the board". The University's history stretches back to 1828. Teaching quality assessments rate the teaching at The University of Sheffield very highly across a wide range of subjects. Official research assessments confirm The University’s reputation as a centre for worldclass research in many disciplines. THE UNIVERSITY OF SUNDERLAND is well recognised as an innovative, forward-thinking university with high standards of teaching, research and support. The University has strong links with industry and business, and works closely with some of the world’s leading companies. According to Guardian League Tables 2011, University of Sunderland was ranked 2nd in tourism and ranked 14th in business and management studies. In 2010, the University of Sunderland won the UK's top student experience title at the annual Times Higher Education (THE) awards 2010. It is the sector's most prestigious national awards. THE UNIVERSITY OF GREENWICH (UOG) is a British university located in London, England. The University traces its roots to 1890, when Britain’s second polytechnic was opened near the Thames at Woolwich. UOG was awarded University status in 1992. UOG won the Queen's Anniversary Prizes for Higher and Further Education in 2008. It also has links with further education colleges in the Thames Gateway area, including Bexley College and North West Kent College, and plays a regional role in training teachers, nurses and social care professionals. It also houses research and consultancy in architecture, landscape architecture, employment relations, fire safety, natural resources, social network analysis, education, training, educational leadership and public services. The University has established research partnerships with the European Space Agency and many large pharmaceutical companies. The University of Abertay Dundee (UAD) has a long history as one of Scotland’s leading universities. Being among Scotland’s top three institutions for research funding, UAD has an entrenched reputation for professionalism in offering career-driven higher education. It received top ranking by UK’s Quality Assurance Agency when 79% of graduates gave the ‘thumbs up’ for the University’s teaching methodologies and learning approaches. All of UAD’s researchers are also involved in teaching and developing courses, giving students the chance to learn from world leaders every day. Combine this with the fact that the University has an average of one lecturer for every seventeen students and you have one of the best dedicated universities in Scotland. 37 SEG INTERNATIONAL BHD | Annual Report 2010 Strategic Collaborations University & Corporate Partners TEESSIDE UNIVERSITY is a dynamic, energetic and innovative university which, in a double accolade, won University of the Year and Outstanding Employer Engagement Initiative in the Times Higher Education awards in 2009. Located in Middlesbrough, England, Teesside University has a student body of 27,954 students as of the 2008-09 academic year. UIU has produced a long and distinguished list of alumni who include one of the founders of YMCA and a Nobel Peace Prize winner, the first Speaker of the U.S House of Representatives, a world famous archeologist and scholar of the Dead Sea Scrolls, and a founder of a Fortune 500 Company (Target stores), a current and former United States Senator, just to name a few. With 80 years of innovative education, Teesside is one of the top universities in the UK dedicated to delivering quality education. The Quality Assurance Agency for Higher Education has thus far identified units of teaching "excellence" in art & design, computer science, history, social work, sport & exercise, electrical & electronic engineering, nursing, the Foundation Degree in chemical technology and a number of subjects allied to medicine. THE UNIVERSITY OF SOUTHERN QUEENSLAND (USQ), which was established in 1967, is based in Toowoomba, Queensland. The University is seen as one of Australia’s leading providers of education both on-campus and through its distance education option. With more than 75 per cent of students studying via distance or online, USQ is at the cutting edge of flexible delivery of resources and technology. THE UNIVERSITY OF LONDON is truly one of the great universities of the world - a federation of 19 world-class Colleges and 10 specialised institutes, with more than 160,000 students. Its reputation for high academic standards has been built on the outstanding teaching and research of its Colleges since 1836. USQ has approximately 27,000 enrolments including over 7,400 international students. More than 100 nationalities are represented throughout the student population and about 5,000 international students study USQ programs while remaining in their home countries. For 153 years, University of London degrees have been accessible to students all over the world through the University of London International Programmes. Today, the University of London International Programmes are truly international in character with over 50,000 students in more than 190 countries. UPPER IOWA UNIVERSITY (UIU) has been preparing students to succeed in the classroom and in the world since 1857. That rich history, coupled with a student-centered mission, has created a springboard for UIU to become a recognised innovator in offering accredited, quality programs through flexible, multiple delivery systems, including online and independent study. 38 WANGANUI SCHOOL OF DESIGN (WSD) is part of The Universal College of Learning (UCOL), an award winning, government-funded institute of technology and polytechnic with three campuses in the lower half of the North Island of New Zealand. Established in 1987, WSD students have produced over 20 years of award winning experimental work in new media and graphic design. This makes WSD one of the highest award winning design schools in New Zealand, and cements its international reputation for the highest quality graduates. It’s About Vibrancy “ This is a dream place. The place is soothing for the senses, creative for the mind, vibrant for the body and sacred for the soul.” Margo Teicher 7JtCSBODZ 7JtCSBOU -noun1) Students are drawn to college life at SEGi due to its vibrancy 2) SEGi as a community shows vibrancy in its attitude, teaching style and environment -adjective1) Characterised by having vigor and energy 2) Exciting, lively and full of enthusiasm a) SEGi offers a vibrant setting both inside and outside the classroom SE SEG EG INTERNATIONAL INTE INT E RN R NAT NAT ATIIONAL BHD | Annual Report 2010 Excellence at SEGi “2010 was a year of abundant success, both for the Group and its stakeholders. I am immensely proud of what we have achieved and, looking ahead to 2011, I foresee that SEGi is poised for even greater success.” Lee Kok Cheng 40 SEG INTERNATIONAL BHD | Annual Report 2010 Excellence at SEGi 26 MARCH – 2ND RUNNER UP FOR ADWAVE INTERNATIONAL COMPETITION Three students from the Faculty of Creative Arts & Design, SEGi College Subang Jaya won 2nd runner up in the ADWAVE 2010 short video clip competition on the 26th of March. The team formed by Miko Pon Lee Min, Chong Soo Hui and Koh Tsi-En won the 2nd runner up award with their Public Service Announcement Video entitled ‘Good Old Days’. The Award Winning Advertisement Exhibition (ADWAVE 2010) is a competition for students from local public and private institutions of higher learning from the ASEAN region i.e. Singapore, Thailand, Indonesia and Malaysia. 24 MARCH – Putra Brand Awards SEGi University College took the Bronze in the category of Education & Learning at the Putra Brand Awards gala night. The Award was presented to Emeritus Professor Dr Muhamad Awang, SEGi University College Vice Chancellor, in recognition of the SEGi brand and quality. 17 APRIL – 320 MAKE IT TO DEAN’S LIST 320 Students in the pre-university programmes at SEGi University College did so well in their overall performance that they made it into the Dean’s List. The Dean’s Award is for students who achieved a CGPA of 3.5 and above. The management treated the students to a Hawaiian-themed party on campus. 21 APRIL – DEAN’S LIST AWARD CEREMONY SEGi College Kuala Lumpur celebrated the academic efforts of 74 Internal Diploma students through a Dean’s List Award Ceremony. The graduating students were from the Diploma in Accounting, Business Administration, Marketing, Computer Studies and Nursing programmes. 30 students received the High Achievers Award for attaining a CGPA of 3.7 and above. Yoe Pui Khoon won the Top Student Award with a CGPA of 3.97. 57 of the award winners are from the Diploma in Accounting. 41 SEG INTERNATIONAL BHD | Annual Report 2010 Excellence at SEGi 6 MAY – HSBC YOUNG ENTREPRENEUR AWARDS 2009/2010 SEGi College Penang students Saw Ye-Yean, Kong Pui Yong and Fatimah Zahara Abdullah won the Bronze Award at the national finals of the HSBC Young Entrepreneur Awards competition organised by HSBC. They beat 125 other teams to the award and won RM5,000 as well as other amazing prizes including a one-week Malaysian entrepreneurial tour. 28 JUNE – BEST BUSINESS STUDENT FROM UNIVERSITY OF SUNDERLAND Ng Lee Thing from SEGi College Penang received the Best Student Performance Award from the University of Sunderland, UK, for her exceptional achievements in the Bachelor of Arts (Hons) Accounting and Financial Management programme. 15 JUNE – SUKMA BRONZE WINNER Hasanul Hafeez bin Mahboob Ali from SEGi College Penang won the bronze prize in fencing at SUKMA 2010, participating in the Men EPEE team category. He is currently studying the Diploma in Hotel Management at the Penang campus. 29 JULY – APEA AWARD Mr Lee Kok Cheng, CEO of SEGi Education Group, was honoured with an Outstanding Entrepreneur Award at the APEA ceremony recently. Asia Pacific Entrepreneurship Awards (APEA) are world-class awards which recognises business leaders who have shown outstanding performance and ability in developing successful businesses within the Asia Pacific region. The Outstanding Entrepreneur Award is given to enterprising individuals who have demonstrated entrepreneurial attributes that make them role models for emerging entrepreneurs. 42 3 AUGUST – BEST NURSING STUDENT AWARD SEGi University College Diploma in Nursing graduate, Christine Heng Sie Bung, was awarded the Bronze medal for the Best Nursing Student Award 2009/2010 by the Malaysian Nursing Board. She received a scholarship to study nursing at degree level. SEG INTERNATIONAL BHD | Annual Report 2010 Excellence at SEGi 24 SEPTEMBER – SCHOLARSHIP BY SHEFFIELD Sarah Anisa, who graduated from the Foundation in Science programme at SEGi University College with a 4.0 for her final semester exam results and a 3.91 CGPA, is the only recipient from Malaysia to be awarded a scholarship by The University of Sheffield which covers 50% of the course fees for the chemical engineering degree. 13 SEPTEMBER – 1ST CLASS HONOURS FOR SABAHAN Sabahan Tang Yee Chee, who achieved 1st class honours due to her outstanding grades for the Diploma in Accountancy, flew to UK to complete the final part of her Bachelor of Arts (Honours) in Accounting and Finance Management with SEGi University College’s educational partner, The University of Sunderland. 14 OCTOBER – WINNER OF DARE TO DREAM CHALLENGE Amira Nabila and Zulfadhli Ahmad Nazri, who are 2nd year Bachelor of Mass Communication students at SEGi University College, won the first prize in the Dare to Dream Challenge organised by the Ministry of Energy, Green Technology and Water held in conjunction with the International Greentech & Eco Products Exhibition & Conference 2010. Amira and Zulfadhli won the first prize of RM8000 for their Hydrogen Future Car in the visual arts category. 15 OCTOBER – ENTREPRENEURSHIP WINNERS Brainchild of SEGi Entrepreneurship Council, the InnoSparks Entrepreneurship Challenge was aimed at encouraging creativity, business skills and thinking out of the box. Participants presented their ideas to a panel of judges (top executives from OSK, Bursa Malaysia and University of Abertay Dundee). The SEGi College Kuala Lumpur team beat others from leading private and public universities. 43 SEG INTERNATIONAL BHD | Annual Report 2010 Excellence at SEGi 20 NOVEMBER – 16 GRADUATE WITH 1ST CLASS HONOURS UOG DEGREES 16 Graduates were conferred 1st class honours at the University of Greenwich (UOG) Graduation Ceremony held at Prince Hotel and Residence, KL. The 1st class honours graduates each received a Selangor pewter plaque for their achievements. This year a total of 344 graduates from BA (Hons) Accounting and Finance, BA (Hons) Business Management, BA (Hons) Marketing and BSc (Hons) Computing received their degrees. The BA (Hons) Accounting and Finance programme saw 279 graduating, 31 from BA (Hons) Business Management, 5 from BA (Hons) Marketing and 29 from BSc (Hons) Computing. The 1st class honours were for BSc (Hons) Computing and BA (Hons) Accounting and Finance. 25 NOVEMBER – VIDEO ANIMATION STUDENT WINS MULTIPLE AWARDS Hinzges Tan Soo Yen, a Diploma in Video Animation student at SEGi College Subang Jaya, won 3 awards from the United Nations for her winning video clip which was broadcast and screened around the world. She took part in a contest called PLURAL+ organised by the United Nations Alliance of Civilizations (UNAOC) and the International Organisation for Migration (IOM). The awards she received were the PLURAL + Scalabrini International Migration Network Award, PLURAL + BakaFORUM Award and PLURAL+ Center for Migration Studies of New York Award. Soo Yen was one of only two Malaysians who received awards. 44 18 DECEMBER – AZIZULHAKIM IS SONY HANDYCAM WINNER! Reality show Detik Bersama Handycam (Moments with Handycam) participant Mohamad Azizulhakim Mohd Salleh, 21, was announced as the winner of the Sony Handycam competition, winning a cash prize of RM10,000 and RM25,000 worth of Sony products. Azizul, who is a Diploma in Video & Animation graduate from SEGi College Subang Jaya, took part in the competition on his own initiative. SEG INTERNATIONAL BHD | Annual Report 2010 Going Global SEGi has a large and growing foreign student population from over 48 countries such as China, Indonesia, Vietnam, Laos, Maldives, Korea, Iran, India and Europe. Aside from offering globally recognised qualifications, the location of SEGi campuses within the major cities in Malaysia also makes them very attractive for international students. The presence of international students, not only reflect the prestige and recognition that SEGi has garnered globally but also lends vibrancy and to the campus environment. The Group will continue to seek out venture overseas through collaborations with reputation international partners who are able to support and understand the market of the respective source countries. Montessori Approach as well as how to utilise and create learning materials for children between 2 and a half to 6 years old. Ms Carolyn Choo and Ms Rosaline Ng are both very experienced educators. Carolyn has 20 years’ teaching experience and is a practical examiner for Montessori Centre International, UK. She has conducted Montessori workshops and practical examinations in several ASEAN countries. She is the Head of the Department of Early Childhood Education at SEGi College Subang Jaya. Rosaline has 30 years through all levels of education including that of a Montessori kindergarten. She is a certified Montessori teachertrainer and the Head of Education of the Faculty of Education, Social & Health Sciences (FOESHS) at SEGi College Subang Jaya. SCSJ LECTURERS TEACH IN IRAN Two lecturers from SEGi College Subang Jaya (SCSJ), Ms Carolyn Choo and Ms Rosaline Ng, were invited to conduct a 12-day Montessori Teacher Training Workshop to 27 eager teachers, principals and parents at Tehran, Iran in January 2010. The aim of the workshop was to teach participants in detail the principles of the SEGi STRENGTHENS HOMEGROWN DEGREES THROUGH COLLABORATION SEGi University College further strengthened the worth and international recognition of their homegrown business degree programmes through a Memorandum of Understanding which was signed with the University of Abertay Dundee (UK). 45 SEG INTERNATIONAL BHD | Annual Report 2010 Going Global Through this agreement, students who graduate from the SEGi University College homegrown business degree programmes will, upon successful completion of their degree, receive two parchments separately issued by SEGi University College and the University of Abertay Dundee. Emeritus Professor Dr Muhamad Awang (SEGi University College Vice Chancellor) and Professor Steven Olivier (University of Abertay Dundee Pro-Vice Chancellor (Academic Development) signed the MOU while Mr. Sugumaran Selladurai (Head, School of Business, Accounting and Management, SEGi University College) and Prof. Sabine Hotho (Acting Head of Dundee Business School, University of Abertay Dundee) looked on as official witnesses. Also present at the signing ceremony were some of SEGi’s top management, including Dato’ (Dr) Patrick Teoh (President, SEGi Education Group), Mr. Lee Kok Cheng (Group Chief Executive Officer, SEGi Education Group) and Ms. Hew Moi Lan (Group Chief Operating Officer, SEGi Education Group). The SEGi University College homegrown business degree programmes covered in this agreement are the 3-year Bachelor of Business Management (Hons) programmes with specialisations available in General Management, Financial Management, Supply Chain Management, Marketing Management and Human Resource Management, as well as the 4-year Bachelor of Accounting (Hons) programme. UNIVERSITY OF LONDON RECOGNISES SEGi AS A REPUTABLE PARTNER The University of London (UK) recognises SEGi College Sarawak as a strong and reputable educational partner and further strengthened their ties with the College through a second visit to Kuching in 2010. Two University of London staff members, Professor Jenny Hamilton (Director, External Undergraduate Laws Programme) and Mr. Simon Askey (Deputy Director, External Undergraduate Laws Programme), visited Kuching to discuss future collaborations. SEGi collaborates with the University of London to offer the Bachelor of Laws (LLB) programme. The University of London LLB programme is of internationally recognised 'gold standard' and has been established for over 100 years. The University of London was the first to offer a degree in English Law in the 1890s. Upon graduation, students will join a distinguished group of solicitors, barristers and judges around the world, each of which began their careers by obtaining their law degree through the University of London International Programmes. The Bachelor of Laws (LLB) degree is the only external law programme that is recognised for the Malaysian Certificate of Legal Practice (CLP) course. SEGi College Sarawak is the only private law school in East Malaysia and has been providing tutorial support for law students for over two decades. 46 SEG INTERNATIONAL BHD | Annual Report 2010 Going Global full access to The University of Sunderland’s electronic library via Internet through the Electronic Remote Access (ERA) system. Sunderland is synonymous with its recognition for quality, teaching and research. The university has a strong international outlook based on a long tradition of welcoming students throughout the world from as many as 70 countries. The academic standard and performance of the students studying the programme at SEGi is continually assessed and benchmarked against The University of Sunderland as the course outline and structure are from the university itself. SEGi COLLABORATES WITH UNIVERSITY OF GREENWICH ON CIVIL ENGINEERING PROGRAMMES In 2010, SEGi University College collaborated with University of Greenwich (UK) in the development of their homegrown BEng (Hons) Civil Engineering programme to ensure that, upon successful completion of the programme, students obtain a Dual Degree from SEGi University College and the University of Greenwich, UK. Through this collaboration, graduates of the homegrown Civil Engineering degree will hold a more internationally recognised qualification, exposing them to greater opportunities. “This recognition is definitely a big bonus for our Civil Engineering students. Even students who wish to remain in Malaysia after they have completed their studies will benefit from the dual award as the international recognition also acts to reinforce the quality and relevance of the programme,” said Emeritus Professor. Dr Muhamad Awang, SEGi University College Vice Chancellor. STRENGTHENING FOOTHOLD IN CHINA WITH ACADEMIC COLLABORATIONS SEGi Education Group’s (SEGi) international strategy is set to receive a boost with the academic collaborations with two leading institutions from China, namely Xinjiang Language Centre and Linyi Normal University. THE UNIVERSITY OF SUNDERLAND OFFERS MBA AT SEGi COLLEGE SARAWAK In 2010, The University of Sunderland (UK) introduced its Master of Business Administration (MBA) programme in Kuching, offering working adults who experience time constraints the opportunity to gain a higher qualification in line with their current and future work endeavours. The twinning arrangement with Xinjiang Language Centre will see SEGi providing its expertise and syllabus in Intensive English Programme and Foundation courses (“the software”) to be conducted at Xinjiang Language Centre’s 24 learning institutions to be set up within the next 12 months in Xinjiang and other provinces in China such as Hubei and Henan. The upshot in the strategic tieup is that SEGi will be able to tap into the Language Centre’s 20,000 student base who are eyeing quality education beyond the shores of China after the completion of their initial studies in their home country. The MBA is entirely assignment based with one dissertation (research paper). The comprehensive study materials provide clear guidelines for students and those who have enrolled for the programme will have 47 SEG INTERNATIONAL BHD | Annual Report 2010 Going Global With a strong brand, quality programmes and full-fledged campus that promises a complete learning experience for international students, SEGi is confident of attracting about more than 1,000 students who are scheduled to complete their language studies, to arrive within the next 12 months, as a result of the new collaboration. The figure is set to grow exponentially after students have completed SEGi programmes offered at Xinjiang Language Centre after that. SEGi’s international strategy involves academic partnership with strategic partners overseas who will provide the campus “hardware” for the students’ initial studies in their home countries. This strategy reduces the risks associated with high capital investment in infrastructure overseas. SEGi is also in final stages of discussions with Linyi Normal University on a similar collaboration. Linyi is a government-owned university and is one of the oldest universities in the Shandong province in China. The university has 6 campuses and at present, has more than 30,000 full-time students on campus. Student exchange and joint staff development programmes are also part of the arrangement. STRATEGIC ALLIANCE IN THE MIDDLE EAST SEGi University College stamped its name on the international education scene recently when played host to a delegation from Technical and Vocational Training Corporation (TVTC), Saudi Arabia, who is on a mission to seek suitable partnership in education and training. The TVTC delegation is headed by Dr. Saleh Abdulrahman Alamr (Vice-Governor for Planning and Development), who was accompanied by Dr. Mazyad Mohammed Almohaileb (Director General of King Abdullah Scholarship Programme for Technical Trainers (KASPTT)) and Dr. Abdulaziz Aoluiman Alamr (Director General for International Cooperation, TVTC). Also present were officers from the Ministry of Higher Education Malaysia. 48 The delegation from Saudi Arabia is in the country to look into opportunities for an international partnership with institutions, such as SEGi, to provide first class education for qualified Saudi students. TVTC was set up as a central body of the Saudi Arabian Government responsible for delivering technical and vocational training to develop the Kingdom’s labour force. TVTC has the King Abdullah Scholarship Scheme where they extend to graduates of TVTC’s Technical Diploma Programmes to pursue their studies with institutions such as SEGi to top-up their qualifications to a Degree. In addition to that, the graduates will also be groomed to become trainers in TVTC’s new and existing training facilities after successful completion of their studies. SEG INTERNATIONAL BHD | Annual Report 2010 Special Projects It is one of SEGi’s strategy to diversify its operations and establish itself in various niche segments. The meaning of education is wider than merely providing tertiary education to school leavers. By moving into other segments, the Group will be less affected by the intense competition for students. It will continue to seek out blue oceans by establishing linkages with the government and with the industry to open up other opportunities for the Group. SEGi APPOINTED ECCE CHAMPION SEG International Bhd (SEGi) has recently been appointed by the Government of Malaysia as the Champion for Entry Point Project (EPP) 2 under the Education National Key Economic Area (NKEA) to develop integrated early childhood and childcare education (ECCE) in the country. The appointment letter was signed by Deputy Prime Minister cum Minister of Education, Y.A.B. Tan Sri Muhyiddin Mohd Yassin. SEGi’s appointment was given on the basis of its expertise and experience in the area of early childhood and childcare education, as well as its strong collaboration with international partners such as Montessori Centre International (MCI), United Kingdom, University of Southern Queensland, Australia and other industry stakeholders in the development and provision of ECCE. With the appointment, SEGi will lead the initiative in training and developing high quality early childhood and childcare practitioners. SEGi will also play a lead role in coordinating the establishment of teacher training centres that provide pre-service and in-service ECCE courses recognised by the Malaysian Qualifications Agency (MQA). A consortium of private ECCE education and training providers led by SEGi is being established to achieve the government’s target. The government will invest directly in the up-skilling of existing, and pre-service training for new teachers and ECCE practitioners by sending and paying for their training at approved private teacher training centres under the SEGi-led consortium to improve on the quality and professionalism of the profession. 49 SEG INTERNATIONAL BHD | Annual Report 2010 Special Projects More than 6,500 pre-school teachers had undergone the 3-week training programme under the off-take agreement between the Government and approved private teacher training centres late 2010. Of this figure, SEGi trained the giant share of 2,500 teachers. According to the Key Performance Indicator (KPI) set by the MoE, the cumulative figure of pre-school teachers set to receive the training is 11,000 in 2011, and the figure is set to grow cumulatively to 45,000 people in 2015 and 157,000 people by 2020. needs of both Perak and Malaysia. It will also stamp Perak as a world class education destination which will attract students from across the region. The MoE also plans to send 1,950 childcare practitioners for training in 2011 and the figure is expected to cumulate to 19,500 in 2015 and 61,500 in 2020 When completed, the campus is expected to serve up to 8,000 students and will offer numerous job opportunities for the workforce from Perak. The purpose-built campus will boast latest facilities, and the complex will house administrative blocks, student residences, modern lecture halls, laboratories and condominiums for international students, as well as residence for staff and visiting expatriate academics. SEGi MOBILE CLINICS SEGi University College announced the launch of their Mobile Clinic project at the main campus in Kota Damansara on 24 August 2010. PERAK CAMPUS In collaboration with its academic partners from the United Kingdom, Australia and the United States, SEGi Group announced that it is set to invest in a state-of-the-art campus in Ipoh, Perak. The establishment of the education hub in Perak reflects the initiative of the State Government in working closely with the consortium of education providers to ensure that quality education is affordable and within reach of its people. Students in the State will have access to locally and internationally recognised twinning programmes and enjoy substantial savings as compared to studying overseas. The campus is poised to serve not only students from Perak but is set to complement Perak’s drive to become the new vibrant and exciting metropolis of Malaysia and will be linked to meeting the manpower 50 This project saw the introduction of 3 Mobile Clinics offering free services to the public throughout the country. The services provided by the Mobile Clinics include general healthcare such as blood tests, eye and teeth examinations; health promotion and disease prevention activities; as well as referral to medical and social resources. SEG INTERNATIONAL BHD | Annual Report 2010 Special Projects Each Mobile Clinic is properly equipped with medical testing and examination facilities and is manned by SEGi’s students from various health science disciplines, who are accompanied by SEGi clinical instructors and medical doctors. Since August 2010, the Mobile Clinics have visited various locations throughout Peninsular Malaysia with the aim of providing healthcare services to individuals in remote areas who may otherwise have not received adequate services. The Deputy Minister of Health, Y.B. Datuk Rosnah Shirlin binti Haji Abdul Rashid Shirlin, was the guest of honour at the event and officiated the launch through a ceremonious cutting of the ribbon. CHECK OUT SEGi SPHERE! SEGi students now have their very own all-in-one portal, through which they can find a job, get updates from their lecturers, access the e-library and even do some shopping. And best of all, it can be utilised anytime and anywhere students have access to the Internet. SEGi Sphere is a one stop education platform where students can get direct access to important announcements, course materials and the latest timetables. To provide students a more personal and fun experience, SEGi Sphere allows users to customise their desktop and user information, as well as maintain personal calendars and address books. SEGi Sphere also makes study and research easily accessible via online databases and journals through its E-Library. JobSphere is part of SEGi Sphere where students can find employment. Job vacancy listings from trusted employers are updated regularly and students are able to book immediate interview sessions. Students can also upload their resumes and certificates as well as personal information for potential employers’ perusal. Students can buy stuff in the E-Store via this portal with M$ (SEGi Sphere dollars) and Ringgit Malaysia via credit card. There are also auctions where students are able to use their M$ to bid for items. There’s even a loyalty programme built into the system, so whenever students use this portal they will earn incentives and rewards. Students can use points called M$ earned through purchases and participation in activities in the portal to redeem more cool goodies. 51 SEG INTERNATIONAL BHD | Annual Report 2010 Special Projects VALUED CORPORATE PARTNERS In March 2010, SEGi College Subang Jaya collaborated with UMW, voted as one of the top 5 companies in Malaysia in 2009 through a Wall Street Journal survey, to equip their staff with a University of Sunderland (UK) Executive Diploma in General Management (EDGM). This programme is focused on the development of potential rank and file supervisors and executives who do not have tertiary education and also for those who possess tertiary education but not in line with the current job function. SEGi GETS INTERACTIVE ONLINE In 2010, SEGi launched a truly innovative initiative with the implementation of an interactive online marketing system, opening up intelligent communication channels for both SEGi and web visitors. SEGi is the first educational institution in Malaysia to implement an online interactive system of this kind. This interactive system enables SEGi Counsellors to engage in direct conversations via live web chat and provide web visitors with real-time counselling, direct promotion, support, sales and service assistance for enquiries. The system also allows SEGi Counsellors to upload information such as videos and brochures directly to the web visitors. Another unique aspect of the system is that it allows the SEGi Counsellors to ‘watch’ the web visitors. They can view exactly how many people are visiting the website at any one time, determine which page the web visitors are viewing and they can even determine which country each individual web visitor is from. 52 The EDGM programme was fully sponsored by the respective company/division within the UMW Group as the programme was designed and developed specially to meet the aims of UMW, which is to provide the participants with a blended exposure in academic and work-based applications. SEG INTERNATIONAL BHD | Annual Report 2010 Research & Development SEGi’s research and development efforts are carried out with the purpose of ensuring the quality of its programmes as well as their relevance to market and industry needs. Research and development is also essential in increasing the stock of knowledge amongst our academicians, staff and students, while also using this knowledge to devise new applications. Research and development is at the heart of the Group’s medium and long-term growth strategies. basis so that they cater to new segments of the market and to stay ahead of competition. The new programmes developed in 2010 include: Bachelor of Medicine, Bachelor of Surgery (M.B.,B.S.) – Awarded by SEGi University College Bachelor of Optometry (Hons) – Awarded by SEGi University College Doctor of Business Administration – Awarded by SEGi University College Bachelor of Engineering (Hons) Mechanical Engineering – Awarded by SEGi University College Bachelor of Environmental Technology – Awarded by SEGi University College PROGRAMME DEVELOPMENT The Group seeks to develop cutting edge, quality programmes that are internationally recognised as well as being relevant to industry demands. Continuous research into market, student and industry needs helps SEGi design unique programme features and identify market breakthroughs. The design of programmes is done with the purpose of producing skilled and knowledgeable students that are career-ready the moment they graduate. The programmes that are developed and launched not only comply with standards set by regulatory bodies, but have received recognition from industry and professional bodies worldwide. These innovative and industry driven programmes are also continuously revised and upgraded to meet dynamic industry standards. The Group also repackages its existing suite of products on an ongoing Programmes currently in the pipeline include: Bachelor of Pharmacy (Hons) – Awarded by SEGi University College Bachelor of Dental Surgery (BDS) – Awarded by SEGi University College Bachelor of Arts (Hons) Interior Architecture and Design – Awarded by SEGi University College Bachelor of Arts (Hons) Multimedia Design – Awarded by SEGi University College Bachelor of Arts (Hons) Photography and Digital Imaging – Awarded by SEGi University College Bachelor of Arts (Hons) Visual Communication Design – Awarded by SEGi University College 53 SEG INTERNATIONAL BHD | Annual Report 2010 Research & Development materials and the latest timetables. The platform also allows users to customise their desktop and user information, as well as maintain personal calendars and address books. What’s more, SEGi Sphere also makes study and research easily accessible via its E-Library containing online databases and journals, and it allows students to search for employment opportunities through JobSphere, a dedicated job placement portal. In conjunction with the development and implementation of the new programmes in 2010, SEGi University College attracted some of the industries’ best and brightest minds as well as set in place the extensive infrastructure and integrated curriculum, again demonstrating commitment towards becoming one of the leading institutions in providing quality programmes. Among the facilities set in place for the new programmes were an Anatomy & Dissection Room, an Anatomy & Pathology Museum, an Advanced Ophthalmic Care Clinic, SEGi EyeCare Centre & Optical Dispensary, Pre Clinical Laboratories, a Binocular Vision & Paediatric Clinic, Consultation Rooms, a Corneal Topographer, a Humphrey Visual Analyser, a Keratometer, a Non-Mydriatic Fundus Camera and several Human Patient Simulators. LOOKING AHEAD TOWARDS 2011 One of the exciting developments in 2011 is the launch of the Research and Innovation Management Centre (RIMC) which intends to improve academic strength and research capabilities while also tapping into industry resources for R&D funding. This Centre aims to develop a community of researchers among students and staff with the intent of increasing their stock of knowledge, while also encouraging them to use this knowledge to devise new applications and influence the development of new programmes and applications. 2010 INITIATIVES Both research and teaching activities are needed to fulfil a university´s goals. To support these activities, SEGi encourages its academic and general staff to participate in local and international conferences, forums and training programmes, as well as competitions, enabling them to further their own development and skills while also benefiting the Group, its stakeholders and its students. One such internal initiative is the SEGi Review, a publication developed by the Group to encourage academic staff to write and submit research papers in their chosen fields. The objective of the SEGi Review is to promote a research culture through the interchange of knowledge and ideas in the hope that future research will lead to the findings and/or inventions being patented and commercialised. The Group also believes that by promoting research academic staff may apply their findings towards the programmes and academic approaches, thus producing a better learning outcome. Another initiative is the implementation of SEGi Sphere, a complete education platform where students may get direct access to important announcements, programme 54 Another area of development and innovation for the Group is the enhancements made to SEGi Sphere to utilise it in more innovative methods of programme and material delivery. This will include downloadable podcasts of lectures available online as well as ensuring more learning and research materials are available to students. It’s About Caring “ Caring about others, running the risk of feeling, and leaving an impact on people, brings happiness.” Harold Kushner Care $BStJOH -noun1) Protecting and looking after someone or something 2) Showing attention, especially to a person or the details of a situation a) The standard of care shown by SEGi to all its people is excellent -adjective1) Demonstrating kindness and showing concern for others 2) Providing emotional support a) SEGi is known to be a caring institution that supports and encourages its people. SEG INTERNATIONAL BHD | Annual Report 2010 Making a Difference Corporate Responsibility Report SEGi believes in managing its business in an ethically and socially responsible manner to the benefit of the Group, stakeholders and the community at large. Thus, Corporate Responsibility (CR) is a thread that runs through everything SEGi does, from delivering the promise of a quality education, to offering scholarships to deserving students, and even its ongoing involvement with the local community. CR deals with a wide range of areas, and efforts for it to penetrate and take root throughout the entire Group will never cease. While the adoption of these efforts by the Group and the dedication of its people is continually developing, SEGi will continue to grow its efforts in being ever more socially responsible. 56 SEG INTERNATIONAL BHD | Annual Report 2010 Making a Difference Corporate Responsibility Report - SEGi College Penang boosts IT security awareness Information technology (IT) is an essential element in almost every facet of life, be it in education, entertainment or business, and a large majority of the population depend upon it heavily to function effectively in everyday life. This is why IT security is so important. To highlight the significance of IT security, SEGi College Penang organised a computer security seminar on 4 February 2010 called ‘Drive by Downloads: What business owners should know’. Organised by Mr. SL Lee and Ms HH Tie from the School of Degree Studies, the seminar aimed to keep students up-to-date in terms of knowledge and skills. MARKETPLACE SEGi believes that the opportunity to maximise one’s potential through the fulfilment of studies should be available to students of all backgrounds. This can be achieved not only by nurturing and encouraging students in their studies but also by reaching out to those deserving individuals by offering a range of financial assistance options. - Australian clinical instructor, Mr. Charles Meekings, was invited by SEGi College Penang to conduct a workshop on Anxiety and Depression for 42 nurses on the 27 February 2010. The workshop was held at Cititel Hotel Penang. Nurses from as far as Ipoh (Hospital Bahagia and Hospital Fatimah Ipoh) and from some local hospitals (Adventist Hospital, Bagan Serai Specialist and the Penang General Hospital) attended the workshop. In 2010, full and partial scholarships, bursaries and contributions towards education funds were given out to deserving students who are academically inclined, needy and/or active in co-curricular activities to pursue tertiary education at SEGi institutions nationwide. - SEGi High Achievers’ Scholarship SEGi Vice Chancellor’s Scholarship SEGi Sports Scholarship SEGi – Sheffield Scholarship Fund The Star Education Fund Higher Opportunities for Private Education (HOPE) Fund Inner Wheel Club of Kuala Lumpur Scholarship Programme Karangkraf – SEGi Education Fund In line with CR and community consciousness, SEGi University College regularly hosts Career Exploratory Programme (CEP) and CR Talks which address a wide range of social and employment related topics. The aim of the Talks was to help SEGi students and students visiting from local secondary schools build their knowledge and awareness of the world around them. Covering both career related topics, such as grooming for the workplace and developing interview skills, as well as general social topics, including health and sexual awareness, students gain valuable insights and knowledge from industry experts. Anxiety & Depression Talk The aim of the workshop was to increase awareness of anxiety and depression, which many patients experience while being hospitalised or receiving treatment. According to Meekings, it is crucial for nurses to identify symptoms related to anxiety and depression early in order to try and prevent them from worsening, which could lead to suicide or further mental deterioration. - Preventing lifestyle diseases On 19 March 2010, SEGi College Kuala Lumpur students and other guests listened attentively to the simplest solution for preventing lifestyle diseases – have healthy habits! The talk was given by Professor Dr Ananthan Krishnan, a distinguished Malaysian Consultant Pharmacist, Naturopathist and a Doctor of Alternative Medicine. While health is affected by hereditary factors, lifestyle also plays a major role in one’s health. The speaker spoke in a very lighthearted and entertaining manner on the effects of smoking and alcohol consumption. Diet, mental stress and personal relationships also negatively affect the health of youth. He also 57 SEG INTERNATIONAL BHD | Annual Report 2010 Making a Difference Corporate Responsibility Report addressed modern lifestyle diseases such as diabetes, high blood pressure, kidney and heart conditions, and how these are all caused by indiscriminate and unhealthy eating habits, especially the consumption of fast food and soft drinks. Dr Bell, who is very knowledgeable in the field, boasts years of experience as a Professor of Environmental Pollution at the Imperial College in London, as well as currently holding the position as Chairman of the International Advisory Board of Worldwide Accreditation Ltd. - No Apologies: The Truth About Life, Love & Sex On 27 March 2010, 44 Nursing students and 10 Young Christian Fellowship members at SEGi College Kuala Lumpur had the opportunity to attend the ‘No Apologies’ programme organised by Focus on the Family. This character based curriculum relayed a powerful message about pre-marital sex in a simple and engaging style to the young adults. It touched on the values of the individual, marriage, the family and the importance of abstinence from sex before marriage. It clearly identified the consequences associated with premarital sexual activity and differentiated love from sex. Although the curriculum is structured, the workshop was designed to be funfilled and interactive. - Dr Bell Gives Green Technology Talk In conjunction with the launch of the Bachelor of Environmental Technology, SEGi University College invited Professor Dr Nigel Bell, who had come all the way from London, to deliver a talk on Green Technology Management and Environmental Education based on the Imperial College Experience. 58 SCSJ Photography Talk On 14 April 2010 the Faculty of Creative Arts & Design (FOCAD) at the Subang Jaya campus invited 3 very established and experienced photographers to give a talk on their experiences and tips for various photography careers. The day also tied in with the official launch of the FOCAD photo media society called ‘The Black Canvas Republic.’ The special guest speakers on the day were Mohd Syahrin Abdul Aziz, Zainudin Arshad and Zainal Abdul Halim. Syahrin, who owns his own photography business, spoke on wedding photography and how he built his business from ground zero to successfully creating his own label ‘The Wedding Diaries’. The second speaker Zainudin, who is currently working at UiTM and has his own business ‘Dinarshad Studio’, educated the crowd regarding his work on numerous subjects from executive portraiture to industrial subjects. Lastly Zainal, a photojournalist for Reuters, engaged the crowd with stories of how he started off photography as his hobby and how he turned that passion into a career in photojournalism. SEG INTERNATIONAL BHD | Annual Report 2010 Making a Difference Corporate Responsibility Report - The Young Voice Selangor – the plight of disabled Students from the American Degree Program Business Ethics class at SEGi University College (SEGi UC) spent time with 11 of the 30 members from the Young Voices Selangor (YVS) on 25 June 2010. The YVS members, who visited SEGi UC with the hope of inspiring students, communicated their feelings to the students from ADP through one unified voice. Formed by the National Council of Cheshire Homes in Malaysia, YVS is an organisation founded by youths supporting the cause of the disabled. These youths believe in creating and enabling a more conducive environment for disabled persons to exercise their rights and lead empowered lives through their message and their own experience.. - Bio-inspired Materials for Regenerative Medicine and Biosensing Professor Molly Stevens, Professor of Biomedical Materials and Regenerative Medicine and the Research Director for Biomedical Materials at Imperial College London, was at SEGi University on 17 May 2010 to deliver a talk entitled ‘Bio-inspired Materials for Regenerative Medicine and Biosensing’, addressing her research into the highly interdisciplinary field of tissue engineering and regenerative medicine. Professor Stevens shared details of her amazing research work on bio-inspired nanomaterials for regenerative medicine and biosensing with the captivated audience. Her work in tissue engineering and regenerative medicine plays a crucial role in the creation of replacement body parts. Bio-responsive nanomaterials are of growing importance with potential applications including drug delivery, diagnostics and tissue engineering. - Homo Sapiens as the Fourth Living Organism On 4 August 2010 Professor Motonori Hoshi, Professor of Biology from The Open University of Japan, graced SEGi University College to deliver an engaging and insightful talk entitled ‘Homo Sapiens as the Fourth Living Organism’. The talk, which truly engaged the audience with numerous questions and standpoints being raised, aimed to explain the reason why Homo Sapiens should be considered the fourth living organism while also describing some serious problems to which the species is facing. - Transforming a culture of violence to peace From 26 to 28 October, the Psychology Club and Soka Gakkai Malaysia organised an exhibition ‘From a Culture of Violence to a Culture of Peace: Transforming the Human Spirit’ which was held at the SEGi University College Multipurpose Hall. The aim of this exhibition was to highlight various issues present in today’s society and to focus on changing mindsets and influencing students to make a difference. To emphasise their message, they used the Hiroshima and Nagasaki nuclear bombing as an example to promote world peace and to encourage the halt to nuclear weapon usage. The exhibition included video clips showing testimonies of how the Hiroshima and Nagasaki nuclear bombings decades ago continue to affect people until today. There was also a signature drive 59 SEG INTERNATIONAL BHD | Annual Report 2010 Making a Difference Corporate Responsibility Report against violence which proved popular with many visitors taking part in the exhibition, most of whom left their own personal notes on the Board of Peace. COMMUNITIES - SEGi Launches First Mobile Clinics SEGi University College announced the launch of its Mobile Clinic project at the main campus in Kota Damansara on 24 August 2010. This project saw the introduction of 3 Mobile Clinics offering free services to the public throughout the country, including general healthcare such as blood tests, eye and teeth examinations; health promotion and disease prevention activities; as well as referral to medical and social resources. - World Diabetes Day falls on November 14 each year, but the School of Nursing at SEGi University College decided to extend it to a 3-day long event from 12 to 15 November 2010. Diabetes is often influenced by one’s lifestyle and once someone gets diabetes, there is no turning back. The only solution is to prevent the onset through a healthy balanced diet that is low in sugar and carbohydrate content, as well as a regular exercise regime. To demonstrate how much fun exercise can be, the School of Nursing organised two morning aerobic workout sessions on campus for its students as well as SEGi staff. They were then treated to a talk entitled ‘The Road to Diabetes Mellitus – Can We Prevent It?’ by guest speaker, Dr Sivanesan Sivananthan. There were also free blood tests, weight-check and health consultation booths for students and staff. 60 The Deputy Minister of Health, Y.B. Datuk Rosnah Shirlin Binti Haji Abdul Rashid Shirlin, was the guest of honour at the event and officiated the launch. SEGi World Diabetes Day - KURAL Charity Night KURAL, the Indian Cultural Society of SEGi University College, organised a charity night entitled ‘Realising Every Dream Charity Night 2010’ on 23 January to raise funds for the Agathians Shelter Home. Guests attending the event were treated to a night full of singing, dancing and musical performances, as well as a breakdance number performed by some young children from Agathian Shelter Home. The event organisers were so resourceful that they even managed to get heart-throb and famous local Tamil singer VZec to croon his top hits. SEG INTERNATIONAL BHD | Annual Report 2010 Making a Difference Corporate Responsibility Report KURAL managed to get sponsorship from SEGi University College, Shriez Events, Padang Kota Corner, Gajah Gas System (M) Sdn Bhd, Memoirs Bridal Gallery, Sri Muda Sweets Savouries and Florist and Bintang Sidewalk Café for the event activities. - The charity drive was initiated with the aim of garnering awareness among the college students on generosity and of the benefits of giving to the less fortunate. The funds collected in cash and kind was donated to Rumah Cahaya Orphanage in Penang. The programme garnered a total amount of RM2,200 in cash. SCKL Champions World Social Work Day On 16 March, 40 SEGi College Kuala Lumpur (SCKL) students from the Psychology, Sociology and Nursing Departments joined the Malaysian Association of Social Workers (MASW) and the Department of Social Welfare Malaysia (DSWM) to celebrate World Social Work Day. The theme for the occasion was ‘Making Human Rights Real – The Social Work Competency Agenda’. - A fundraising event for the orphanage Rumah Bakti Nursyaheera, located in Cheras, was organised by American Degree Program students from the Business Ethics class at SEGi University College. The students diligently set up a booth at the Dictator’s Stage in SEGi University College from 27 to 30 September where they collected both cash and kind from generous staff and students. A Public Forum was held with the objective of reinforcing awareness and understanding of human rights in social work practice and to demonstrate how social workers have always placed human rights in the foreground of their services to clients. Besides the public forum, students had the opportunity to visit the booths and learn of other existing government and non-governmental associations such as the Department of Social Welfare, Malaysian Association of Social Workers, Social Institute of Malaysia, Malaysian Mental Health Association and Malaysian Care. - Rumah Bakti Nursyaheera Fundraiser In a compassionate show of support, the staff and students donated cash, clothing, books and other household items. They also supported the drive by purchasing snacks, home-made brownies, nasi lemak, curry puff and nasi kerabu from the booth. SEGi Penang ADP Gives Back The Fayette House at SEGi College Penang (SCPG) organised a very successful charity programme called SEGi Gives Back 2010 from 26 to 30 April 2010. Activities held in conjunction with the event included a collection drive, food fair, blood drive, charity bowling competition and a concert. The students presented the donations to the home during their visit on 9 October while also treating the children to a day of fun activities. - SCKL Charity Concert In line with the 1Malaysia theme and spirit, SEGi College Kuala Lumpur (SCKL) organised a Charity Concert to celebrate unity and give generously to a worthy cause. The event, held on 23 May 2010, not only provided the students with an avenue to contribute positively to the community but also allowed students from different cultures and religions to showcase their talents. 61 SEG INTERNATIONAL BHD | Annual Report 2010 Making a Difference Corporate Responsibility Report The event, which proved to be a great success strengthening the bonds of students across the college, was graced by SCKL Principal, Mr. Lawrence Ngu, as well as other staff and students. All proceeds raised from the concert were donated to charitable causes. WORKPLACE SEGi will be taking much larger steps into workplace CR in 2011, including the implementation of its Whistleblower Policy. This policy is intended to encourage Board members, staff and others to report suspected or actual occurrences of illegal, unethical or inappropriate events, behaviors or practices without retribution. In addition to this, SEGi has recently embarked on a company-wide transformation programme which aims to produce highly sought-after graduates, offer a holistic experience to students, deliver academic strength, generate global brand recognition and make SEGi the best place to work. ENVIRONMENT - Go Green with SEGi SEGi University College held its first ‘Go Green with SEGi’ week from 12 to 16 April 2010, in conjunction with the launch of the SEGi Bachelor of Environmental Technology. The CSR initiative was intended to reduce the Group’s carbon footprint while increasing environmental awareness and encouraging staff and students to practice and promote the 3 R’s (Reduce + Reuse + Recycle). To celebrate the week-long event, the Group held a host of activities including tree planting, a green bazaar selling second-hand items, recycling, carpooling and many more. All money raised from the week of activities was donated to local environmental awareness groups for the rehabilitation of the Kota Damansara Forest. 62 Factors that contribute to job satisfaction can be categorised into two categories: “hygiene” factors and “motivation” factors. Hygiene factors are factors that should be a given, and their absence contributes to job dissatisfaction. These include elements like competitive remuneration, equitable performance measures and incentive packages. Motivation factors are factors that are not always a given in the market, but if put in place, create job satisfaction. This includes elements of autonomy and independence, training. As such, SEGi is currently working on improving work environment, company policies, compensation & benefits, career development, recognition, achievement and internal relationships in order to make it the best place to work. With these initiatives in place, SEGi will become a more enjoyable work environment while also inculcating staff with responsible and socially ethical mind-sets and practices. SEG INTERNATIONAL BHD | Annual Report 2010 2010 at a Glance 14 JANUARY A Memorandum of Agreement (MOA) was signed between the Ministry of Health with SEGi College Subang Jaya, SEGi College Kuala Lumpur, SEGi College Penang and SEGi College Sarawak. This MOA allows each centre to utilise more Ministry of Health facilities for clinical training purposes. Nursing students and other health sciences students at SEGi Education Group now have even more options in clinical training placements. YB Dato’ Sri Liow Tiong Lai, the Minister of Health was present to witness the signing ceremony. 25 FEBRUARY SEGi University College welcomed the year of the Tiger during a fantastic Chinese New Year celebration. The SEGi management treated all staff and students to an impressive 24 person strong drum performance, a lion dance stunt show, a string of loud red fireworks, and of course the customary sweet mandarin oranges. 16 MARCH 44 Graduates from various departments in UMW Group cerebrated their success upon receiving their Executive Diplomas in General Management offered by SEGi College Subang Jaya in collaboration with The University of Sunderland, UK. This programme focuses on the development of potential rank and file supervisors and executives who do not have tertiary education. It was also made available to those UMW staff who possess tertiary education but not in line with their current job function. 12 APRIL Emeritus Professor Dr Muhamad Awang announced the launch of the SEGi home-grown Bachelor of Environmental Technology (Hons) programme. The three year programme is offered at SEGi’s Kota Damansara campus under the School of Built Environment. The programme aims to produce graduates who are literate and competent in all environmental aspects while being able to develop creative solutions for environmental problems. Students will be introduced to a wide range of environmental issues and threats the world is facing now. 63 SEG INTERNATIONAL BHD | Annual Report 2010 2010 at a Glance 24 & 25 APRIL More than 1000 Diploma students celebrated their achievements at the SEGi Education Group Convocation Ceremony held at the main campus in Kota Damansara. The students from SEGi University College, SEGi College Kuala Lumpur and SEGi College Subang Jaya received their Diplomas from various programme areas including; Business Mass Communication, Information Technology, Engineering, Early Childhood Education and Creative Multimedia. 23 MAY 12 to 16 APRIL SEGi University College organised a week-long Go Green campaign to create environmental awareness and environmentally friendly lifestyle among students. One of the activities included tree planting at the Kota Damansara Forest Reserve which the local and international students thoroughly enjoyed. 15 JUNE 34 Counsellors from secondary schools in Taiping and Kuala Kangsar visited the SEGi College Penang campus to learn more about the SEGi programmes and facilities. The event, organised by Global Education Training & Services (GETS), kicked of with an informative session to introduce SEGi, following which the counselors were treated to a tour of the campus. They were particularly impressed with the library, the nursing facilities and the hospitality & tourism facilities. 64 In line with the 1Malaysia theme and spirit, students from SEGi College Kuala Lumpur organised a Charity Concert. As well as giving the students an avenue to donate generously to a worthy cause, the concert also promoted the strengthening of multiracial bonds between the students and provided them with the perfect avenue to showcase their talents. SEG INTERNATIONAL BHD | Annual Report 2010 2010 at a Glance 28 JUNE 24th Annual General Meeting (AGM) was held at SEGi University College. Declared dividend of 3.5 sen per ordinary shares less income tax of 25%. An Extraordinary General Meeting (EGM) was held immediately after the EGM. SEGi approved a bonus issue of over 71 million new subdivided shares of RM0.50 each to be credited as fully paid to its shareholders. The EGM also approved the renounceable rights issue of more than 124 million 5-year 2010/2015 warrants. 21 JULY SEGi University College unveiled its new homegrown Bachelor of Medicine, Bachelor of Surgery (M.B.,B.S). The programme is designed to challenge the best and the brightest minds to learn the science of medicine and public health, and the art of compassionate care. The Faculty of Medicine takes pride in its commitment to educating the next generation public health practitioners and is dedicated to advancing medical knowledge and humane healing through innovative educational methods. 24 AUGUST SEGi University College launched the Mobile Clinic project at the campus, officiated by Deputy Minister of Health, Y.B. Datuk Rosnah Shirlin binti Haji Abdul Rashid Shirlin. Three Mobile Clinics equipped with medical testing and examination facilities, manned by doctors, SEGi’s students from various health science disciplines and SEGi clinical instructors, to offer free health services to the public throughout the country. 1 OCTOBER The Doctor of Business Administration was launched at SEGi University College. It is the first Doctorate level programme offered by the SEGi Education Group. The DBA is an integrated coursework and research programme for management practitioners and professionals who are oriented towards making a significant contribution to practice and/or policy. Its aim is to facilitate the application of existing theory and knowledge to major work place issues. 65 SEG INTERNATIONAL BHD | Annual Report 2010 2010 at a Glance 13 OCTOBER A very large-scaled International Cultural Day & Night was organised by the SEGi International Students Society (SISS) and the Student Affairs Department. Events included blood donation drive, international food fair and a gala night of performances, lucky draws and free dinner. The KURAL student club ended up being the winning performance on the night, staging an intricate a traditional Indian dance. 1 NOVEMBER SEGi UC signed a Memorandum of Agreement with the Ministry of Health (MOH) for its pharmacy students to undergo training in 14 government hospitals and community polyclinics nationwide. Signing the MOU was Emeritus Professor Dr Muhamad Awang (Vice Chancellor) and Y.Bhg. Dato’ Sri Dr Haji Mohd Nasir Bin Mohd Ashraf (Secretary General, MOH). 24 OCTOBER 460 Fresh graduates from various University of Sunderland degree programmes collected their scrolls at the graduation ceremony at SEGi University College. The first 2 graduates to step foot on stage were Raymond Ng Gar Seng and Ng Peng Peng, both of whom achieved 1st class honours in the BEng (Hons) Electrical & Electronic Engineering programme. 29 OCTOBER CIMA (Chartered Institute of Management Accountants) officially awarded SEGi an accreditation letter providing paper exemptions to graduates of SEGi Diploma in Accounting and SEGi Bachelor of Accounting (Hons) programmes. 66 1 NOVEMBER Classes for Bachelor of Medicine, Bachelor of Surgery (MBBS) programme started at SEGi University College today with its inaugural enrolment of students. The fresh undergraduates were awarded a laptop each, compliments from SEGi. SEG INTERNATIONAL BHD | Annual Report 2010 2010 at a Glance 30 NOVEMBER SEGi Education Group signed a Memorandum of Understanding (MOU) with the Ministry of Education, appointing SEGi as the main provider for the training of pre-school teachers and care-givers nationwide. In total, more than 6,500 pre-school teachers attended the 3-week training programme under the agreement. Of this figure, SEGi trained the giant share of 2,500 teachers. The project is part of the Economic Transformation Programme (ETP) or PERMANDU. 3 DECEMBER SEGi Education Group signed a Memorandum of Understanding with Puteri UMNO to offer academic and skillsbased programmes to qualified students at SEGi College Seri Kembangan throughout a 5-year period, targeting 5,000 students for the first intake. 16 DECEMBER ACCA (Association of Chartered Certified Accountants) officially awarded SEGi an accreditation letter providing paper exemptions to graduates of SEGi Diploma in Accounting and SEGi Bachelor of Accounting (Hons) programmes. 6 DECEMBER The Bachelor of Optometry (Hons) programme was offered at SEGi University College, with the inaugural intake on this date, after many months of preparation for the launch of this programme. 5 DECEMBER American Degree Program graduates received their degrees from Upper Iowa University President Dr Alan G. Walker during the UIU graduation ceremony at Prince Hotel and Residence, Kuala Lumpur. It saw the attendance of 86 graduates, the largest batch to date. The Academic Excellence Award ceremony was held on the same day to acknowledge high performing students who achieved GPA of 3.5 for Fall 2009 and Spring 2010 examinations. 67 SEG INTERNATIONAL BHD | Annual Report 2010 Quotes from the Media 3 FEBRUARY, THE STAR Upper Iowa University is one of the few universities that offers its twinning students yearly subsidies of at least 50% of total cost when they study in the United States of America. … The American Degree Program at SEGi is one of the rare degree programs which allow students to do double majors in about 4 years only. 4 MARCH, SIN CHEW DAILY SEGi Education Group is one of the few private education institutions that assist in the application of government loans as well as provide its own financial aid to deserving students. 2 APRIL, THE EDGE SEGi closes at highest in 5 years. … SEG INTERNATIONAL BHD (SEGi), which saw ECOFIRST CONSOLIDATED BHD ceasing to be a substantial shareholder, rose one sen yesterday to RM1.73, its highest close since early May 2005. 3 APRIL, UTUSAN MALAYSIA “I am also glad that SEGi has such kind and helpful lecturers. I feel like I’m well taken care of here. I will try my best to represent the SEGi College KL name well,” said Zuraini Binti Kamaruddin, final year of the Diploma in Nursing at SEGi College Kuala Lumpur. 68 4 MAY, THE SUN SEGi College Kuala Lumpur and the University of Greenwich (UOG) are both more than equipped to provide this Master of Science programme. It can be safely said that SEGi has close to 30 years of experience in teaching IT programmes. It started with the opening of Systematic Institute of Information Technology in 1982. Ever since then, the SEGi has grown from strength to strength and today offers programmes from certificate to master level. 2 JUNE, THE STAR Through its motto ‘Passion Guided, Industry Driven University’, SEGi strives to ensure that the education provided is industry relevant and taught with passion. The Faculty of Business and Accountancy at SEGi has 30 years of experience in producing business and accountancy graduates. It provides students with not only industryrelevant knowledge and skills, but also personal development, industrial attachments and increased employability. 20 JULY, THE EDGE SEGi is the sector’s – and indeed the market’s – top performing stock this year. It is trading on a historical PER of 50 times, based on 2009 earnings, although 2010 is likely to see better earnings, judging by its 1Q performance. SEG INTERNATIONAL BHD | Annual Report 2010 Quotes from the Media 15 AUGUST, BORNEO POST Professor Peter Hayball chose to teach with University of Sunderland and SEGi UC because he believes strongly in the MPharm programme: “The programme content is outstanding. Unlike traditional pharmacy undergraduate programmes, the UOS MPharm is a modern 21st century version where the patient is the primary focus. There is constant effort in improving the programme to integrate science into the practice of pharmacy.” diploma to master level. This year alone will see more than 120 early childhood education students graduating from SEGi and another 100 students embarking on their teaching practice. 13 SEPTEMBER, BERITA HARIAN Christine Heng Sie Bung, awarded the Bronze medal for the Best Nursing Student Award 2009-2010, credits her lecturers and clinical instructors with an excellent job done in providing quality education. “They are very experienced and their shared knowledge helped me a lot during my clinical placements,” she said. If an investor had bought 1,000 shares in SEGi at RM1 a year ago and subscribed to its rights issue of warrants in July, the capital value of his investment would have appreciated by more than 900%. In addition, two weeks ago, the education group declared a special dividend of 14 sen per share. … 6 OCTOBER, THE STAR In order to become an effective optometrist, an undergraduate would need sufficient clinical training apart from a strong academic grounding. The 4-year SEGi University College Bachelor of Optometry (Hons) programme takes care of both. 24 JANUARY, THE EDGE The year 2010 has been rewarding for shareholders of SEG International Bhd (SEGi), a stock that had hardly captured the imagination of analysts or fund managers before. Corporate exercise aside, SEGi’s earnings have been on an upward trend for the past five years. For the nine months ended Sept 30, 2010, SEGi’s profit after tax has tripled to RM31.7 million from RM9.96 million in the previous corresponding period. Earnings per share expanded to 12.61 sen from 4.21 sen. 7 NOVEMBER, NEW STRAITS TIMES SEGi University College has again demonstrated the recognition and quality of their programmes through a Memorandum of Agreement which was signed with the Ministry of Health Malaysia. This agreement will enable SEGi University College (SEGi UC) pharmacy students to undergo teaching and training in 14 government hospitals and community polyclinics nationwide. 23 DECEMBER, THE STAR PARENTING As a private education provider, SEGi is very experienced in the area of early childhood education, offering programmes in the field from 69 SEG INTERNATIONAL BHD | Annual Report 2010 Quotes from Analysts JF Apex Securities, 9 Feb 2011 The Ministry of Higher Education has set a target of 200,000 foreign students by 2020 from the current level of ~80,000 students, which we deem achievable as we believe that Malaysia does have the potential to become a regional education hub. the surge in both ROE and ROA, and lesser capex is expected. Kenanga Research, 28 Jan 2011 We believe FY10 will be the “new norm” and more to come judging from the Group’s growth strategies. TA Securities, 21 Feb 2011 The free cash flow of up to RM55-69mn (equivalent to 22-27 sen per share) could potentially paid out as special dividend in the future. JF Apex Securities, 9 Feb 2011 Going forward, SEGi will continue to introduce more new high margin courses by leveraging on its homegrown programmes. We view this move positively as it will allow the Group to garner better margins. Kenanga Research, 28 Jan 2011 Going forward, we believe the Group should be able to maintain this healthy financial position due to improving profitability, as per 70 TA Securities, 21 Feb 2011 Malaysia has a relatively young population which will serve as an engine of growth for the education industry. Kenanga Research, 28 Jan 2011 ...with the recent upgrade to University College in 2008, the Group is able to take on more students and to roll out higher margin programmes that should translate into better profitability. Kenanga Research, 28 Jan 2011 Throughout long years of hard work, today, SEGi is well-known for its strength in (i) caring for and supporting its people, (ii) having a vibrant and energetic attitude, (iii) being passionate in service. Kenanga Research, 28 Jan 2011 SEGi also does not limit itself to local students. In fact the Group is inspired to become an international higher education centre/ campus. Kenanga Research, 28 Jan 2011 Due to the (i) strong operating cashflow, (ii) less capex going forward and (iii) low financial gearing position, we believe the Group is able to pay out much higher dividends going forward. Kenanga Research, 22 Feb 2011 SEGi’s 12MFY10 net profit of Rm43.06m was 3.6% higher than our estimate of RM41.57m. We understand that the reason for strong growth was the marked improvement in student numbers (to ~23.0k from 19.5k). To SEG INTERNATIONAL BHD | Annual Report 2010 Quotes from Analysts recap, we are convinced that the Group has just entered a new era and is poised to stage a re-rating. JF Apex Securities, 9 Feb 2011 SEGi’s revenue has been growing steadily in the past three years with a CAGR of 34.45%. JF Apex Securities, 9 Feb 2011 The group’s balance sheet remains healthy, with shareholders fund grew by 14.5% y-o-y to RM193.79%mil as at 30 Sept 2010. As at 30 Sept 2010, SEGi has zero gearing ratio with a net cash position. TA Securities, 21 Feb 2011 As there are more upside risks to our future earnings forecast, chances for an upward revision in target price are bright. TA Securities, 21 Feb 2011 SEG’s management team comprises people with high qualifications and vast experience in professional practice. RHB Research Institute, 23 March 2011 Our indicative fair value for the stock is RM4.44, based on target FY11 PER of 17.5x, a 10% premium over Help’s FY11 PER of 16x. We believe the premium is fair given SEGi’s superior net profit margin, the wider array of courses offered and its larger market capitalisation. Alliance Research, 9 March 2011 SEGi expects earnings growth of about 5% for the current FYE Dec 31, 2011 from its proposed collaboration with two China academics. ...the collaboration with Xinjiang Language Centre and Linyi Normal University were expected to contribute positively to the earnings and net assets of the group for the future years. of 18.8% from potential capital upside and potential dividend yield, we maintain Buy on SEG. RHB Research Institute, 23 March 2011 While the fees for the international students are the same as compared to local students, the group enjoys tax benefits given that 50% of the total international student fees are tax exempt. RHB Research Institute, 23 March 2011 SEGi’s revenues have risen steadily since 2007 with a 3-year CAGR of 36.1% driven by the increase in student enrolment. Its earnings, however, have seen tremendous 3-year CAGR of 102.9%. In addition, the group also went through several kitchen sinking exercises in order to unlock some value of its assets in FY05-FY09. As such, SEGi’s balance sheet has remained healthy and the group’s net cash pile has grown to RM60.8m in FY10 from RM18.3m in FY09. RHB Research Institute, 23 March 2011 While there is no official dividend payout policy, on average, SEGi has been paying approximately 23-60% of its earnings as dividends. As such, we have assumed FY1113 annual gross dividends of 17-30 sen/share, which translate to gross yields of 3.7-6.5% and net payout ratios of 49.6-51.0%. TA Securities, 8 March 2011 We believe the collaboration between SEGi and University of Abertay Dundee would translate into substantial cost-savings for students. Given the potential total return 71 SEG INTERNATIONAL BHD | Annual Report 2010 Corporate Governance Statement The Board of Directors is committed to continually strive for the highest standards of corporate governance throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance shareholders’ values and to build sustainable business growth for the Group. The Board continues to implement the recommendations of the Malaysian Code on Corporate Governance (“the Code”) which sets out the principles (“Principles”) and best practices, as well as the Corporate Governance Guide issued by Bursa Malaysia Securities Berhad (“CG Guide”), that companies may adopt in their operations towards achieving the good governance framework. 72 The Board of Directors is pleased to report to shareholders on the manner in which the Group has applied the Principles, and the extent to which it has complied with the best practices of the Code and the CG Guide. PRINCIPLE A – BOARD OF DIRECTORS CONSTITUTION OF THE BOARD AND BOARD BALANCE The Board has overall responsibility for corporate governance, strategic direction and overseeing investments of the Group and of the Company. The Board, led by an Independent Non-Executive Chairman, is currently made up of ten (10) members, of whom five (5) are Independent Non-Executive Directors, one (1) is a NonIndependent Non-Executive Director and four (4) are Executive Directors. The Board members comprise high calibre individuals who are professionals in their respective fields. They, with their different backgrounds and specialisations, collectively bring with them a wide range of experience and expertise primarily in legal, business, financial and academic fields. The mixture of skills and experience is vital to add value in governing the strategic directions of the Group and ensuring that the Group continues to be a competitive leader in the education industry. A brief profile of each Director is presented on pages 12 to 16. There is a clear division of responsibilities between the Chairman and Group Managing Director to ensure that there is a balance of power and authority. The Chairman is responsible for ensuring Board’s effectiveness and conduct whilst the Group Managing Director has overall responsibility for the operating units, organisational effectiveness and implementation of Board’s policies and decisions. The Executive Directors have direct responsibility for business operations. The presence of Independent Non-Executive Directors fulfil a pivotal role in corporate accountability. Although all the Directors have equal responsibilities for the Group’s operations, the roles of these Independent Non-Executive Directors are important. They provide independent and objective views, advice and judgement on issues of strategy, business performance and controls. The Independent Non-Executive Directors always take account of the interests of the Group, shareholders and communities in which the Group conducts business as well as the public at large. The current size of the Board is appropriate and conducive for efficient deliberations at Board meetings and effective decision making. BOARD MEETINGS The Board meets on a scheduled basis, at least once every quarter with additional meetings held as and when urgent issues and important decisions are required to be made between the scheduled quarterly meetings. The Board has a formal schedule of matters reserved to it for decision, including the approval of annual and quarterly results, major acquisitions and disposals, material contracts or agreements, major capital expenditures and major decisions affecting business operations and performance of the Group. All Board members carry an independent judgement when deliberating matters concerning the Group including strategy, operations, performance, finance, resources and standard of conduct. SEG INTERNATIONAL BHD | Annual Report 2010 Corporate Governance Statement Senior management staff and/or external advisors may be invited to attend the Board meetings to advise the Board on issues under their respective purview. During the year ended 31 December 2010, five (5) meetings were held. A summary of attendance for each of the Board of Directors are as follows: Name of Directors reserved for the Board, recommendations would be highlighted for the Board’s approval. The chairman of the various committees reports the outcome of the committee meetings to the Board, and the minutes of the various committees are enclosed in the board papers at the following Board meetings. ŏ No. of meetings attended Tan Sri Dato’ Seri Megat Najmuddin Bin Dato’ Seri Dr Haji Megat Khas 5 out of 5 Dato’ (Dr) Patrick Teoh Seng Foo 5 out of 5 Dato’ Sri Clement Hii Chii Kok 4 out of 5 Lee Kok Cheng 5 out of 5 Hew Moi Lan (appointed on 20 April 2010) 4 out of 4 Datu Haji Putit Bin Matzen (appointed on 20 April 2010) 3 out of 3 Datuk Chee Hong Leong (appointed on 21 February 2011) The Nominating Committee is entrusted with the specific task of identifying and recommending new nominees to the Board. However, the Board has the final decision on appointments after considering the recommendations of the committee. The committee has a self-appraisal programme to assess the Directors of the Company on an on-going basis. The duties include evaluating the effectiveness of the Board as a whole, the various board committees and reviewing the mix of skills, experience and expertise of each Director and their contributions to the effectiveness of the decision-making process of the Board. The Nominating Committee comprises Non-Executive Directors as follows: N /A Amos Siew Boon Yeong 5 out of 5 Foo San Kan 5 out of 5 Goh Leng Chua (appointed on 20 April 2010) 3 out of 3 Tan Sri Dato’ Seri Megat Najmuddin Bin Dato’ Seri Dr Haji Megat Khas Independent Non-Executive Director ACCESS TO INFORMATION Board meetings are structured with a pre-set agenda, whereby prior to each Board meeting, all Directors are provided with a set of Board papers containing information relevant to the business of the meeting to facilitate decision-making. The Board has unrestricted access to all information pertaining to the Group’s affairs and the services of the Company Secretaries. If necessary, the Directors are at liberty to seek independent professional advice on matters relating to the fulfilment of their roles and responsibilities at the Company’s expense to enable them to discharge their duties effectively. BOARD COMMITTEES The Board assumes responsibility for effective stewardship and control of the Group. It delegates certain responsibilities to the Board Committees as described below with clearly defined terms of reference and the Board receives reports of their proceedings and deliberations. Where committees have no authority to make decisions on matters Nominating Committee Chairman Datu Haji Putit Bin Matzen Non-Independent Non-Executive Director Member Datuk Chee Hong Leong Independent Non-Executive Director Member The committee met twice during the year under review. ŏ Remuneration Committee The Remuneration Committee is responsible for developing the remuneration policy framework and to make recommendations to the Board on the remuneration packages of the Directors. The Executive Directors do not participate in decisions relating to their remuneration. The Board as a whole determines the remuneration of the Directors. The individual concern abstains from participating in decisions in respect of his/her individual remuneration. 73 SEG INTERNATIONAL BHD | Annual Report 2010 Corporate Governance Statement The Remuneration Committee consists of a majority of NonExecutive Directors as follows: Tan Sri Dato’ Seri Megat Najmuddin Bin Dato’ Seri Dr Haji Megat Khas Independent Non-Executive Director Chairman Dato’ (Dr) Patrick Teoh Seng Foo Executive Deputy Chairman/President Member Dato’ Sri Clement Hii Chii Kok Group Managing Director Member Datu Haji Putit Bin Matzen Non-Independent Non-Executive Director Member Datuk Chee Hong Leong Independent Non-Executive Director Member Foo San Kan Independent Non-Executive Director Member The Risk Management Committee will update the Audit Committee regularly on the risk profiles and any risks identified in the Group effective 2011. The Risk Management Committee is chaired by the Chief Executive Officer. The other members include at least a member of the Board, the Chief Operating Officer and key senior management, as follows: Lee Kok Cheng Chief Executive Officer/Executive Director Chairman Amos Siew Boon Yeong Independent Non-Executive Director Member Hew Moi Lan Chief Operating Officer/Executive Director Member Cheryl Chong Poh Yee Member Executive Vice President, Corporate Planning and Services Kang Ching Hong Executive Vice President, Corporate Affairs Member The committee met once during the year under review. ŏ Audit Committee Prior to 2011, the Risk Management Committee reported to the Board of Directors directly. The Audit Committee assists the Board in discharging its duty in maintaining a sound internal control system to safeguard the shareholders’ investment and the Company’s assets. The terms of reference and further information on the Audit Committee are set out in the Report of the Audit Committee. Re-election The Audit Committee members are as follows:Amos Siew Boon Yeong Independent Non-Executive Director Chairman Foo San Kan Independent Non-Executive Director Member Goh Leng Chua Independent Non-Executive Director Member The committee is also tasked with the monitoring of risk in the Group. Risk Management is assisted by a Risk Management Committee which reports to the Audit Committee. The Head of Internal Audit attends every Audit Committee meeting. The minutes of the Audit Committee meetings are tabled to the Board for noting and action by the Board, where appropriate. 74 In accordance with the Articles of Association of the Company, all Directors who are appointed by the Board are subject to retirement and eligible for election by shareholders at the annual general meeting following their appointment. The remaining Directors will retire at regular intervals by rotation at least once every three (3) years and shall be eligible for re-election. The Nominating Committee conducts annual assessment of the Board in respect of their skills, experience and contributions, and whether the Independent Non-Executive Directors are able to discharge their duties with unbiased and independent judgement. There is no maximum tenure for Directors as the Board is of the opinion that the ability of a Director is very much a function of his calibre, qualification, experience and personal qualities, particularly of his integrity and objectivity, regardless of his tenure as an Independent Non-Executive Director. SEG INTERNATIONAL BHD | Annual Report 2010 Corporate Governance Statement TRAINING AND DEVELOPMENT OF DIRECTORS Mandatory Accreditation Programme will be organised for the newly appointed Directors, if necessary. The Directors who have completed the Mandatory Accreditation Programme continually attended various training programmes to stay abreast with developments in the market place and new statutory and regulatory requirements. The Board recognises the importance of Directors being kept abreast with industry development and trends. The Directors are also regularly updated on new and relevant statutory as well as regulatory guidelines from time to time during the Board meetings. Conferences and seminars which are beneficial to the Directors were circulated for the Directors’ attention and participation. The Company regularly identifies relevant training programmes, either internal or external, for the Directors and members of the Board Committees. During the year under review, a training titled “Leadership and the Choice” was organised on 20 April 2010. All the Directors together with the senior management participated in the session and deliberated on the challenges normally faced by corporations. In addition, all Directors also attended education programmes and seminars in connection to the relevant changes in laws, regulations and business environment to stay abreast with developments in the market place. Among the relevant professional programmes attended were as follows: ŏ ŏ ŏ ŏ ŏ ŏ ŏ ŏ ŏ ŏ ŏ ŏ ŏ ŏ MICG Annual Directors Duties and Governance Conference, “Towards Boardroom Excellence and Corporate Governance Best Practices” National Conference on Procurement Best Practices For The Public Sector, Statutory Bodies and Government-Linked Companies Seminar On Harness the Power of Your Communication MICG National Legal Counsel Forum 2010 Corporate Governance Week by Bursa Malaysia Berhad National Procurement Guidelines Forum, “Understanding the integrity pact & the dos and don’ts in government procurement for the public & private sector” Indonesia 2010:Market Outlook & Entry Strategy Competition Law 2010 MICG Updates on regulatory framework and Directors Duties 2010, titled “What Directors Need to Know” Leadership: Round table discussion Workshop on Brand Attributes, Outcomes and Strategies Briefing on GST Risk Management of Derivatives What Directors and Senior Management Should Know Building Organisational Capability for Strategic Transformation ŏ ŏ ŏ ŏ ŏ ŏ ŏ ŏ Banking Insights Audit Committee Institute Roundtable Discussion, titled “Going Forward: Risk & Reform – Implications for Audit Committee Oversight” Islamic Institution and Governance Micro Insurance, The Main Market Opportunity Board Risk Management Committee for Insurance Companies Briefing on Derivative Investment National Tax Conference 2010 Role of Board of Directors and decision making The Board will continue to evaluate and determine the training needs of its members on an ongoing basis. PRINCIPLE B – DIRECTORS’ REMUNERATION The objective of the Company’s policy on Directors’ remuneration is to attract and retain Directors of calibre needed for the achievement of the Company’s strategic objectives. The remuneration is structured so as to link rewards to the performance for the Executive Directors. The Non-Executive Directors are paid annual fees for their contributions to the Company. The details of the remuneration for the Directors of the Company for the year under review are as follows: 1. Aggregate remuneration of each Director Executive Directors Dato’ (Dr) Patrick Teoh Seng Foo Dato’ Sri Clement Hii Chii Kok Lee Kok Cheng Hew Moi Lan (appointed on 20 April 2010) Non-Executive Directors Tan Sri Megat Najmuddin Bin Dato’ Seri Dr Hj Megat Khas Datu Haji Putit Bin Matzen (appointed on 20 April 2010) Amos Siew Boon Yeong Foo San Kan Goh Leng Chua (appointed on 20 April 2010) Simon Hue Fook Chuan (retired on 28 June 2010) Salary RM Fee RM Other Emoluments RM 637,500 836,700 756,200 - 85,150 74,460 64,800 684,200 - 78,383 - 82,000 - - 35,000 55,000 48,000 - - 35,000 - - 24,000 - Note: Other emoluments include benefits-in-kind and statutory contributions. 75 SEG INTERNATIONAL BHD | Annual Report 2010 Corporate Governance Statement 2. Aggregate remuneration of Directors in respective bands of RM50,000 Range of Remuneration Number of Directors Executive Non-Executive Below RM50,000 RM50,001 to RM100,000 RM700,001 to RM750,000 RM750,001 to RM800,000 RM800,001 to RM850,000 RM900,001 to RM950,000 1 1 1 1 4 2 - Note: Successive bands of RM50,000 are not shown entirely as they are not represented. PRINCIPLE C – SHAREHOLDERS i. Cheryl Chong Poh Yee Executive Vice President, Corporate Planning & Services ii. Kang Ching Hong Executive Vice President, Corporate Affairs iii. Hew Ling Sze Company Secretary Telephone number Facsimile number Email : : : 603-6145 1777 603-6145 2755 corporate@SEGi.edu.my The Board has appointed Mr Amos Siew Boon Yeong, a Senior Independent Non-Executive Director, to whom all concerns regarding the Company may be conveyed. Relationship with Shareholders and Investors Annual General Meeting (“AGM”) The Board recognises the importance of an effective communication channel between the Board, shareholders and general public. The Board acknowledges the need for shareholders and other stakeholders to be informed of all material business matters affecting the Company. Recognising the importance of timely dissemination of information to shareholders and other stakeholders, the Board is committed to ensure that the shareholders and the general public would have an easy and convenient access to the Group’s latest financial results, press releases, annual reports and other corporate information through the following channels: ŏ ŏ ŏ The various disclosures and announcementsto Bursa Malaysia Securities Berhad (“Bursa Securities”) including quarterly and annual results via www bursamalaysia.com; The Company’s website at www.SEGi.edu.my; and The Company’s investor relations website at SEGi.investor.net.my The Company also conducts corporate briefings and regular meets with analyst to update them on the latest development of the Company. Analysts reports are available to the public via the Group’s investor relations website at SEGi.investor.net.my. The Group welcomes inquiries and feedbacks from shareholders and other stakeholders. All queries and concerns regarding the Group may be conveyed to the following persons: 76 The AGM provides a platform for two-way communication between the Company and shareholders. The Chairman and the Board encourage shareholders to attend and participate in the AGM. Shareholders are given the opportunity to seek clarification on any matters pertaining to the business and financial performance of the Group. PRINCIPLE D – ACCOUNTABILITY AND AUDIT Financial Reporting The Board aims to present a balanced and understandable assessment of the Group’s financial performance and prospects to the shareholders, primarily through its annual financial statements and unaudited interim results as well as other corporate announcements and the Chairman’s Statement and other reports in the Annual Report. The Audit Committee assists the Board in reviewing information disclosed to ensure accuracy and adequacy. Internal Control Information on the Group’s internal control is presented in the Statement of Internal Control which appears in the ensuing pages of this report. SEG INTERNATIONAL BHD | Annual Report 2010 Corporate Governance Statement Relationship with Auditors Compliance Statement The role of the Audit Committee in relation to external auditors is described in the Audit Committee Report set in the ensuing pages of this Annual Report. The Company has maintained a close and transparent relationship with its auditors in seeking professional advice and ensuring compliance with applicable approved accounting standards in Malaysia. The Board has taken steps to ensure that the Group has implemented the best practices as set out in the Code and CG Guide. Corporate Responsibility The Group’s corporate responsibility initiatives are explained in our Corporate Responsibility section in this report. This statement was approved by the Board of Directors on 24 March 2011. Other information required by the Bursa Securities Listing Requirements 1. Utilisation of Proceeds Raised from Corporate Proposals The renounceable rights issue of up to 124,729,857 five (5)-year 2010/2015 warrants on the basis of one (1) new warrant for every two (2) subdivided shares held were issued, at an issue price of RM0.05 cash per warrant, on 17 August 2010 and subsequently listed on the Bursa Malaysia Securities Berhad on 19 August 2010. The net proceeds from the proposal have been fully utilised, breakdown of which was as follows: Related Party Transactions An internal compliance framework exists to ensure that the Group meets its obligations under the Main Market Listing Requirements for any related party transactions and conflict of interest situation which may arise within the Company or the Group. The Board, through the Audit Committee, reviews material related party transactions, if any. A Director who has an interest in a transaction will abstain from deliberating and voting on the relevant resolution in respect of such transaction at the Board meeting. RM’000 - General working capital - Corporate proposals expenses Other than as disclose, there were no proceeds raised from corporate proposals in the year under review. Whistle-blowing Policy The employees are encouraged to report any misfeasance by any persons in the workplace to the appropriate parties within the Group. Proper investigations on all allegations or reports from within and outside the Group will be carried out to ensure that all concerns received are appropriately accounted for and reported to the right channel. 555 6,236 A list of the significant related party transactions is reported in the notes to the financial statements for the year ended 31 December 2010. The Group is introducing a whistle-blowing policy to provide employees with an accessible avenue to report in good faith of any suspected wrongdoing which includes suspected fraud, misappropriation of assets, criminal breach of trust, corruption, questionable or improper accounting records, misuse of confidential information and acts or omissions which are deemed to be against the interest of the Company, laws, regulations or public policies. 5,681 2. Share Buy-back and Re-sale During the year ended 31 December 2010, the Company sold 3,000,600 of its treasury shares for a total consideration of RM3,264,212. The proceeds from the sale of treasury shares were utilised for working capital purposes. The Company also bought back 7,184,500 of its own ordinary shares of RM0.50 each at the total consideration of RM16,692,646. The shares bought back were held as treasury shares in accordance with Section 67A of the Companies Act, 1965. None of the shares purchased were being cancelled during the year. 77 SEG INTERNATIONAL BHD | Annual Report 2010 Corporate Governance Statement Details of the movement of treasury shares during the year were as follows:- Monthly Breakdown Purchase/sale Price Per Share (RM) Average Price Per Share Total Highest RM RM 0.960 1.050 0.99 (2,056,144) 1.380 1.210 1.31 No. of Shares Purchased/ (sold) Lowest (2,074,900) (925,700) Sale of treasury shares January 2010 February 2010 (3,000,600) (1,208,068) (3,264,212) Note: at 28 February 2010, the treasury shares of the Company was NIL. Shares bought back August 2010 807,000 2.400 2.600 2.51 2,028,956 September 2010 4,018,500 2.180 2.500 2.38 9,550,344 October 2010 1,725,200 2.080 2.300 2.20 3,800,557 633,800 2.010 2.090 2.07 November 2010 7,184,500 1,312,789 16,692,646 As at 31 December 2010, the total treasury shares held by the Company was 7,184,500 shares. 3. Options, Warrants or Convertible Securities The renounceable rights issue of up to 124,729,857 five (5)-year 2010/2015 warrants (“Warrants”) on the basis of one (1) new warrant for every two (2) subdivided shares were issued on 17 August 2010 and subsequently listed on the Bursa Malaysia Securities Berhad on 19 August 2010. As at 31 December 2010, there were 1,787,100 new ordinary shares of RM0.50 each issued pursuant to the exercise of Warrants. Save as disclosed above, there were no options or convertible securities issue during the year under review. 78 4. American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”) Programme The Company did not sponsor any ADR or GDR Programme during the year. 5. Sanctions and/or Penalties During the year, there were no major sanctions and/or penalties imposed on the Company or its subsidiary companies, Directors or management by the relevant regulatory authorities. SEG INTERNATIONAL BHD | Annual Report 2010 Corporate Governance Statement 6. Non-Audit Fees Non-audit fees of RM8,000.00 were paid to Messrs Crowe Horwath, the reporting accountants for the corporate exercise of share split from RM1.00 per ordinary share to RM0.50 per ordinary share, bonus issue of 2:5 and the renounceable right issue of warrants of 1:2 implemented during the year ended 31 December 2010. 7. Variation in Results There was no material variance in results between the audited results for the year ended 31 December 2010 and the unaudited results previously announced. 8. Profit Guarantee 10. Revaluation Policy on Landed Properties The Company does not have a policy to revalue its landed properties. 11. Recurrent Related Party Transactions of a revenue or trading nature There were no recurrent related party transactions of revenue nature which required shareholders’ mandate during the year ended 31 December 2010. 12. Internal Audit Function During the year under review, the Company incurred expenses amounting to RM210,157 for the internal audit function. There was no profit guarantee given to the Company during the year under review. 9. Material Contracts There were no material contracts entered into by the Company and its subsidiaries, involving the interest of directors and major shareholders, either still subsisting at the end of the year or entered into since the end of the previous year. 79 SEG INTERNATIONAL BHD | Annual Report 2010 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 year, and of their results and cash flows for the year then ended. The Directors also ensured that the financial statements are drawn up in accordance with the applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965. In preparing the financial statements, the Directors have adopted and consistently applied suitable accounting policies and made reasonable and prudent judgements. The Directors are also responsible 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. 80 SEG INTERNATIONAL BHD | Annual Report 2010 Audit Committee Report The Board of Directors is pleased to present the Audit Committee Report for the year ended 31 December 2010. Terms of Reference of the Audit Committee The Audit Committee comprises: The Audit Committee (“the Committee”) is governed by the terms of reference that were formally endorsed by the Board on 11 May 2001 and have been reviewed from time to time. The terms of reference are set out as follows: Amos Siew Boon Yeong - OBJECTIVES Foo San Kan Goh Leng Chua - Membership Chairman, Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director MEETINGS During the year under review, a total of five (5) meetings were held on 24 February 2010, 20 April 2010, 27 May 2010, 18 August 2010 and 23 November 2010. Attendance of each member was as follows: Audit Committee Members Amos Siew Boon Yeong Foo San Kan Goh Leng Chua (appointed on 28 June 2010) Simon Hue Fook Chuan (retired on 28 June 2010) The principal objectives of the Committee are to review the adequacy and the integrity of the Company’s internal control system and management information system, including systems for compliance with applicable laws, regulations, rules, directives and guidelines, as well as to oversee the conduct of the Company’s businesses. 5/5 5/5 The Committee provides assistance to the Board in fulfilling its fiduciary responsibilities, particularly in areas related to financial accounting and reporting practices, as well as operation and management controls. This is to ensure conformity with good corporate governance, transparency, integrity and accountability in the conduct of the Group’s activities so as to safeguard the rights and interests of the shareholders. 2/2 COMPOSITION 3/3 The Committee shall consist of at least three (3) members. All the Committee members must be non-executive Directors, with a majority of them being independent. The Chairman shall be an Independent No. of meetings attended 81 SEG INTERNATIONAL BHD | Annual Report 2010 Audit Committee Report Non-Executive Director. At least one member of the Committee must be a member of the Malaysian Institute of Accountants or if he is not, then he must be a person who complies with the requirements of Paragraph 15.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Main Market Listing Requirements”). In the event of any vacancy in the Committee resulting in the noncompliance of subparagraph 15.09(1) of the Main Market Listing Requirements, the vacancy must be filled within three (3) months. The term of office and performance of the Committee and each of the members shall be reviewed by the Board of Directors at least once every three (3) years to determine whether the Committee and its members have carried out their duties in accordance with the Terms of Reference. MEETINGS The Committee shall meet not less than four (4) times a year. A quorum shall consist of two (2) members, with independent directors forming the majority. Certain members of senior management shall attend meetings by invitation of the Committee. The external auditors will be present at certain meetings to report to the Committee on their audit plan, their audit report, any major audit findings and any other specific issues. The Committee also meets at least twice a year with the external auditors without the management present. The Secretary shall be responsible for drawing up the agenda and circulating it, supported by explanatory documentation to the Committee members prior to each meeting. The Secretary shall also be responsible for keeping the minutes of the Committee, and circulating them to each member of the Committee and of the Board of Directors. The Chairman of the Committee shall report on each meeting to the Board. The Secretary to the Committee shall be the Company Secretary. AUTHORITY The Committee is authorised by the Board: [a] to investigate any matter within its terms of reference; [b] to have the resources which are required to perform its duties; [c] to have full and unrestricted access to any information pertaining to the Group and the Company; 82 [d] to have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity; [e] to obtain independent professional or other advice as necessary; and [f] to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary. FUNCTIONS The functions of the Committee are as follows: [a] to 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, competency and resources of the internal audit function and that it has the necessary authority to carry out its work; vi the internal audit programme, processes, the results of the internal audit work undertaken and whether or not appropriate actions are taken on the recommendations of the internal audit function; vii the quarterly reports and year end financial statements, prior to the approval by the Board of Directors, focusing particularly on: ŏ changes in or implementation of major accounting policies and practices; ŏ significant adjustments arising from the audit; ŏ significant and unusual events; and ŏ compliance with accounting standards and legal requirements; viii any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity; ix external auditors’ management letter and management’s responses; and x the Risk Management Committee, the risks identified and the mitigation plans to address the risks. SEG INTERNATIONAL BHD | Annual Report 2010 Audit Committee Report [b] to consider the appointment of the external auditors, the audit fee and any questions on resignation or dismissal; [c] to recommend the nomination of a person or persons as external auditors; and [d] such other functions as the Board may from time to time determine. ŏ ŏ ŏ Activities during the year During the year under review, the following were the activities of the Committee: ŏ ŏ ŏ ŏ ŏ ŏ ŏ ŏ ŏ ŏ ŏ ŏ Reviewed the external auditors’ scope of work and audit plans for the year prior to the audit with the representatives from the external auditors who presented their audit strategy and plan. Reviewed with the external auditors the results of the audit and the audit report and considered the major findings by the external auditors and the management’s responses thereto. Reviewed the assistance given by the Group employees to the auditors. Considered and recommended to the Board for approval the audit fees payable to the external auditors as disclosed in the notes to the financial statements. Reviewed the quarterly reports of the Gourp and year end financial statements of the Company and the Group before recommending for the Board’s approval. Reviewed the related party transactions entered into by the Company and the Group and the disclosure of such transactions in the annual report of the Company. Reviewed the Company’s compliances, in particular the quarterly reports and year end financial statements, with the provisions of the Companies Act, 1965, Main Market Listing Requirements, applicable approved accounting standards in Malaysia and other relevant legal and regulatory requirements. Reviewed the Company’s Statement on Internal Control prior to endorsement by the Board. Reviewed the effectiveness of the internal audit process, audit function resource requirements, and assessed the performance of the internal auditors. Reviewed the programmes and internal annual audit plan for the current financial year to ensure adequate scope and comprehensive coverage of the activities of the Company and the Group. Reviewed with the internal auditors, important issues highlighted including the management’s responses and the follow-up action plans implemented. Reviewed the extent of the Group’s compliance with provisions set out in the Malaysian Code on Corporate Governance (“the Code”). Recommended to the Board action plans to address identified gaps between the Group’s existing corporate governance practices and the prescribed corporate governance principles and best practices under the Code. Met with the external auditors independently without the presence of the management. Met with the internal auditors independently without the presence of the management. Internal Audit Function The Audit Committee is supported by the in-house and independent Internal Audit Department who performs the internal audit function for the Group. The main role of the Internal Audit Department is to review the effectiveness of the system of internal control and risk management within the Group and this is performed with impartiality, proficiency and due professional care. It is the responsibility of the Internal Audit Department to provide the Audit Committee with independent and objective report 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. During the year, the Internal Audit Department has performed audits on the Group’s institutions and corporate departments in accordance to the approved Internal Audit Plan. The completed audit reports were presented to the Audit Committee for deliberation and follow-up audits were also performed to ensure Management had addressed the control weaknesses accordingly. The Audit Committee Report was approved by the Board of Directors on 24 March 2011. 83 SEG INTERNATIONAL BHD | Annual Report 2010 Statement on Internal Control INTRODUCTION The Board of Directors (“Board”) is pleased to outline the state of internal control of the Group for the financial year ended 31 December 2010. THE BOARD’S COMMITMENT b. Key business processes of the Group are governed by the Standard Operating Procedures to ensure consistency in delivery of quality academic and support services to students, integrity and timeliness of the Financial Statements, as well as good governance processes in engagement of goods and services and payments to suppliers. The Group is currently implementing ISO certification on the examination departments of the Group’s key institutions in order to further enhance the integrity of the examination processes. This exercise is expected to be completed in Year 2011. c. Business strategies, sales targets and budgets are set by Key Management together with Heads of Business units. These targets and budgets together with any major operational issues are regularly monitored and discussed at the Management meetings. d. The Executive Directors and Group Senior Management report to the Board the financial performances of the Group during the regular Board meetings. Major investments and business strategies are also discussed and approved by the Board. e. A Tender Selection Panel comprising the Group Senior Management has been formed to evaluate requests for major purchases to ensure competitiveness, quality and transparency in the sourcing and recommendations made by the users. The Board remains committed towards operating a sound internal control system and has recognised that the system must continually evolve to support the type of business and size of operations of the Group. Due to the limitations that are inherent in any system of internal control, the Board is aware that such system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can provide only reasonable and not absolute assurance against material misstatement or loss. ASSURANCE MECHANISM The Board has reviewed the effectiveness of the Group’s system of internal controls and risk management processes and the Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group and this process is regularly reviewed by the Board. Key elements of which are as follows: THE MANAGEMENT a. 84 The planning and management of the Group’s business operations are well documented in the Group Organisational Chart approved by the Group Managing Director. SEG INTERNATIONAL BHD | Annual Report 2010 Statement on Internal Control f. g. The Safety and Health Committee has been set up to review the occupational safety and health procedures within the Group’s institutions. THE AUDIT COMMITTEE (AC) i. The Board has tasked the AC with established Terms of Reference to examine the effectiveness of the Group’s system of internal control. In order to achieve that, the AC ensures the audit scope in the Internal Auditor covered significant risks areas identified by the Group. In addition, any major control weaknesses and management’s commitments pertaining to the audit recommendations highlighted in the Internal Audit Reports are being addressed accordingly. The AC had updated the Board on the status of the Group’s system of internal control in the Board meetings conducted during the year. j. The AC also reviewed the internal control weaknesses raised by the external auditors during the audit committee meeting and noted that Management has put in place relevant controls to rectify the deficiencies. Key functions such as finance and treasury, legal, human resource and regulatory matters are controlled centrally to ensure consistency in the setting and application of policies and procedures relating to these functions, and reduce duplication of works, thereby promoting efficiency in the Group. THE RISK MANAGEMENT COMMITTEE (RMC) h. The Board has entrusted the RMC to review the Risk Management processes within the Group. During the year, two meetings had been conducted to review and monitor the significant risks and relevant mitigating controls have been identified and documented in the Risk Profile. The outcomes of the RMC meetings were presented to the Board accordingly. The RMC is assisted by the Risk Management Working Committee which comprised of Senior Management to monitor and ensure relevant controls to mitigate significant business risks within the Group’s institutions and business units in the day to day operations. ASSURANCE The Management, in striving for continuous improvement will put in place appropriate action plans, where necessary, to further enhance the Group’s system of internal control. During the current financial year, there were no major weaknesses of internal control which resulted in material losses, contingencies or uncertainties that would require disclosure in the Company’s Annual Report. The Statement on Internal Control was approved by the Board of Directors on 24 March 2011. 85 SEG INTERNATIONAL BHD | Annual Report 2010 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Twenty-Fifth Annual General Meeting of SEG International Bhd (“SEGi” or “the Company”) will be held at Level 2, Right Wing, SEGi University College, No. 9, Jalan Teknologi, Taman Sains Selangor, Kota Damansara, PJU 5, 47810 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 4 May 2011 at 10.30 a.m. for the following purposes:AS ORDINARY BUSINESS 1. To receive and adopt the Audited Financial Statements for the year ended 31 December 2010 and the Directors’ and Auditors’ Reports thereon. 2. (Ordinary Resolution 1) To declare a first and final single tier dividend of 7.0 sen per ordinary share for the year ended 31 December 2010 as recommended by the Directors in their Report. (Ordinary Resolution 2) 3. To approve the payment of Directors’ fees for the year ended 31 December 2010. (Ordinary Resolution 3) 4. To re-elect the following Directors retiring in accordance with Article 86 of the Company’s Articles of Association:(a) Dato’ (Dr) Patrick Teoh Seng Foo (b) Dato’ Sri Clement Hii Chii Kok; and (c) Lee Kok Cheng (Ordinary Resolution 4) (Ordinary Resolution 5) (Ordinary Resolution 6) To elect the following Director retiring in accordance with Article 93 of the Company’s Articles of Association (a) Datuk Chee Hong Leong (Ordinary Resolution 7) To re-appoint Messrs Crowe Horwath as Auditors of the Company and authorise the Directors to fix their remuneration. (Ordinary Resolution 8) 5. 6. AS SPECIAL BUSINESS To consider and if thought fit, to pass the following resolutions:7. Authority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965 “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 to be issued pursuant to this resolution in any one financial year does not exceed ten percent (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 of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad (“Bursa Securities”) and that such authority shall continue in force until the conclusion of the next Annual General Meeting (“AGM”) of the Company.” 8. Proposed Renewal of Authority for the Purchase by SEG International Bhd (“SEGi”) of its Own Shares (“Proposed Share Buy-Back”) “THAT, subject to the provisions of the Companies Act, 1965 (“the Act”) (as may be amended, modified or reenacted from time to time), the Articles of Association of the Company, the Main Market Listing Requirements of Bursa Securities and any other relevant authorities, the Company be and is hereby authorised to purchase on the market of the Bursa Securities and/or hold such number of ordinary shares of RM0.50 each in SEGi (“SEGi Shares”) as may be determined by the Directors from time to time through Bursa Securities upon such terms 86 (Ordinary Resolution 9) SEG INTERNATIONAL BHD | Annual Report 2010 Notice of Annual General Meeting and conditions as the Directors may deem fit in the interest of the Company provided that the total aggregate number of shares purchased or to be purchased pursuant to this resolution does not exceed ten percent (10%) of the total issued and paid-up share capital of the Company for the time being; an amount not exceeding the Company’s latest audited retained profit of RM58,868,000 and share premium account of RM956,000 as at 31 December 2010, be allocated by the Company for the Proposed Share Buy-Back AND THAT in respect of each purchase of SEGi Shares, the Directors shall have the absolute discretion to decide whether such shares purchased are to be cancelled and/or retained as treasury shares and distributed as dividends or resold on the market of the Bursa Securities or subsequently cancelled; AND THAT the authority conferred by this resolution shall commence immediately upon the passing of this resolution and shall continue to be in force until:i. the conclusion of the next AGM of the Company, at which time it will lapse, unless renewed by an ordinary resolution passed by the shareholders of the Company in a general meeting; ii. the expiry of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or iii. revoked or varied by an ordinary resolution passed by the shareholders of the Company in a general meeting; whichever is the earlier; AND THAT the Directors be and are hereby authorised to act and to take all such steps to give full effect to the Proposed Share Buy-Back and do all such acts and things as they may deem necessary or expedient in the best interests of the Company.” 9. (Ordinary Resolution 10) To consider any other business of which due notice shall have been given. NOTICE OF BOOKS CLOSURE NOTICE IS HEREBY GIVEN that the dividend, if approved, will be paid on 27 May 2011 to shareholders whose names appear in the Record of Depositors at the close of business on 11 May 2011. FURTHER NOTICE IS HEREBY GIVEN that a depositor shall qualify for entitlement to the final dividend only in respect of:a) shares transferred into the depositor’s securities account before 4.00 p.m. on 11 May 2011 in respect of ordinary transfers; and b) shares bought on Bursa Securities on a cum entitlement basis according to the Rules of the Bursa Securities. By Order of the Board CHONG POH YEE (MIA 7620) HEW LING SZE (MAICSA 7010381) Secretaries Petaling Jaya, Selangor 12 April 2011 87 SEG INTERNATIONAL BHD | Annual Report 2010 Notice of Annual General Meeting NOTES: 1. A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. A member who is an authorised nominee may appoint at least one proxy in respect of each securities account it holds. 2. The Form of Proxy must be deposited at the Registered Office of the Company at 6th Floor, SEGi University College, No. 9, Jalan Teknologi, Taman Sains Selangor, Kota Damansara, PJU 5, 47810 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time and date of the meeting or adjourned meeting. 3. Explanatory notes on Special Business a. Ordinary Resolution 9 - Authority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965 The proposed Ordinary Resolution 9, if passed, will give authority to the Directors of the Company to issue ordinary shares in the Company up to an aggregate amount of not exceeding ten percent (10%) of the issued share capital 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 AGM of the Company. The general mandate, once approved and renewed, will provide flexibility to the Company for allotment of shares for the proposed private placement of up to ten percent (10%) of the issued and paid-up share capital of the Company, which was approved by Bursa Securities on 8 March 2011, and/or any possible fund raising activities for the purpose of funding future investment project(s), working capital and/or acquisition(s). As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the Twenty-Fourth AGM held on 28 June 2010 and hence no proceeds were raised therefrom. b. Ordinary Resolution 10 - Proposed Renewal of Authority for the Proposed Share Buy-Back The proposed Ordinary Resolution 10, if passed, will empower the Directors to purchase SEGi shares through Bursa Securities up to an amount not exceeding ten percent (10%) of the issued and paid-up share capital of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. Detailed information on the Proposed Share Buy-Back is set out in the Statement to Shareholders dated 12 April 2011 which is despatched together with this Annual Report. Statement Accompanying Notice of Annual General Meeting 1. Directors who are standing for election and re-election at the Twenty-Fifth Annual General Meeting of the Company 2. There were five (5) Board meetings held during the financial year ended 31 December 2010. Details of attendance of the Directors are set out in the Corporate Governance Statement appearing on page 73 of the Annual Report. The Directors retiring at the Twenty-Fifth Annual General Meeting pursuant to Article 86 of the Company’s Articles of Association are as follows: (a) Dato’ (Dr) Patrick Teoh Seng Foo; Details of Attendance of Directors at Board meetings 3. Place, Date and Time of Twenty-Fifth Annual General Meeting (b) Dato’ Sri Clement Hii Chii Kok; and (c) Lee Kok Cheng. The Director retiring at the Twenty-Fifth Annual General Meeting pursuant to Article 93 of the Company’s Articles of Association is as follows: (a) Datuk Chee Hong Leong Details of Directors who are standing for election and re-election are set out in the Directors’ Profile appearing on pages 12 to 16 of the Annual Report. 88 The Twenty-Fifth Annual General Meeting of the Company will be held at Level 2, Right Wing, SEGi University College, No. 9, Jalan Teknologi, Taman Sains Selangor, Kota Damansara, PJU 5, 47810 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 4 May 2011 at 10.30 a.m. Financial Information 90 95 95 96 98 99 100 103 105 Directors’ Report Statement by Directors Statutory Declaration Independent Auditors’ Report Statements of Financial Position Statements of Comprehensive Income Statements of Changes in Equity Statements of Cash Flows Notes to the Financial Statements SEG INTERNATIONAL BHD | Annual Report 2010 Directors’ Report The directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year ended 31 December 2010. PRINCIPAL ACTIVITIES The Company is principally engaged in the businesses of investment holding and provision of management consultancy services, property management, rental of premises, business advisory services, and educational and training services whilst the principal activities of the subsidiaries are set out in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. RESULTS The Group RM’000 The Company RM’000 Profit after taxation for the financial year 43,240 45,829 Attributable to:Owners of the Company Minority interests 43,059 181 45,829 - 43,240 45,829 DIVIDENDS Since the end of the previous financial year, the Company paid a final dividend of RM0.035 per ordinary share of RM1.00 each, less income tax at 25%, amounting to RM2,339,000 in respect of the financial year ended 31 December 2009. The directors now recommend the payment of a final single tier dividend of RM0.07 per ordinary share of RM0.50 each, amounting to RM17,291,000 in respect of the financial year ended 31 December 2010, subject to the approval of members at the forthcoming Annual General Meeting of the Company. Subsequent to the financial year end, the Directors declared a special dividend of RM0.14 per ordinary share of RM0.50 each in respect of the financial year ending 31 December 2011 (“Special Dividend”). The Special Dividend, less income tax at 25%, amounting to RM25,914,000, was paid on 18 February 2011. RESERVES AND PROVISIONS All material transfers to or from reserves and provisions during the financial year are disclosed in the financial statements. ISSUES OF SHARES AND DEBENTURES (a) During the financial year, the Company :(i) completed a share split involving the subdivision of every 1 existing ordinary share of RM1.00 each into 2 ordinary shares of RM0.50 each. (ii) increased its authorised share capital from RM100,000,000 to RM250,000,000, by way of creation of 300,000,000 ordinary shares of RM0.50 each. 90 SEG INTERNATIONAL BHD | Annual Report 2010 Directors’ Report (Continued) ISSUES OF SHARES AND DEBENTURES (CONTINUED) (a) During the financial year, the Company (Continued):(iii) increased its issued and paid-up share capital from RM89,093,000 to RM125,623,000 by way of:- bonus issue of 71,274,000 new subdivided ordinary shares of RM0.50 each credited as fully paid-up on the basis of 2 bonus shares for every 5 existing subdivided shares held; and - issuance of 1,787,100 new ordinary shares of RM0.50 each pursuant to the exercise of warrants. The new ordinary shares issued rank pari passu in all respects with the existing ordinary shares of the Company. (b) there were no issues of debentures by the Company. TREASURY SHARES During the financial year, the Company purchased and disposed of its issued ordinary shares on the open market under the share buy-back programme. Details are as follows:- Lowest RM Price per share Highest RM Average RM No of Shares Par Value RM Cost of Shares RM’000 Balance at 1 January 2010 Disposal during the financial year 0.97 1.31 1.09 3,000,600 (3,000,600) 1.00 1.00 2,355 (2,355) Addition during the financial year 2.03 2.60 2.32 7,184,500 0.50 16,693 7,184,500 0.50 16,693 Balance at 31 December 2010 The shares purchased under the share buy-back programme were financed by internally generated funds. The shares purchased were retained as treasury shares in accordance with Section 67A of the Companies Act 1965 in Malaysia and are presented as a deduction from shareholders’ equity. During the financial year, 3,000,600 treasury shares were sold for a total consideration of RM3,264,212, resulting in a gain of RM909,423, which was recognised in the statements of changes in equity. The proceeds from the sale of treasury shares were utilised for working capital purposes. OPTIONS GRANTED OVER UNISSUED SHARES During the financial year, no options were granted by the Company to any person to take up any unissued shares in the Company, except for the renounceable rights issue of 124,729,857 five year 2010/2015 warrants issued on 17 August 2010 (“Warrants”), on the basis of 1 warrant for every 2 existing ordinary shares of RM0.50 each held in the Company at an issue price of RM0.05 each per Warrant. Each Warrant entitles the registered holder to subscribe for 1 new ordinary share of RM0.50 each in the Company at an exercise price of RM1.00 per share. The Warrants are exercisable at any time during the five year period will be expiring on 16 August 2015. As at 31 December 2010, there were 122,942,757 unexercised Warrants in issue. The ordinary shares issued from the exercise of Warrants shall rank pari passu in all respects with the existing issued ordinary shares of the Company except that they shall not be entitled to any dividends, distributions, rights, allotment and/or any other forms of distribution where the entitlement date of which precedes the relevant date of the allotment and issuance of the new shares arising from the exercise of Warrants. 91 SEG INTERNATIONAL BHD | Annual Report 2010 Directors’ Report (Continued) BAD AND DOUBTFUL DEBTS Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for impairment losses on receivables, and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for impairment losses on receivables. At the date of this report, the directors are not aware of any circumstances that would require the further writing off of bad debts, or the additional allowance for impairment losses on receivables in the financial statements of the Group and of the Company. CURRENT ASSETS Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that any current assets other than debts, which were unlikely to be realised in the ordinary course of business, including their value as shown in the accounting records of the Group and of the Company, have been written down to an amount which they might be expected so to realise. At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading. VALUATION METHODS At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. CONTINGENT AND OTHER LIABILITIES The contingent liabilities of the Group and of the Company are disclosed in Note 32 to the financial statements. At the date of this report, there does not exist:(a) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which secures the liabilities of any other person; or (b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year. No contingent or other liability of the Group and of the Company 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 when they fall due. CHANGE OF CIRCUMSTANCES At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading. 92 SEG INTERNATIONAL BHD | Annual Report 2010 Directors’ Report (Continued) ITEMS OF AN UNUSUAL NATURE The results of the operations of the Group and of the Company during the financial year were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature. There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the Group and of the Company for the financial year. DIRECTORS The directors who served since the date of the last report are as follows:TAN SRI DATO’ SERI MEGAT NAJMUDDIN BIN DATO’ SERI DR HAJI MEGAT KHAS DATO’ (DR) PATRICK TEOH SENG FOO DATO’ SRI CLEMENT HII CHII KOK LEE KOK CHENG HEW MOI LAN DATU HAJI PUTIT BIN MATZEN DATUK CHEE HONG LEONG ( APPOINTED ON 21.2.2011) AMOS SIEW BOON YEONG FOO SAN KAN GOH LENG CHUA SIMON HUE FOOK CHUAN (RETIRED ON 28.6.2010) DIRECTORS’ INTERESTS According to the register of directors’ shareholdings, the interests of directors holding office at the end of the financial year in shares in the Company and its related corporations during the financial year are as follows:Number of Ordinary Shares of RM1 Each Balance Prior At To Share 1.1.2010 Bought Sold Split DIRECT INTERESTS DATO’ (DR) PATRICK TEOH SENG FOO DATO’ SRI CLEMENT HII CHII KOK TAN SRI DATO’ SERI MEGAT NAJMUDDIN BIN DATO’ SERI DR HAJI MEGAT KHAS HEW MOI LAN INDIRECT INTERESTS DATO’ (DR) PATRICK TEOH SENG FOO (1) DATU HAJI PUTIT BIN MATZEN (2) 1,379,600 718,000 - (1,224,000) - 155,600 718,000 297 - 123,000 - 297 123,000 20,594,025 - 24,000,000 (20,594,025) (3,500,000) 20,500,000 93 SEG INTERNATIONAL BHD | Annual Report 2010 Directors’ Report (Continued) Balance After Share Split DIRECT INTERESTS DATO’ (DR) PATRICK TEOH SENG FOO DATO’ SRI CLEMENT HII CHII KOK TAN SRI DATO’ SERI MEGAT NAJMUDDIN BIN DATO’ SERI DR HAJI MEGAT KHAS HEW MOI LAN INDIRECT INTERESTS DATU HAJI PUTIT BIN MATZEN (2) (1) Deemed interests through EcoFirst Consolidated Berhad and Sawitani Sdn. Bhd. (2) Deemed interests through Cerahsar Sdn. Bhd. Number of Ordinary Shares of RM0.50 Each Bonus At Issue Bought Sold 31.12.2010 311,200 1,436,000 124,480 574,420 9,215,400 (262,900) - 172,780 11,225,820 594 246,000 237 98,400 - (112,000) 831 232,400 41,000,000 16,400,000 - - 57,400,000 Number of 2010/2015 Warrants At 1.1.2010 Alloted Sold At 31.12.2010 - 217,840 1,015,200 (140,200) - 77,640 1,015,200 DIRECT INTERESTS DATO’ (DR) PATRICK TEOH SENG FOO DATO’ SRI CLEMENT HII CHII KOK By virtue of their interests in shares in the Company, the above directors are deemed interested in the shares of the subsidiaries during the financial year to the extent that the Company has an interest. Other than as disclosed, none of the other directors holding office at the end of the financial year had any interest in shares in the Company or its related corporations during the financial year. DIRECTORS’ BENEFITS Since the end of the previous financial year, no director 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 a related corporation) 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. Neither during nor at the end of the financial year was the Company a party to any arrangements whose object is to enable the directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. AUDITORS The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in office. Signed in accordance with a resolution of the Directors dated 24 March 2011 Tan Sri Dato’ Seri Megat Najmuddin Bin Dato’ Seri Dr Haji Megat Khas Dato’ Sri Clement Hii Chii Kok 94 SEG INTERNATIONAL BHD | Annual Report 2010 Statement By Directors We, Tan Sri Dato' Seri Megat Najmuddin Bin Dato' Seri Dr Haji Megat Khas and Dato’ Sri Clement Hii Chii Kok, being two of the directors of SEG International Bhd., state that, in the opinion of the directors, the financial statements set out on pages 98 to 151, are drawn up in accordance with Financial Reporting Standards and the Companies Act 1965 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 2010 and of their results and cash flows for the financial year ended on that date. The supplementary information set out in Note 38, which is not part of the financial statements, is prepared in all material respects, in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits and Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad. Signed in accordance with a resolution of the Directors dated 24 March 2011 Tan Sri Dato' Seri Megat Najmuddin Dato’ Sri Clement Hii Chii Kok Bin Dato' Seri Dr Haji Megat Khas Statutory Declaration I, Chong Poh Yee, being the officer primarily responsible for the financial management of SEG International Bhd., do solemnly and sincerely declare that the financial statements set out on pages 98 to 151 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 Chong Poh Yee, at Kuala Lumpur in the Federal Territory on this 24 March 2011 Chong Poh Yee Before me Kapt (B) Affandi Bin Ahmad No. W602 Commissioner for Oaths 95 SEG INTERNATIONAL BHD | Annual Report 2010 Independent Auditors’ Report to the members of SEG International Bhd. Report on the Financial Statements We have audited the financial statements of SEG International Bhd., which comprise the statements of financial position as at 31 December 2010 of the Group and of the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 98 to 151. Directors’ Responsibility for the Financial Statements The directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Financial Reporting Standards and the Companies Act 1965 in Malaysia, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 December 2010 and of their financial performance and cash flows for the financial year then ended. Report on Other Legal and Regulatory Requirements In accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act. (b) We have considered the financial statements and the auditors’ reports of the subsidiaries of which we have not acted as auditors, which are indicated in Note 5 to the financial statements. (c) 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 financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. (d) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act. 96 SEG INTERNATIONAL BHD | Annual Report 2010 Independent Auditors’ Report (Continued) to the members of SEG International Bhd. The supplementary information set out in Note 38 to the financial statements is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad. Other Matters This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. Crowe Horwath Firm No.: AF 1018 Chartered Accountants Lee Kok Wai Approval No.: 2760/06/12 (J) Chartered Accountant 24 March 2011 Kuala Lumpur 97 SEG INTERNATIONAL BHD | Annual Report 2010 Statements of Financial Position at 31 December 2010 Note 31.12.2010 RM’000 The Group 31.12.2009 RM’000 01.01.2009 RM’000 5 6 7 8 9 10 11 12 4,760 100,113 2,425 27,679 2,734 3,174 4,777 91,409 91 4,400 27,808 2,459 3,587 451 75,848 156 11,768 30,237 3,837 3,374 67,229 8,137 2,425 1,557 67,019 7,981 91 1,898 140,885 134,531 125,671 79,348 76,989 30 37,572 5,720 78,831 40,065 7,561 36,898 8 35,224 5,462 47,545 63,471 1,249 66,948 79,877 1,536 21,475 122,153 84,524 88,239 131,668 102,888 263,038 219,055 213,910 211,016 179,877 125,623 76,961 89,093 80,062 89,093 69,231 125,623 51,230 89,093 50,873 MINORITY INTERESTS 202,584 899 169,155 839 158,324 623 176,853 - 139,966 - TOTAL EQUITY 203,483 169,994 158,947 176,853 139,966 10,831 2,487 12,466 1,899 7,840 1,891 6,477 - 9,295 - 13,318 14,365 9,731 6,477 9,295 38,607 7,170 460 - 27,971 6,089 636 - 22,170 22,709 184 169 24,163 3,523 - 27,418 3,198 - 46,237 34,696 45,232 27,686 30,616 59,555 49,061 54,963 34,163 39,911 263,038 219,055 213,910 211,016 179,877 ASSETS NON-CURRENT ASSETS Investments in subsidiaries Investments in associates Property, plant and equipment Investment properties Receivables Intangible assets Other investments Deferred tax assets CURRENT ASSETS Inventories Receivables Current tax assets Cash and cash equivalents 13 9 14 TOTAL ASSETS EQUITY AND LIABILITIES EQUITY Share capital Reserves LIABILITIES NON-CURRENT LIABILITIES Long-term borrowings Deferred tax liabilities CURRENT LIABILITIES Payables Short-term borrowings Current tax liabilities Bank overdraft TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES 15 16 17 20 21 22 The annexed notes form an integral part of these financial statements. 98 The Company 31.12.2010 31.12.2009 RM’000 RM’000 SEG INTERNATIONAL BHD | Annual Report 2010 Statements of Comprehensive Income for the financial year ended 31 December 2010 Note REVENUE 23 The Group 2010 2009 RM’000 RM’000 The Company 2010 2009 RM’000 RM’000 217,615 166,372 73,470 37,241 COST OF SERVICES (56,522) (47,233) (3,784) (5,942) GROSS PROFIT 161,093 119,139 69,686 31,299 18,315 11,279 2,880 2,102 179,408 130,418 72,566 33,401 DISTRIBUTION EXPENSES (18,714) (13,698) (169) (272) ADMINISTRATIVE EXPENSES (47,930) (51,856) (5,962) (13,852) OTHER EXPENSES (57,764) (49,159) (17,664) (16,712) (1,233) (1,694) (837) (1,045) 547 595 - - OTHER INCOME FINANCE COSTS SHARE OF RESULTS IN AN ASSOCIATE PROFIT BEFORE TAXATION 24 54,314 14,606 47,934 1,520 INCOME TAX EXPENSE 25 (11,074) (4,367) (2,105) (1,007) 43,240 10,239 45,829 513 1,329 (963) 25 25 25 25 391 25 25 25 TOTAL COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR 43,631 10,264 45,854 538 PROFIT AFTER TAXATION ATTRIBUTABLE TO:Owners of the Company Minority interest 43,059 181 10,023 216 45,829 - 513 - 43,240 10,239 45,829 513 43,450 181 10,048 216 45,854 - 538 - 43,631 10,264 45,854 538 PROFIT AFTER TAXATION OTHER COMPREHENSIVE INCOME, NET OF TAX Available-for-sale financial assets: - gain on fair value changes Foreign currency translation Realisation of revaluation reserve TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:Owners of the Company Minority interest EARNINGS PER SHARE: - Basic - Diluted 26 26 17.40 sen 13.51 sen 4.23 sen Not applicable The annexed notes form an integral part of these financial statements. 99 SEG INTERNATIONAL BHD | Annual Report 2010 Statements of Changes in Equity for the financial year ended 31 December 2010 The Group Balance at 01.01.2009 Total comprehensive income for the financial year Purchase of own shares Disposal of own shares Exchange difference on retranslation of net assets of overseas subsidiary Transfer to retained profits on realisation of revaluation reserve Dividend Balance at 31.12.2009/01.01.2010 (balance carried forward) Attributable to Equity Holders of the Company Exchange Share Share Revaluation Retained Translation Treasury Capital Premium Reserve Profits Reserve Shares Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 27 Minority Total Interest Equity RM’000 RM’000 89,093 35,876 2,002 36,309 (94) (4,862) 158,324 623 158,947 - - - 10,048 501 - (4) 2,511 10,048 (4) 3,012 216 - 10,264 (4) 3,012 - - - - (335) - (335) - (335) - - (25) - (1,865) - - (25) (1,865) - (25) (1,865) 89,093 35,876 1,977 44,993 (429) (2,355) 169,155 839 169,994 The annexed notes form an integral part of these financial statements. 100 Total RM’000 27 982 (265) - 893 - - 956 (35,637) - 35,637 - 125,623 35,876 35,876 - 89,093 89,093 - 6,147 - - (89) - 6,236 - - 275 - - - 1,329 - (1,054) (1,054) 1,952 - (25) - - - 1,977 1,977 - 85,716 - (2,339) 909 - 43,084 - 44,062 44,993 (931) (1,392) - - - (963) - (429) (429) - Attributable To Equity Holders Of The Company AvailableFor-Sale Financial Exchange Warrant Asset Revaluation Retained Translation Reserve Reserve Reserve Profits Reserve RM’000 RM’000 RM’000 RM’000 RM’000 The annexed notes form an integral part of these financial statements. Balance at 31.12.2010 Balance at 01.01.2010 - as adjusted Total comprehensive income for the financial year Issuance of bonus shares Issuance of warrants Issuance of shares from exercise of warrants Purchase of own shares Disposal of own shares Share issuance expenses Transfer to retained profits on realisation of revaluation reserve Dividend Dividend paid to minority interest Balance at 01.01.2010 - as previously reported - effect of adopting FRS 139 The Group (Cont’d) Share Share Capital Premium Note RM’000 RM’000 for the financial year ended 31 December 2010 Statements of Changes in Equity (Continued) (16,693) - - (16,693) 2,355 - - (2,355) (2,355) - Treasury Shares RM’000 202,584 - (25) (2,339) 1,786 (16,693) 3,264 (265) 43,450 6,236 167,170 169,155 (1,985) Total RM’000 899 (121) - - 181 - 839 839 - 203,483 (121) (25) (2,339) 1,786 (16,693) 3,264 (265) 43,631 6,236 168,009 169,994 (1,985) Minority Total Interest Equity RM’000 RM’000 SEG INTERNATIONAL BHD | Annual Report 2010 101 SEG INTERNATIONAL BHD | Annual Report 2010 Statements of Changes in Equity (Continued) for the financial year ended 31 December 2010 The Company Note Balance at 01.01.2009 Purchase of own shares Disposal of own shares Total comprehensive income for the financial year Transfer to retained profits on the realisation of revaluation reserve Dividend 27 Balance at 31.12.2009/01.01.2010 - as previously reported - effect of adopting FRS 139 as adjusted Total comprehensive income for the financial year Issuance of bonus shares Issuance of warrants Issuance of shares from exercise of warrants Purchase of own shares Disposal of own shares Share issue expenses Transfer to retained profits on the realisation of revaluation reserve Dividend Balance at 31.12.2010 27 Share Capital RM’000 Share Premium RM’000 Warrant Reserve RM’000 Revaluation Reserve RM’000 Retained Profits RM’000 Treasury Shares RM’000 Total Equity RM’000 89,093 35,876 - 2,002 16,201 (4,862) 138,310 - - - - 501 (4) 2,511 (4) 3,012 - - - - 538 - 538 - - - (25) - (1,865) - (25) (1,865) 89,093 - 35,876 - - 1,977 - 15,375 (931) (2,355) - 139,966 (931) 89,093 35,876 - 1,977 14,444 (2,355) 139,035 35,637 - (35,637) - 6,236 - 45,854 - - 45,854 6,236 893 - 982 (265) (89) - - 909 - (16,693) 2,355 - 1,786 (16,693) 3,264 (265) - - - (25) - (2,339) - (25) (2,339) 125,623 956 6,147 1,952 58,868 (16,693) 176,853 The annexed notes form an integral part of these financial statements. 102 SEG INTERNATIONAL BHD | Annual Report 2010 Statements of Cash Flows for the financial year ended 31 December 2010 Note CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxation The Group 2010 2009 RM’000 RM’000 The Company 2010 2009 RM’000 RM’000 54,314 14,606 47,934 1,520 600 251 338 2,034 7,350 1 67 1,232 (62) (165) (40) (94) (992) (672) (547) 1,180 198 2,468 182 4,132 1,558 6,143 4 2,163 8 1,694 (482) (26) (114) (499) (252) (595) 623 344 1 837 (51) (40) (43,799) (2,410) - 1,180 4,170 2,018 96 314 4 1,045 (26) (7,437) (1,630) - Operating profit before working capital changes (Increase)/Decrease in trade and other receivables Increase/(Decrease) in trade and other payables 63,615 890 10,644 32,368 (1,328) 5,830 3,439 3,192 1,332 1,254 1,302 (347) CASH FLOWS FROM OPERATIONS Interest paid Income tax paid 75,149 (1,232) (8,443) 36,870 (1,694) (6,150) 7,963 (837) (727) 2,209 (1,045) (884) NET CASH FROM OPERATING ACTIVITIES CARRIED FORWARD 65,474 29,026 6,399 280 Adjustments for:Allowance for impairment on: - unquoted bonds - quoted shares - investments in associates - investments in subsidiaries Goodwill on consolidation written off Amortisation of development costs Allowance for impairment losses on receivables Bad debts written off Depreciation of property, plant and equipment Depreciation of investment properties Property, plant and equipment written off Inventories written off Interest expense Excess of the fair value of net assets acquired over the purchase price Gain on disposal of property, plant and equipment Gain on disposal on investment properties Dividend income Interest income Unrealised gain on foreign exchange Share of profit in an associate The annexed notes form an integral part of these financial statements. 103 SEG INTERNATIONAL BHD | Annual Report 2010 Statements of Cash Flows (Continued) for the financial year ended 31 December 2010 Note NET CASH FROM OPERATING ACTIVITIES BROUGHT FORWARD The Group 2010 2009 RM’000 RM’000 The Company 2010 2009 RM’000 RM’000 65,474 29,026 6,399 280 272 (9,986) (19) 130 (148) 94 992 11,041 (19,191) (3,800) 87 (225) (29) 114 499 (210) 51 (131) 130 4,650 43,049 2,410 (150) (160) 87 (17,877) (29) 7,437 1,632 (8,665) (11,504) 49,949 (9,060) Proceeds from disposal of own shares Purchase of own shares Repayment of hire purchase and finance lease payables Drawdown of term loan Repayment of term loans Proceeds from new shares, net of expenses Proceeds from issuance of warrants Dividend paid Dividend paid to minority interest 3,264 (16,693) (3,801) (2,942) 1,521 6,236 (2,339) (121) 1,177 (4) (2,570) (24,659) (1,865) - 3,264 (16,693) (16) (2,848) 1,521 6,236 (2,339) - 1,177 (4) 14,000 (21,507) (1,865) - NET CASH FOR FINANCING ACTIVITIES (14,875) (27,921) (10,875) (8,199) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 41,934 (10,399) 45,473 (16,979) (1) (79) - - CASH AND CASH EQUIVALENTS, NET OF BANK OVERDRAFT AT BEGINNING OF THE FINANCIAL YEAR 36,898 47,376 21,475 38,454 CASH AND CASH EQUIVALENTS, NET OF BANK OVERDRAFT AT END OF THE FINANCIAL YEAR 78,831 36,898 66,948 21,475 78,831 36,898 66,948 21,475 78,831 36,898 66,948 21,475 CASH FLOWS FROM/(FOR) INVESTING ACTIVITIES Additional investment in subsidiaries Proceeds from disposal of property, plant and equipment Purchase of property, plant and equipment Net cash outflow on the acquisition of a subsidiary Investment in an associate Proceeds from disposal of investment properties Addition of development costs Net (advances to)/repayment from subsidiaries Net (advances to)/repayment from affiliated companies Dividend received Interest received 28 29 NET CASH (FOR)/FROM INVESTING ACTIVITIES CASH FLOWS FOR FINANCING ACTIVITIES EFFECTS OF FOREIGN EXCHANGE TRANSLATION ON CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, NET OF BANK OVERDRAFT COMPRISE:Cash and cash equivalents 14 The annexed notes form an integral part of these financial statements. 104 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements for the financial year ended 31 December 2010 1. GENERAL INFORMATION The Company is a public company limited by shares and is incorporated under the Companies Act 1965 in Malaysia. The domicile of the Company is Malaysia. The registered office and principal place of business are as follows:Registered office : 6th Floor, SEGi University College, No. 9, Jalan Teknologi, Taman Sains Selangor, Kota Damansara, PJU 5, 47810 Petaling Jaya, Selangor Darul Ehsan. Principal place of business : No. 9, Jalan Teknologi, Taman Sains Selangor, Kota Damansara, PJU 5, 47810 Petaling Jaya, Selangor Darul Ehsan. The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors dated 24 March 2011. 2. PRINCIPAL ACTIVITIES The Company is principally engaged in the businesses of investment holding and provision of management consultancy services, property management, rental of premises, business advisory services, educational and training services whilst the principal activities of the subsidiaries are set out in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. 3. BASIS OF PREPARATION The financial statements of the Group are prepared under the historical cost convention and modified to include other bases of valuation as disclosed in other sections under significant accounting policies, and in compliance with Financial Reporting Standards (“FRS”) in Malaysia. (a) During the current financial year, the Group has adopted the following new accounting standards and interpretations (including the consequential amendments): FRSs and IC Interpretations (including the Consequential Amendments) FRS 4 Insurance Contracts FRS 7 Financial Instruments: Disclosures FRS 8 Operating Segments FRS 101 (Revised) Presentation of Financial Statements FRS 123 (Revised) Borrowing Costs FRS 139 Financial Instruments: Recognition and Measurement Amendments to FRS 1 and FRS 127: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate Amendments to FRS 2: Vesting Conditions and Cancellations Amendments to FRS 7, FRS 139 and IC Interpretation 9 Amendments to FRS 101 and FRS 132: Puttable Financial Instruments and Obligations Arising on Liquidation Amendments to FRS 132: Classification of Rights Issues and the Transitional Provision in Relation to Compound Instruments 105 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 3. BASIS OF PREPARATION (CONT’D) (a) During the current financial year, the Group has adopted the following new accounting standards and interpretations (including the consequential amendments) (Cont’d): FRSs and IC Interpretations (including the Consequential Amendments) IC Interpretation 9 Reassessment of Embedded Derivatives IC Interpretation 10 Interim Financial Reporting and Impairment IC Interpretation 11: FRS 2 – Group and Treasury Share Transactions IC Interpretation 13 Customer Loyalty Programmes IC Interpretation 14: FRS 119 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction Annual Improvements to FRSs (2009) The adoption of the above accounting standards and interpretations (including the consequential amendments) did not have any material impact on the Company’s financial statements, other than the following: (i) FRS 7 requires additional disclosures about the Group’s financial instruments. Prior to 1 January 2010, information about financial statements was disclosed in accordance with the requirements of FRS 132 Financial Instruments: Disclosures and Presentation. FRS 7 requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. The Group has applied FRS 7 prospectively in accordance with the transitional provisions. Accordingly, the new disclosures have not been applied to the comparatives and are included throughout the Company’s financial statements for the financial year ended 31 December 2010. (ii) FRS 101 (Revised) introduces the statement of comprehensive income, with all items of income and expense recognised in profit or loss, together with all other items of recognised income and expense recognised directly in equity, either in one single statement, or in two linked statements. The Group has elected to present this statement as one single statement. The revised standard also separates owner and non-owner changes in equity. The statement of changes in equity includes only details of transactions with owners, with all non-owner changes in equity presented in the statement of comprehensive income as other comprehensive income. In addition, a statement of financial position is required at the beginning of the earliest comparative period following a change in accounting policy, the correction of an error or the classification of items in the statement. FRS 101 (Revised) also requires the Group to make new disclosures to enable users of the financial statements to evaluate the Group’s objectives, policies and processes for managing capital. This new disclosure is made in Note 36(b) to the financial statements. Comparative information has been re-presented so that it is in conformity with the requirements of this revised standard. 106 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 3. BASIS OF PREPARATION (CONT’D) (a) During the current financial year, the Group has adopted the following new accounting standards and interpretations (including the consequential amendments) (Cont’d): (iii) The adoption of FRS 139 (including the consequential amendments) has resulted in several changes to accounting policies relating to recognition and measurements of financial instruments. The financial impact to the financial statements is summarised as follows:- Note The Group 01.01.2010 RM’000 Retained profits Remeasurement of other receivables (aa) (931) Available-for-sale reserve Fair valuation of quoted equity securities (bb) (1,054) (aa) Prior to 1 January 2010, advances to other receivables were recorded at cost. With the adoption of FRS 139, these advances are now recognised initially at their fair values, which are estimated by discounting the expected cash flows using the current market interest rate of a loan with similar risk and tenure. Interest income is recognised in profit or loss using the effective interest method. (bb) Prior to 1 January 2010, investments in non-current quoted equity securities were stated at cost less allowance for diminution in value which is other than temporary. With the adoption of this standard, these quoted investments are designated as availablefor-sale financial assets and are measured at their fair values at each reporting date. The adjustment to the previous carrying amounts is recognised to the fair value reserve. (iv) The Group has adopted the amendments to FRS 117 Leases pursuant to the Annual Improvements to FRSs (2009). The Group has reassessed and determined that all leasehold land of the Company are in substance finance leases and has reclassified the leasehold land to property, plant and equipment. The change in accounting policy has been made retrospectively in accordance with the transitional provisions of the amendments. (b) The Group has not applied in advance the following accounting standards and interpretations (including the consequential amendments) that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective for the current financial year:FRSs and IC Interpretations (including the Consequential Amendments) Effective date FRS 1 (Revised) First-time Adoption of Financial Reporting Standards 1 July 2010 FRS 3 (Revised) Business Combinations 1 July 2010 FRS 124 (Revised) Related Party Disclosures 1 January 2012 FRS 127 (Revised) Consolidated and Separate Financial Statements 1 July 2010 Amendments to FRS 1 (Revised): Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters 1 January 2011 Amendments to FRS 1: Additional Exemptions for First-time Adopters 1 January 2011 107 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 3. BASIS OF PREPARATION (CONT’D) (b) The Group has not applied in advance the following accounting standards and interpretations (including the consequential amendments) that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective for the current financial year (Cont’d):FRSs and IC Interpretations (including the Consequential Amendments) Effective date Amendments to FRS 2: Scope of FRS 2 and Revised FRS 3 (2010) 1 July 2010 Amendments to FRS 2: Group Cash-settled Share-based Payment Transactions 1 January 2011 Amendments to FRS 5: Plan to Sell the Controlling Interest in a Subsidiary 1 July 2010 Amendments to FRS 7: Improving Disclosures about Financial Instruments 1 January 2011 Amendments to FRS 138: Consequential Amendments Arising from Revised FRS 3 (2010) 1 July 2010 Amendments to IC Interpretation 14 Prepayment of a Minimum Funding Requirement 1 July 2011 Amendments to IC Interpretation 9 Scope of IC Interpretation 9 and FRS 3 ( Revised) 1 July 2010 IC Interpretation 4 Determining Whether An Arrangement Contains a Lease 1 January 2011 IC Interpretation 12 Service Concession Arrangements 1 July 2010 IC Interpretation 15 Agreements for the Construction of Real Estate 1 January 2012 IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation 1 July 2010 IC Interpretation 17 Distributions of Non-cash Assets to Owners 1 July 2010 IC Interpretation 18 Transfers of Assets from Customers 1 January 2011 IC Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments Transfers of Assets from Customers 1 July 2011 Annual Improvements to FRSs (2010) 1 January 2011 The above accounting standards and interpretations (including the consequential amendments) are not relevant to the Group’s operations except as follows:(i) FRS 3 (Revised) introduces significant changes to the accounting for business combinations, both at the acquisition date and post acquisition, and requires greater use of fair values. In addition, all transaction costs, other than share and debt issue costs, will be expensed as incurred. This revised standard will be applied prospectively and therefore there will not have any financial impact on the financial statements of the Group for the current financial year but may impact the accounting for future transactions or arrangements. (ii) FRS 127 (Revised) requires accounting for changes in ownership interests by the group in a subsidiary, while maintaining control, to be recognised as an equity transaction. When the group loses control of a subsidiary, any interest retained in the former subsidiary will be measured at fair value with the gain or loss recognised in profit or loss. The revised standard also requires all losses attributable to the minority interest to be absorbed by the minority interest instead of by the parent. The Group will apply the major changes of FRS 127 (Revised) prospectively and therefore there will not have any financial impact on the financial statements of the Group for the current financial year but may impact the accounting its future transactions or arrangements. 108 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 4. SIGNIFICANT ACCOUNTING POLICIES (a) Critical Accounting Estimates And Judgements Estimates and judgements are continually evaluated by the directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and judgements that affect the application of the Group’s accounting policies and disclosures, and have a significant risk of causing a material adjustment to the carrying amounts of assets, liabilities, income and expenses are discussed below:(i) Depreciation of Property, Plant and Equipment The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment are based on commercial factors which could change significantly as a result of technical innovations and competitors’ actions in response to the market conditions. The Group anticipates that the residual values of its property, plant and equipment will be insignificant. As a result, residual values are not being taken into consideration for the computation of the depreciable amount. Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised. (ii) Income Taxes There are certain transactions and computations for which the ultimate tax determination may be different from the initial estimate. The Group recognises tax liabilities based on its understanding of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of business. Where the final outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provisions in the period in which such determination is made. (iii) Impairment of Non-financial Assets When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the cash-generating unit to which the asset is allocated, the Group is required to make an estimate of the expected future cash flows from the cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those cash flows. (iv) Amortisation of Development Costs/Intangible Assets Changes in the expected level of usage and technological development could impact the economic useful lives therefore future amortisation charges could be revised. (v) Impairment of Available-for-sale Financial Assets The Company reviews its available-for-sale financial assets at each reporting date to assess whether they are impaired. The Company also records impairment loss on available-for-sale equity investments when there has been a significant or prolonged decline in the fair value below their cost. The determination of what is “significant’ or “prolonged” requires judgement. In making this judgement, the Company evaluates, among other factors, historical share price movements and the duration and extent to which the fair value of an investment is less than its cost. (vi) Impairment of Trade and Other Receivables An impairment loss is recognised when there is objective evidence that a financial asset is impaired. Management specifically reviews its loan and receivables financial assets and analyses historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in the customer payment terms when making a judgment to evaluate the adequacy of the allowance for impairment loss. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. If the expectation is different from the estimation, such difference will impact the carrying value of receivables. 109 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (a) Critical Accounting Estimates And Judgements (Cont’d) (vii) Allowance for Inventories Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These reviews require judgement and estimates. Possible changes in these estimates could result in revisions to the valuation of inventories. (viii) Revaluation of Properties The Group’s properties which are reported at valuation are based on valuations performed by independent professional valuers. The independent professional valuers have exercised judgement in determining discount rates, estimates of future cash flows, capitalisation rate, terminal year value, market freehold rental and other factors used in the valuation process. Also, judgement has been applied in estimating prices for less readily observable external parameters. Other factors such as model assumptions, market dislocations and unexpected correlations can also materially affect these estimates and the resulting valuation estimates. (ix) Fair Value Estimates for Certain Financial Assets and Liabilities The Group carries certain financial assets and liabilities at fair value, which requires extensive use of accounting estimates and judgement. While significant components of fair value measurement were determined using verifiable objective evidence, the amount of changes in fair value would differ if the Group uses different valuation methodologies. Any changes in fair value of these assets and liabilities would affect profit and equity. (b) Basis of Consolidation The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries made up to 31 December 2010. A subsidiary is defined as company in which the parent company has the power, directly or indirectly, to exercise control over the financial and operating policies so as to obtain benefits from its activities. All subsidiaries are consolidated using the purchase method of accounting. Under the purchase method of accounting, the results of subsidiaries acquired or disposed of 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 consolidated financial statements. The cost of acquisition is measured at the aggregate of the fair value, at the date of exchange, of assets given, liabilities incurred and assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. Intragroup transactions, balances and unrealised gains on transactions are eliminated; unrealised losses are also eliminated unless cost cannot be recovered. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group. Minority interests in the consolidated statement of financial positions consist of the minorities’ share of fair values of the identifiable assets and liabilities of the acquiree as at the date of acquisition and the minorities’ share of movements in the acquiree’s equity. Minority interests are presented in the consolidated statement of financial position of the Group within equity, separately from the Company’s equity holders, and are separately disclosed in the consolidated statement of comprehensive income of the Group. (c) Intangible Assets (i) Goodwill on Consolidation Goodwill on consolidation represents the excess of the fair value of the purchase consideration over the Group’s share of the fair values of the identifiable net assets of the subsidiaries at the date of acquisition. 110 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (c) Intangible Assets (Cont’d) (i) Goodwill on Consolidation (Cont’d) Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is reviewed for impairment annually. The impairment value of goodwill is recognised immediately in the consolidated income statement. An impairment loss recognised for goodwill is not reversed in a subsequent period. If, after reassessment, the Group’s interest in the fair values of the identifiable net assets of the subsidiaries exceeds the cost of the business combinations, the excess is recognised immediately in the consolidated income statement. (ii) Research and Development Expenditure Research expenditure is recognised as an expense when it is incurred. Development expenditure is recognised as an expense except that expenditure incurred on development projects are capitalised as long-term assets to the extent that such expenditure is expected to generate future economic benefits. Development expenditure is capitalised if, and only if an entity can demonstrate all of the following:(a) its ability to measure reliably the expenditure attributable to the asset under development; (b) the product or process is technically and commercially feasible; (c) its future economic benefits are probable; (d) its ability to use or sell the developed asset; and (e) the availability of adequate technical, financial and other resources to complete the asset under development. Capitalised development expenditure is transferred at cost to other intangible assets upon completion of the developed project. (iii) Other Intangible Assets An intangible asset shall be recognised if, and only if it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and that the cost of the asset can be measured reliably. An entity shall assess the probability of the expected future economic benefits using reasonable and supportable assumptions that represent management’s best estimate of the set of economic conditions that will exist over the useful life of the asset. An intangible asset shall be measured initially at cost. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over their useful economic lives and assessed for impairment whenever there is an indication that the intangible assets may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed annually. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the income statement in the expense category consistent with the function of the intangible asset. Intangible assets that have been capitalised are amortised on a straight line basis over the period of their expected benefit, but not exceeding 5 years from the commencement of the commercial production of the products. Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash generating unit level. Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis. 111 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (d) Functional and Foreign Currencies (i) Functional and Presentation Currency The individual financial statements of each entity in the Group are presented in the currency of the primary economic environment in which the entity operates, which is the functional currency. The consolidated financial statements are presented in Ringgit Malaysia, which is the Company’s functional and presentation currency. (ii) Transactions and Balances Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss. (iii) Foreign Operations Assets and liabilities of foreign operations are translated to RM at the rates of exchange ruling at the end of the reporting period. Revenues and expenses of foreign operations are translated at exchange rates ruling at date of transaction. All exchange differences arising on translation are recognised directly in equity. (e) Financial Instruments Financial instruments are recognised in the statement of financial position when the Company has become a party to the contractual provisions of the instruments. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Company has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously. A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments recognised in the statement of financial position are disclosed in the individual policy statement associated with each item. (i) Financial Assets On initial recognition, financial assets are classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale financial assets, as appropriate. • Financial Assets at Fair Value Through Profit or Loss Financial assets are classified as financial assets at fair value through profit or loss when the financial asset is either held for trading or is designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges. 112 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (e) Financial Instruments (Cont’d) (i) Financial Assets (Cont’d) • Financial Assets at Fair Value Through Profit or Loss (Cont’d) ` Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. Dividend income from this category of financial assets is recognised in profit or loss when the Company’s right to receive payment is established. • Held-to-maturity Investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the management has the positive intention and ability to hold to maturity. Held-to-maturity investments are measured at amortised cost using the effective interest method less any impairment loss, with revenue recognised on an effective yield basis. • Loans and Receivables Financial Assets Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables financial assets. Loans and receivables financial assets are measured at amortised cost using the effective interest method, less any impairment loss. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. • Available-for-sale Financial Assets Available-for-sale financial assets are non-derivative financial assets that are designated in this category or are not classified in any of the other categories. After initial recognition, available-for-sale financial assets are remeasured to their fair values at the end of each reporting period. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in the fair value reserve, with the exception of impairment losses. On derecognition, the cumulative gain or loss previously accumulated in the fair value reserve is reclassified from equity into profit or loss. Dividends on available-for-sale equity instruments are recognised in profit or loss when the Group’s right to receive payments is established. Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less accumulated impairment losses, if any. (ii) Financial Liabilities All financial liabilities are initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method other than those categorised as fair value through profit or loss. Fair value through profit or loss category comprises financial liabilities that are either held for trading or are designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges. (iii) Equity Instruments Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from proceeds. Dividends on ordinary shares are recognised as liabilities when approved for appropriation. 113 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (e) Financial Instruments (Cont’d) (iv) Treasury Shares When the Company’s own shares recognised as equity are bought back, the amount of the consideration paid, including all costs directly attributable, are recognised as a deduction from equity. Own shares purchased that are not subsequently cancelled are classified as treasury shares and are presented as a deduction from total equity. Where such shares are subsequently sold or reissued, any consideration received, net of any direct costs, is included in equity. (f) Investments in Subsidiaries Investments in subsidiaries are stated at cost in the statement of financial position of the Company, and are reviewed for impairment at the end of the financial year if events or changes in circumstances indicate that their carrying values may not be recoverable. On the disposal of the investments in subsidiaries, the difference between the net disposal proceeds and the carrying amount of the investments is recognised in profit or loss. (g) Investments in Associates Investments in associates are stated at cost in the statement of financial position of the Company, and are reviewed for impairment at the end of the financial year if events or changes in circumstances indicate that their carrying values may not be recoverable. The investments in associates in the consolidated financial statements are accounted for under the equity method, based on the financial statements of the associate made up to 31 December 2010. The Group’s share of the post acquisition profit of the associate is included in the consolidated income statement and the Group’s interest in associate is stated at cost plus the Group’s share of the post-acquisition retained profits and reserves. Unrealised gains on transactions between the Group and the associate are eliminated to the extent of the Group’s interest in the associate. Unrealised losses are eliminated unless cost cannot be recovered. On the disposal of the investment in an associate, the difference between the net disposal proceeds and the carrying amount of the investment is recognised in profit or loss. (h) Investment Properties Investment properties are property held either to earn rental income or for capital appreciation or for both. Investment properties are stated at cost less accumulated depreciation and impairment losses, if any, consistent with the accounting policy for property, plant and equipment as stated in Note 4(i) to the financial statements. Investment properties are derecognised when they have either been disposed of or when the investment property is permanently withdrawn from use and no future benefit is expected from its disposal. On the derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss. (i) Property, Plant and Equipment Property, plant and equipment, other than freehold land are stated at cost less accumulated depreciation and impairment losses, if any. Freehold land is stated at revalued amount less impairment losses, if any, and is not depreciated. 114 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (i) Property, Plant and Equipment (Cont’d) Depreciation is calculated under the straight-line method to write off the cost of the assets over their estimated useful lives. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates used for this purpose are:Buildings Leasehold land Computer hardware and software Fixtures, fittings and office equipment Library books and manuals Motor vehicles 2% Over the term of lease 15-25% 10-33% 10-33% 20% The depreciation method, useful life and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of the property, plant and equipment. Capital work-in-progress represents assets under construction, and which are not ready for commercial use at the end of the reporting period. Capital work-in-progress is stated at cost, and is transferred to the relevant category of assets and depreciated accordingly when the assets are completed and ready for commercial use. Cost of capital work-in-progress includes direct cost, related expenditure and interest cost on borrowings taken to finance the construction or acquisition of the assets to the date that the assets are completed and put into use. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset is recognised in profit or loss in the year the asset is derecognised. In the previous financial year, a leasehold land that normally had an indefinite economic life and title was not expected to pass to the lessee by the end of the lease term was treated as an operating lease. The payment made on entering into or acquiring a leasehold land that was accounted for as an operating lease represents prepaid lease payments. During the financial year, the Group adopted the amendments made to FRS 117 Leases in relation to the classification of lease of land. The Group’s leasehold land which in substance is a finance lease has been reclassified as property and equipment and measured as such retrospectively. (j) Impairment (i) Impairment of Financial Assets All financial assets (other than those categorised at fair value through profit or loss), are assessed at the end of each reporting period whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. For an equity instrument, a significant or prolonged decline in the fair value below its cost is considered to be objective evidence of impairment. An impairment loss in respect of held-to-maturity investments and loans and receivables financial assets is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is measured as the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in the fair value reserve. In addition, the cumulative loss recognised in other comprehensive income and accumulated in equity under fair value reserve, is reclassified from equity to profit or loss. 115 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (j) Impairment (Cont’d) (i) Impairment of Financial Assets (Cont’d) With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. In respect of available-for-sale equity instruments, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss made is recognised in other comprehensive income. (ii) Impairment of Non-financial Assets The carrying amounts of assets, other than those to which FRS 136 - Impairment of Assets does not apply, are reviewed at each end of the reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets’ net selling price and their value-in-use, which is measured by reference to discounted future cash flow. An impairment loss is charged to the statement of comprehensive income immediately unless the asset is carried at its revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously recognised revaluation surplus for the same asset. In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in the statement of comprehensive income immediately, unless the asset is carried at its revalued amount. A reversal of an impairment loss on a revalued asset is credited directly to the revaluation surplus. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense in the statement of comprehensive income, a reversal of that impairment loss is recognised as income in the statement of comprehensive income. (k) Assets under Finance Lease and Hire Purchase Leases of plant and equipment where substantially all the benefits and risks of ownership are transferred to the Group are classified as finance leases. Plant and equipment acquired under finance lease and hire purchase are capitalised in the financial statements. Each lease or hire purchase payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding outstanding obligations due under the finance lease and hire purchase after deducting finance charges are included as liabilities in the financial statements. Finance charges are allocated to the income statement over the period of the respective lease and hire purchase agreements. Plant and equipment acquired under finance leases and hire purchase are depreciated over the useful lives of the assets. If there is no reasonable certainty that the ownership will be transferred to the Group, the assets are depreciated over the shorter of the lease terms and their useful lives. (l) Operating Leases Leases of assets where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments are made under operating leases (net of any incentives received from the lessor) are charged to the income statement on the straight-line basis over the lease period. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place. 116 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (m) Revaluation Reserve Surpluses arising from the revaluation of properties are credited to the revaluation reserve account. Deficits arising from the revaluation, to the extent that they are not supported by any previous revaluation surpluses, are recognised in profit or loss. In the year of disposal of the revalued asset, the attributable remaining revaluation surplus is transferred from the revaluation reserve account to retained profits. (n) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis, and includes all incidentals incurred in bringing the inventories to their present location and condition. In arriving at net realisable value, due allowance is made for all damaged, obsolete and slow-moving items. (o) Income Taxes Income taxes for the year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting period. Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period. Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill. The carrying amounts of deferred tax assets are reviewed at each end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax assets to be utilised. (p) Borrowing Costs All borrowing costs are recognised in profit or loss as expenses in the period in which they are incurred. (q) Cash and Cash Equivalents Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, deposits pledged with financial institutions and short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 117 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (r) Provisions Provisions are recognised when the Group has a present obligation as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation. (s) Employee Benefits (i) Short-term Benefits Wages, salaries, paid annual leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group and of the Company. (ii) Defined Contribution Plans The Group and the Company’s contributions to defined contribution plans are recognised in profit or loss in the period to which they relate. Once the contributions have been paid, the Group and the Company have no further liability in respect of the defined contribution plans. (t) Related Parties A party is related to an entity if:(i) directly, or indirectly through one or more intermediaries, the party:• • • controls, is controlled by, or is under common control with, the entity (this includes parents, subsidiaries and fellow subsidiaries); has an interest in the entity that gives it significant influence over the entity; or has joint control over the entity; (ii) the party is an associate of the entity; (iii) the party is a joint venture in which the entity is a venturer; (iv) the party is a member of the key management personnel of the entity or its parent; (v) the party is a close member of the family of any individual referred to in (i) or (iv); (vi) the party is an affiliated company. An affiliated company refers to a company in which certain directors/shareholders have substantial financial interests; (vii) the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which significant voting power in such entity resides with, directly or indirectly, any individual referred to in (iv) or (v); or (viii) the party is a post-employment benefit plan for the benefit of employees of the entity, or of any entity that is a related party of the entity. Close members of the family of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity. 118 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (u) Contingent Liabilities and Contingent Assets A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required or the amount of obligation cannot be measured reliably. A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision. A contingent asset is a probable asset that arises from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of one or more uncertain events not wholly within the control of the Company. (v) Revenue Recognition (i) Sale of Goods Sales are recognised upon delivery of goods and customers’ acceptance or performance of services and where applicable, net of returns and trade discounts. (ii) Services Revenue is recognised upon the rendering of services and when the outcome of the transaction can be estimated reliably. In the event the outcome of the transaction could not be estimated reliably, revenue is recognised to the extent of the expenses incurred that are recoverable. (iii) Rental and Interest Income Rental income and interest income are recognised on an accrual basis. (iv) Dividend Income Dividend income from the investment in subsidiaries is recognised upon declaration by the subsidiaries. Dividend income from the other investment is recognised when the right to receive payment is established. (w) Operating Segments An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. 119 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 5. INVESTMENTS IN SUBSIDIARIES The Company 31.12.2010 31.12.2009 RM’000 RM’000 Unquoted shares, at cost:At 1 January Additional investment in a subsidiary 71,614 210 71,464 150 Less: Accumulated impairment loss on subsidiaries 71,824 (4,595) 71,614 (4,595) At 31 December 67,229 67,019 Accumulated impairment loss on subsidiaries:At 1 January Addition during the financial year (4,595) - (425) (4,170) At 31 December (4,595) (4,595) The details of the subsidiaries are as follows:- Country of Name of Company 120 Effective Equity Interest Incorporation 2010 % 2009 % Principal Activities SEGi Holdings Sdn. Bhd. Malaysia 100 100 Investment holding and management consultancy. SEGi University College (M) Sdn. Bhd. Malaysia , 100 100 Provision of professional, commercial and academic education SEGi College (KL) Sdn. Bhd. Malaysia 100 100 Provision of professional, commercial and academic education. SEGi College of Technology (KL) Sdn. Bhd. Malaysia 100 100 Provision of computer training, commercial and academic education. SEGi College (Subang Jaya) Sdn. Bhd. Malaysia 98.63 98.63 SEGi College (PG) Sdn. Bhd. Malaysia 100 100 Provision of professional, commercial and academic education. SEGi College (Sarawak) Sdn. Bhd. ~ Malaysia 100 100 Operation of an educational institution for further studies. SEGi College (PJ) Sdn. Bhd. Malaysia 100 100 Provision of professional, commercial and academic education. Operation of an institute providing educational programmes. SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 5. INVESTMENTS IN SUBSIDIARIES (CONT’D) The details of the subsidiaries are as follows (Cont’d):- Country of Name of Company Effective Equity Interest Incorporation 2010 % 2009 % Principal Activities Summit Multimedia Education Sdn. Bhd. Malaysia 73.97 73.97 Operation of an institution providing educational programmes. SEGi-IGS Sdn. Bhd. Malaysia 70 70 Provision of educational services. SEGi Training Centre (Kuching) Sdn. Bhd. ~ Malaysia 100 100 Operation of a training centre for vocational and professional courses. SEGi Learning Resources (Sarawak) Sdn. Bhd. ~ Malaysia 100 100 Provision of educational and training services. SMRC Learning Alliance Sdn. Bhd. Malaysia 100 100 Provision of educational and training services. SMRC Learning Alliance (KL) Sdn. Bhd.~ Malaysia 100 100 Provision of educational and training services. SMRC Learning Alliance (EM) Sdn. Bhd. ~ Malaysia 100 100 Provision of management consultancy services and investment holding. SEGi EyeCare Sdn. Bhd. Malaysia 100 100 Provision of eye care and optometry related services. IFPA Resources Sdn. Bhd. Malaysia 100 100 Provision of financial planning and financial related courses. Summit Early Childhood Edu-Care Sdn. Bhd. ~ Malaysia 100 100 Provision of child educational and related services. Summit Early Childhood Edu-Care (Rawang) Sdn. Bhd. ~ Malaysia 70 70 Provision of child educational and related services. Pusat Kemahiran Maju Ria Sdn. Bhd. ~ Malaysia 100 100 Provision of educational and training services. SEG International Group Sdn. Bhd. Malaysia 100 100 Investment holding and provision of training and educational services. SEGi Skills Development & Placement Services Sdn. Bhd. ~ Malaysia 100 100 Provision of training services. SEGi Youth Training Sdn. Bhd. Malaysia 100 100 Provision of training services. 121 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 5. INVESTMENTS IN SUBSIDIARIES (CONT’D) The details of the subsidiaries are as follows (Cont’d):- Country of Name of Company 122 Effective Equity Interest Incorporation 2010 % 2009 % Principal Activities SEGi Methods Sdn. Bhd. ~ Malaysia 100 100 Investment holding. SEGi Jobs Sdn. Bhd. ~ Malaysia 100 100 Dormant. SEG International Training Sdn. Bhd. ~ Malaysia 100 100 Provision of services in information and computer technologies. SEGi Properties Sdn. Bhd. (formerly known as Shaw Commercial Institution Sdn. Bhd.) Malaysia 100 100 Investment property holding. Systematic Training Network Sdn. Bhd. Malaysia 95 95 Investment holding and provision of educational services. SBT Professional Publications Sdn. Bhd. Malaysia 100 100 Operation of a book centre, dealing in all kinds of reading materials, information research and related business. Agensi Pekerjaan Job Venture Sdn. Bhd. Malaysia 100 100 Provision of job placement consultancy services. Prestige Front Sdn. Bhd. Malaysia 100 100 Property investment and property management. Binary Mark Sdn. Bhd. Malaysia 98.63 98.63 Property investment. SEG Equity Sdn. Bhd. Malaysia 100 100 Investment holding. Summit Education Sdn. Bhd. Malaysia 98.63 98.63 Prim Edu-Services Sdn. Bhd. Malaysia 100 100 Investment holding. SEGi Unisel Sdn. Bhd. ~ Malaysia 97 97 Dormant. SEGi Land Sdn. Bhd. (formerly known as CEPI Resources (Selangor) Sdn. Bhd.) ~ Malaysia 100 100 Property Investment. Metromas Realtors Sdn. Bhd. Malaysia 100 100 Investment holdings and property investment. Sino-Malaysia EduCulture Centre Sdn. Bhd. Malaysia 100 100 Provision of cross border education and culture activities. Investment holding and management consultancy. SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 5. INVESTMENTS IN SUBSIDIARIES (CONT’D) The details of the subsidiaries are as follows (Cont’d):- Country of Name of Company Effective Equity Interest Incorporation 2010 % 2009 % I-Station Solutions Sdn.Bhd. Malaysia 100 100 Consortium Support Services Sdn. Bhd. (formerly known as LifeLong Learning Network Sdn. Bhd.) ~ Malaysia 100 - Republic of Mauritius 100 100 Worldwide Accreditation Ltd ~ Principal Activities Provision of E-learning solutions. Provision of property management services. Provision of licensing and accreditation of educational programmes. ~ The financial statements of these subsidiaries are audited by auditors other than the auditors of the Company 6 INVESTMENTS IN ASSOCIATES The Group 31.12.2010 31.12.2009 RM’000 RM’000 Unquoted shares, at cost Addition during the financial year Share of post-acquisition profit 5,563 1,197 1,763 3,800 614 Less: Allowance for impairment losses 6,760 (2,000) 6,177 (1,400) 4,760 4,777 Allowance for impairment losses:At 1 January Addition during the financial year (1,400) (600) (1,400) - At 31 December (2,000) (1,400) 123 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 6 INVESTMENTS IN ASSOCIATES (CONT’D) The details of the associates are as follows:- Country of Incorporation Name of Company Effective Equity Interest 2010 2009 % % Principal Activities Palm Leisure Sdn. Bhd. ~ Malaysia 30 30 Dormant. Eduspec Sdn. Bhd. Malaysia 22 22 Investment holding, provision of educational services and materials. The financial statements of this associate is audited by auditors other than the auditors of the Company. The share of results in an associate is based on the unaudited financial statements of the associate. 7. PROPERTY, PLANT AND EQUIPMENT The Group Acquisition At of A 01.01.2010 Subsidiary RM’000 RM’000 Additions RM’000 Disposals RM’000 Written Off RM’000 Depreciation Charge RM’000 At 31.12.2010 RM’000 Carrying Amount 31.12.2010 Freehold and leasehold land Buildings Computer hardware and software Fixtures, fittings and office equipment Library books and manuals Motor vehicles Capital work-in-progress The Group 9,194 23,550 2,553 26,510 2,288 2,262 25,052 11 21 36 - 1,423 11,718 967 2,068 - (1) (80) (2) (24) - (67) (16)* (6) (411) (1,060) (4,655) (530) (688) - 9,188 23,139 2,926 33,447 2,723 3,654 25,036 91,409 68 16,176 (107) (83) (7,350) 100,113 At 01.01.2009 RM’000 Additions RM’000 Disposals RM’000 Written Off RM’000 Depreciation Charge RM’000 At 31.12.2009 RM’000 9,201 26,545 2,054 25,431 1,429 1,264 9,924 1,351 5,294 1,193 1,454 25,134 (2,557) (1) (8,001) (1) (157) (2,005) (7) (438) (851) (4,057) (334) (456) - 9,194 23,550 2,553 26,510 2,288 2,262 25,052 75,848 34,426 (10,559) (2,163) (6,143) 91,409 Carrying Amount 31.12.2009 Freehold and leasehold land Buildings Computer hardware and software Fixtures, fittings and office equipment Library books and manuals Motor vehicles Capital work-in-progress 124 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 7. PROPERTY, PLANT AND EQUIPMENT (CONT’D) At Cost RM’000 The Group At Accumulated Valuation Depreciation RM’000 RM’000 Carrying Amount RM’000 At 31.12.2010 Freehold and leasehold land Buildings Computer hardware and software Fixtures, fittings and office equipment Library books and manuals Motor vehicles Capital work-in-progress 4,963 26,913 11,452 57,266 6,066 5,901 25,036 4,250 100 - (25) (3,874) (8,526) (23,819) (3,343) (2,247) - 9,188 23,139 2,926 33,447 2,723 3,654 25,036 137,597 4,350 (41,834) 100,113 4,963 26,913 12,534 48,541 5,157 4,308 25,052 4,250 100 - (19) (3,463) (9,981) (22,031) (2,869) (2,046) - 9,194 23,550 2,553 26,510 2,288 2,262 25,052 127,468 4,350 (40,409) 91,409 At 01.01.2010 RM’000 Additions RM’000 Disposal RM’000 Depreciation Charge RM’000 At 31.12.2010 RM’000 4,250 2,745 124 862 - 36 17 449 (2) - (78) (44) (189) (33) 4,250 2,667 114 690 416 7,981 502 (2) (344) 8,137 At 31.12.2009 Freehold and leasehold land Buildings Computer hardware and software Fixtures, fittings and office equipment Library books and manuals Motor vehicles Capital work-in-progress The Company Carrying Amount 31.12.2010 Freehold land Buildings Computer hardware and software Fixtures, fittings and office equipment Motor vehicle 125 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 7. PROPERTY, PLANT AND EQUIPMENT (CONT’D) At 01.01.2009 RM’000 Additions RM’000 Depreciation Charge RM’000 At 31.12.2009 RM’000 4,250 2,823 82 980 90 70 (78) (48) (188) 4,250 2,745 124 862 8,135 160 (314) 7,981 At Accumulated Valuation Depreciation RM’000 RM’000 Carrying Amount RM’000 Carrying Amount 31.12.2009 Freehold land Buildings Computer hardware and software Fixtures, fittings and office equipment At Cost RM’000 The Company At 31.12.2010 Freehold land Buildings Computer hardware and software Fixtures, fittings and office equipment Library books and manuals Motor vehicles 3,777 396 1,876 1 742 4,250 100 - (1,210) (282) (1,186) (1) (326) 4,250 2,667 114 690 416 6,792 4,350 (3,005) 8,137 3,777 1,902 2,070 4 638 4,250 100 - (1,132) (1,778) (1,208) (4) (638) 4,250 2,745 124 862 - 8,391 4,350 (4,760) 7,981 At 31.12.2009 Freehold land Buildings Computer hardware and software Fixtures, fittings and office equipment Library books and manuals Motor vehicles In December 1993, the freehold land and building which are reported at valuation were revalued by the directors using the open market value basis based on a valuation carried out by an independent firm of professional valuers. The surplus arising from the revaluation, net of deferred taxation, has been credited to the revaluation reserve account. The Group has availed itself to the transitional provision when MASB first adopted IAS 16, Property, Plant and Equipment. 126 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 7. PROPERTY, PLANT AND EQUIPMENT (CONT’D) Assets Pledged For Banking Facilities Freehold land and buildings with a total carrying amount of RM6,917,000 (2009 – RM6,995,000) of the Group and of the Company have been pledged as security for banking facilities. The capital work-in-progress are pledged as security for banking facilities (Note 19). * Reversal not recognised in the profit or loss, represents charges waived by the contractors. The carrying amount, had the revalued freehold land and building been measured using cost model, could not be determined as the required records are not available. The carrying amounts of assets held under hire purchase and finance lease terms at the reporting date are as follows:The Group 31.12.2010 31.12.2009 RM’000 RM’000 Computer hardware and software Fixtures, fittings and office equipment Motor vehicles 8. The Company 31.12.2010 31.12.2009 RM’000 RM’000 106 10,144 3,407 153 6,257 1,237 416 - 13,657 7,647 416 - INVESTMENT PROPERTIES The Group/The Company 31.12.2010 31.12.2009 RM’000 RM’000 Leasehold apartment, at cost At 1 January Disposal 130 (130) 217 (87) Less: Accumulated depreciation - 130 (39) At 31 December - 91 (39) (1) 40 (61) (4) 26 - (39) Accumulated depreciation:At 1 January Charge for the financial year Disposal At 31 December 127 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 9. RECEIVABLES Note The Group 31.12.2010 31.12.2009 RM’000 RM’000 The Company 31.12.2010 31.12.2009 RM’000 RM’000 Non-current Other receivables (a) 2,425 4,400 2,425 - Current Trade Trade receivables (b) 12,939 4,610 - 832 (c) (d) 24,633 - 35,453 2 5,115 58,356 - 11,452 67,591 2 37,572 40,065 63,471 79,877 Non trade Other receivables, deposits and prepayments Amount owing by subsidiaries Amount owing by an associate (a) Other Receivables The amount is due from former subsidiaries. The purchaser of the former subsidiaries has undertaken to assume these outstanding amounts which are to be settled by instalments. (b) Trade Receivables The Group 31.12.2010 31.12.2009 RM’000 RM’000 Trade receivables Less: Allowance for impairment losses on receivables 13,294 (355) 4,970 (360) - 832 - 12,939 4,610 - 832 Allowance for impairment losses on receivables:At 1 January Written off during the financial year (360) 5 (382) 22 - - At 31 December (355) (360) - - The normal trade credit terms granted by the Group ranged from 30 to 90 days. 128 The Company 31.12.2010 31.12.2009 RM’000 RM’000 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 9. RECEIVABLES (CONT’D) (c) Other Receivables, Deposits And Prepayments The Group 31.12.2010 31.12.2009 RM’000 RM’000 Other receivables, deposits and prepayments Less: Allowance for impairment losses on receivables The Company 31.12.2010 31.12.2009 RM’000 RM’000 30,863 (6,230) 42,225 (6,772) 9,075 (3,960) 15,412 (3,960) 24,633 35,453 5,115 11,452 Allowance for impairment losses on receivables:At 1 January Additional for the financial year Written off during the financial year (6,772) (338) 880 (2,640) (4,132) - (3,960) - (1,942) (2,018) - At 31 December (6,230) (6,772) (3,960) (3,960) (d) Amount Owing By Subsidiaries The Company 31.12.2010 31.12.2009 RM’000 RM’000 Interest bearing Non-interest bearing 58,138 218 63,410 4,181 58,356 67,591 The amounts owing by subsidiaries are non-trade in nature, unsecured and receivable on demand. The interest bearing portion bore an effective interest rate of 1% (2009 - 1%) per annum. 10. INTANGIBLE ASSETS The Group Goodwill RM’000 Development Costs RM’000 Total RM’000 Cost:At 1 January 2009 Addition during the financial year Written off during the financial year Effect of movement in exchange rates 37,843 (2,468) - 5,480 225 (1) 43,323 225 (2,468) (1) At 31 December 2009/1 January 2010 Addition during the financial year Effect of movement in exchange rates 35,375 - 5,704 147 (65) 41,079 147 (65) At 31 December 2010 35,375 5,786 41,161 129 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 10. INTANGIBLE ASSETS (CONT’D) The Group Goodwill RM’000 Development Costs RM’000 Total RM’000 Accumulated amortisation/impairment losses :At 1 January 2009 Amortisation for the financial year Effect of movement in exchange rates (7,869) - (5,217) (182) (3) (13,086) (182) (3) At 31 December 2009/1 January 2010 Amortisation for the financial year Effect of movement in exchange rates (7,869) - (5,402) (251) 40 (13,271) (251) 40 At 31 December 2010 (7,869) (5,613) (13,482) Carrying amount:At 31 December 2009 27,506 302 27,808 At 31 December 2010 27,506 173 27,679 With effect from 1 January 2006, the Group no longer amortises goodwill on consolidation. Such goodwill is reviewed annually for impairment, including in the year of its initial recognition, as well as when there are indications of impairment. Impairment losses are recognised when the carrying amount of the cash-generating unit (“CGU”) to which the goodwill has been allocated exceeds its recoverable amount. Impairment loss is recognised in the income statement and subsequent reversal is not allowed. Impairment testing for CGUs containing goodwill The Group has assessed the recoverable amounts of goodwill allocated and determined that no additional impairment is required. The recoverable amount for the above is based on value in use calculations using cash flow projections covering a five-year period approved by the management. The following describes the key assumptions on which management has based its cash flow projections to undertake impairment testing of goodwill: 130 t There will be no material changes in the structure and principal activities of the Group. t There will not be any significant increase in the labour costs, adverse changes in the economic conditions or other abnormal factors, which will adversely affect the operations of the Units. t Discount rate of 8% is applied in determining the recoverable amounts of the Units. The discount rate was estimated based on the Group’s existing rate of borrowings. SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 11. OTHER INVESTMENTS The Group 31.12.2010 31.12.2009 RM’000 RM’000 Quoted shares, at cost The Company 31.12.2010 31.12.2009 RM’000 RM’000 4,201 4,201 - - (1,742) (1,742) (1,054) 1,329 (1,544) (198) (1,742) - - - - - 2,734 2,459 - - 2,080 2,080 2,080 2,080 (2,080) (2,080) (900) (1,180) (2,080) (2,080) (2,080) (900) (1,180) (2,080) - - - - Total carrying amount 2,734 2,459 - - Measured using: Cost model Fair value model 2,734 2,459 - Total carrying amount 2,734 2,459 Market value of quoted investments in Malaysia 2,734 1,405 Allowance for diminution in value:At 1 January Charge for the financial year Fair value adjustment upon the adoption of FRS 139 Fair value gain recognised in other comprehensive income Unquoted bonds, at cost Allowance for diminution in value:At 1 January Charge for the financial year At 31 December Upon adoption of FRS 139 during the financial year, the Group designated its investments in quoted shares that were previously measured using the cost model as available-for-sale financial assets. 12. DEFERRED TAX ASSETS The Group 31.12.2010 31.12.2009 RM’000 RM’000 The Company 31.12.2010 31.12.2009 RM’000 RM’000 At 1 January Recognised in profit or loss (Note 25) 3,587 (413) 3,091 496 1,898 (341) 2,186 (288) At 31 December 3,174 3,587 1,557 1,898 Unabsorbed capital allowances Unutilised tax losses Revaluation of property 3,190 267 (283) 3,776 94 (283) 1,840 (283) 2,181 (283) At 31 December 3,174 3,587 1,557 1,898 Deferred tax assets comprise the following:- 131 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 13. INVENTORIES Inventories represent eyecare products for sale stated at cost. None of the inventories is stated at net realisable value. 14. CASH AND CASH EQUIVALENTS Note Short-term investments with financial institutions Fixed deposits with licensed banks Cash and bank balances (a) (b) The Group 31.12.2010 31.12.2009 RM’000 RM’000 The Company 31.12.2010 31.12.2009 RM’000 RM’000 10,246 53,095 15,490 7,000 10,790 19,108 10,246 53,042 3,660 7,000 10,737 3,738 78,831 36,898 66,948 21,475 (a) Short-term investments with financial institutions The Group 31.12.2010 31.12.2009 RM’000 RM’000 Short-term investments with financial institutions Less: Allowance for diminution in value The Company 31.12.2010 31.12.2009 RM’000 RM’000 12,246 (2,000) 9,000 (2,000) 12,246 (2,000) 9,000 (2,000) 10,246 7,000 10,246 7,000 (b) Fixed deposits with licensed banks of the Group and the Company amounting to RM10,991,040 (2009 - RM10,737,448) are pledged for banking facilities granted to the Group and the Company. At the reporting date, the fixed deposits: - bore a weighted average effective interest rate of 2.88% (2009 - 2.87%) per annum; and - have maturity periods ranging from 1 month to 12 months (2009 - 6 months to 12 months). 132 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 15. SHARE CAPITAL Par value RM Ordinary shares :Authorised At 1.1.2010 Share split Increase during the financial year At 31.12.2010 Issued and fully paid-up At 1.1.2010 Share split Bonus issue Exercise of warrants At 31.12.2010 The Group/The Company 31.12.2010 31.12.2009 Number of shares 31.12.2010 ’000 ’000 RM’000 31.12.2009 RM’000 1.00 0.50 0.50 100,000 100,000 300,000 100,000 - 100,000 150,000 100,000 - 0.50/1.00 500,000 100,000 250,000 100,000 1.00 0.50 0.50 0.50 89,093 89,093 71,274 1,787 89,093 - 89,093 35,637 893 89,093 - 0.50/1.00 251,247 89,093 125,623 89,093 (a) During the financial year, the Company :(i) completed a share split involving the subdivision of every 1 existing ordinary share of RM1.00 each into 2 ordinary shares of RM0.50 each; (ii) increased its authorised share capital from RM100,000,000 to RM250,000,000, by way of creation of 300,000,000 ordinary shares of RM0.50 each; and (iii) increased its issued and paid-up share capital from RM89,093,000 to RM125,623,000 by way of:bonus issue of 71,274,000 new subdivided ordinary shares of RM0.50 each credited as fully paid-up on the basis of 2 bonus shares for every 5 existing subdivided shares; and issuance of 1,787,100 new ordinary shares of RM0.50 each pursuant to the exercise of warrants. The new ordinary shares issued rank pari passu in all respects with the existing ordinary shares of the Company. 16. RESERVES The Group 31.12.2010 31.12.2009 RM’000 RM’000 Retained profits Warrants reserve Share premium Available-for-sale reserve Exchange translation reserve Asset revaluation reserve Treasury shares The Company 31.12.2010 31.12.2009 RM’000 RM’000 85,716 6,147 956 275 (1,392) 1,952 (16,693) 44,993 35,876 (429) 1,977 (2,355) 58,868 6,147 956 1,952 (16,693) 15,375 35,876 1,977 (2,355) 76,961 80,062 51,230 50,873 133 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 16. RESERVES (CONT’D) Retained profits Subject to the agreement of the tax authorities, at the end of the reporting period, the Company has sufficient tax credits under Section 108 of the Income Tax Act 1967 and tax-exempt income to frank the payment of dividends out of its entire retained profits without incurring additional tax liabilities. At the reporting date, the Company has not elected for the single tier tax system. When the tax credit balance is fully utilised, or by 31 December 2013 at the latest, the Company will automatically move to the single tier tax system. Under the single tier tax system, tax on the Company’s profits is a final tax, and dividends distributed to the shareholders will be exempted from tax. Warrants reserve The movements in the warrants reserve of the Group and of the Company are as follows:The Group/ The Company 31.12.2010 RM’000 At 1 January Issue of warrants Exercise of warrants 6,236 (89) At 31 December 6,147 The Warrants 2010/2015 are constituted by a Deed Poll dated 15 July 2010. During the financial year, no options were granted by the Company to any person to take up any unissued shares in the Company, except for the renounceable rights issue of 124,729,857 five year 2010/2015 warrants issued on 17 August 2010 (“Warrants”), on the basis of 1 warrant for every 2 existing ordinary shares of RM0.50 each held in the Company at an issue price of RM0.05 each per Warrant. Each Warrant entitles the registered holder to subscribe for 1 new ordinary share of RM0.50 each in the Company at an exercise price of RM1.00 per share. The Warrants are exercisable at any time during the five year period and will be expiring on 16 August 2015. As at 31 December 2010, there were 122,942,757 unexercised Warrants in issue. The principal terms are as follows: - 134 (a) Tenure 5 years from the date of issuance of the warrants. (b) Exercise Period The Warrants shall be exercisable at any time within the period commencing on, and inclusive of, the date of issue of the warrants and ending on the date preceding the 5th anniversary of the date of issue of the Warrants. (c ) Exercise Rights Each Warrant entitles the holder to subscribe for 1 new ordinary share of RM0.50 each (“Share”) at the Exercise Price at any time during the Exercise Period. (d) Exercise Price RM1.00 cash per new Share, subject to the adjustments in accordance with the provisions of the Deed Poll. SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 16. RESERVES (CONT’D) Warrants reserve (Cont’d) (e) Listing Approval has been obtained from Bursa Securities vide its letter dated 3 June 2010 for the admission of the Warrants to the Official List of Bursa Securities, the listing of and quotation for the Warrants, and the listing of and quotation for the new Shares to be issued pursuant to the exercise of the Warrants on the Main Market. (f) Subject to the provisions of the Deed Poll, the Exercise Price and/or the number of Warrants held by each Holder shall be adjusted by the Directors in consultation with the auditor or principal adviser, in the event of alteration to share capital of the Company including but not limited to share consolidation or subdivision or conversion, issuance of shares by way of capitalisation of profits or reserves, capital distribution and right issue of shares or convertible securities in accordance with provisions as set out in the Deed Poll. Adjustment in the Exercise Price and/or the number of Warrants held by Holders in the event or alteration to the share capital The ordinary shares issued from the exercise of Warrants shall rank pari passu in all respects with the existing issued ordinary shares of the Company except that they shall not be entitled to any dividends, distributions, rights, allotment and/or any other forms of distribution where the entitlement date of which precedes the relevant date of the allotment and issuance of the new shares arising from the exercise of Warrants. Share premium The movements in the share premium of the Group and of the Company are as follows:The Group/The Company 31.12.2010 31.12.2009 RM’000 RM’000 At 1 January Bonus issue Exercise of Warrants Shares issue expense At 31 December 35,876 (35,637) 982 (265) 35,876 - 956 35,876 The share premium is not distributable by way of dividends and may be utilised in the manner set out in Section 60(3) of the Companies Act 1965. Available-for-sale reserve Available-for-sale reserve represents the cumulative fair value changes, net of tax, of available-for-sale financial assets until they are disposed of or impaired. Asset revaluation reserve The asset revaluation reserve represents increases in the fair value of freehold land, net of tax, and decreases to the extent that such decreases relate to an increase on the same asset previously recognised in the other comprehensive income. The reserve is not distributable by way of dividend. 135 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 16. RESERVES (CONT’D) Exchange fluctuation reserve The exchange fluctuation reserve arose from the translation of the financial statements of a foreign subsidiary and is not distributable by way of dividends. Treasury shares During the financial year, the Company purchased and disposed of its issued ordinary shares on the open market under the share buy-back programme. Details are as follows:- Lowest RM Price per share Highest Average RM RM No. of shares Par value RM Cost of shares RM’000 Balance at 1 January 2010 Disposal during the financial year 0.97 1.31 1.09 3,000,600 (3,000,600) 1.00 1.00 2,355 (2,355) Addition during the financial year 2.03 2.60 2.32 7,184,500 0.50 16,693 7,184,500 0.50 16,693 Balance at 31 December 2010 The share buy-back programme was financed by internally generated funds. The shares purchased were retained as treasury shares in accordance with Section 67A of the Companies Act 1965 in Malaysia and are presented as a deduction from shareholders’ equity. During the financial year, 3,000,600 treasury shares were sold for a total consideration of RM3,264,212, resulting in a gain of RM909,423, which was recognised in the statements of changes in equity. The proceeds from the sale of treasury shares were utilised for working capital purposes. 17. LONG-TERM BORROWINGS The Group 31.12.2010 31.12.2009 RM’000 RM’000 Hire purchase and finance lease payables (Note 18) Term loans (Note 19) 136 The Company 31.12.2010 31.12.2009 RM’000 RM’000 4,594 6,237 3,039 9,427 270 6,207 9,295 10,831 12,466 6,477 9,295 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 18. HIRE PURCHASE AND FINANCE LEASE PAYABLES The Group 31.12.2010 31.12.2009 RM’000 RM’000 The Company 31.12.2010 31.12.2009 RM’000 RM’000 Minimum hire purchase and finance lease payments: - repayable within one year - repayable between one year to five years - repayable after five years 3,932 5,023 - 3,127 3,106 91 105 297 - - Less: Future finance charges 8,955 (731) 6,324 (489) 402 (47) - Present value of hire purchase and finance lease payables 8,224 5,835 355 - The net hire purchase and finance lease payables are repayable as follows:Non-current: - repayable between one year to five years - repayable after five years 4,544 50 2950 89 270 - - Total repayable after one year (Note 17) 4,594 3,039 270 - Current: - not later than one year (Note 22) 3,630 2,796 85 - 8,224 5,835 355 - The hire purchase and finance lease payables at the reporting date bore interest rates ranging from 2.6% to 4.5% (2009 - 3.67% to 4.29%) per annum. 19. TERM LOANS The Group 31.12.2010 31.12.2009 RM’000 RM’000 Non-current portion (Note 17): - repayable between one to two years - repayable between two to five years Current portion (Note 22): - repayable within one year The Company 31.12.2010 31.12.2009 RM’000 RM’000 3,496 2,741 6,237 3,592 5,835 9,427 3,466 2,741 6,207 3,489 5,806 9,295 3,540 3,293 3,438 3,198 9,777 12,720 9,645 12,493 137 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 19. TERM LOANS (CONT’D) Details of the term loans at the reporting date are as follows:- Term loan 1 Term loan 2 Number Of Monthly Instalments Monthly Instalments RM Effective Dates Of Commencement Of Repayment 48 36 345,155 9,119 July 2009 March 2009 Amount Outstanding 2010 2009 RM’000 RM’000 9,645 132 12,493 227 9,777 12,720 Subsequent to the reporting date, the Company has fully settled term loan 1. The outstanding term loans at the reporting date bore a weighted average effective interest rate of 8.5% (2009 – 8.44%) per annum. Term loan 1 was secured by a first legal charge over the leasehold properties of a subsidiary (Note 7). 20. DEFERRED TAX LIABILITIES The Group 31.12.2010 31.12.2009 RM’000 RM’000 At 1 January Recognised in profit or loss (Note 25) 1,899 588 1,608 291 At 31 December 2,487 1,899 Deferred tax liabilities represent accelerated capital allowances. 21. PAYABLES Note 138 The Group 31.12.2010 31.12.2009 RM’000 RM’000 The Company 31.12.2010 31.12.2009 RM’000 RM’000 Trade Trade payables (a) 961 1,066 - - Non Trade Other payables and accruals Amount owing to subsidiaries (b) (c) 37,646 - 26,905 - 4,980 19,183 3,650 23,768 38,607 27,971 24,163 27,418 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 21. PAYABLES (CONT’D) (a) Trade payables The normal trade credit terms granted to the Group ranged from 30 to 90 days. (b) Other payables and accruals Included in the other payables and accruals are:(i) an amount of RM12,785,000 (2009 - RM6,105,000) in respect of fees received in advance; and (ii) an amount of RM4,078,000 (2009 - RM4,705,000) in respect of deposits received from students. (c) Amount owing to subsidiaries The amount owing to subsidiaries is unsecured, interest-free and repayable on demand. The foreign currency exposure profile of the amount owing to the subsidiaries of the Company at the end of the reporting period is as follows:The Company 31.12.2010 31.12.2009 RM’000 RM’000 United States Dollar 3,626 10,031 22. SHORT-TERM BORROWINGS The Group 31.12.2010 31.12.2009 RM’000 RM’000 Hire purchase and finance lease payables (Note 18) Term loans (Note 19) The Company 31.12.2010 31.12.2009 RM’000 RM’000 3,630 3,540 2,796 3,293 85 3,438 3,198 7,170 6,089 3,523 3,198 23. REVENUE The Group 2010 2009 RM’000 RM’000 Educational services Management fee Rental income Dividend income The Company 2010 2009 RM’000 RM’000 216,848 673 94 165,142 1,116 114 732 10,787 18,152 43,799 5,069 7,914 16,821 7,437 217,615 166,372 73,470 37,241 139 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 24. PROFIT BEFORE TAXATION The Group 2010 2009 RM’000 RM’000 Profit before taxation is arrived at after charging/(crediting):Allowance for impairment on: - investments in associates - quoted shares - unquoted bonds - short-term investments with financial institutions - investments in subsidiaries Allowance for impairment losses on other receivables Amortisation of development costs Audit fee: - for the current financial year - underprovision in the previous financial year Bad debts written off Depreciation expense: - investment properties - property, plant and equipment Directors’ fee Directors’ non-fee emoluments Goodwill on consolidation written off Interest expense Inventories written off Lease of premises Property, plant and equipment written off Rental expense: - equipment - hostel - premises Staff costs - salaries, wages, bonuses and allowances - defined contribution plans - other benefits Dividend income Gain on disposal of property, plant and equipment Gain on disposal of investment properties Interest income: - subsidiaries - others Gain on foreign exchange: - realised - unrealised Rental income Excess of the fair value of net assets acquired over the purchase price 140 The Company 2010 2009 RM’000 RM’000 600 338 251 198 1,180 2,000 4,132 182 - 1,180 2,000 4,170 2,018 - 195 16 2,034 188 13 1,558 35 623 35 96 1 7,350 279 3,217 1,232 16,347 67 4 6,143 203 1,420 2,468 1,694 8 15,535 2,163 1 344 279 2,931 837 15,632 - 4 314 203 1,420 1,045 14,935 - 994 14,664 18,480 666 8,034 6,255 436 - 58,999 5,813 2,924 (94) (165) (40) 48,075 4,367 2,341 (114) (482) (26) 988 255 65 (43,799) (51) (40) 1,911 93 54 (7,437) (26) (992) (499) (1,422) (988) (1,135) (495) (9) (672) (673) (62) (9) (252) (1,116) - (18,152) - (7) (16,821) - SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 25. INCOME TAX EXPENSE The Group 2010 2009 RM’000 RM’000 Current taxation:- for the financial year - share of taxation in an associates - under/(over)provision in previous financial years Deferred tax assets (Note 12): - for the financial year - underprovision in previous financial years Deferred tax liabilities (Note 20): - for the financial year - under/(over)provision in previous financial years The Company 2010 2009 RM’000 RM’000 10,042 (36) 67 4,938 70 (436) 1,708 56 430 289 10,073 4,572 1,764 719 344 69 413 (713) 217 (496) 318 23 341 149 139 288 874 (286) 588 372 (81) 291 - - 11,074 4,367 2,105 1,007 A reconciliation of income tax expense applicable to the profit before taxation at the statutory tax rate to income tax expense at the effective tax rate of the Group and of the Company is as follows:The Group 2010 2009 RM’000 RM’000 The Company 2010 2009 RM’000 RM’000 Profit before taxation 54,314 14,606 47,934 1,520 Tax at the statutory tax rate of 25% Tax effects of:Non-deductible expenses Non-taxable gain Deferred tax assets not recognised during the financial year Utilisation of previously unrecognised deferred tax assets (Over)/Underprovision in the previous financial year: - current tax - deferred tax Differential in tax rates 13,578 3,651 11,983 380 1,873 (3,714) 5 (458) 5,117 (4,275) 505 (193) 507 (10,464) - 1,998 (1,799) - 67 (217) (60) (436) 136 (138) 56 23 - 289 139 - Tax for the financial year 11,074 4,367 2,105 1,007 141 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 26. EARNINGS PER SHARE (a) The basic earnings per share is arrived at by dividing the Group’s profit attributable to shareholders of RM43,059,000 (2009 - RM10,023,000) by the weighted average number of ordinary shares in issue during the financial year, net of treasury shares, of approximately 247,427,000 (2009 - 237,096,000). The number of shares for the financial year ended 31 December 2009 has been restated for the effects of share split and bonus issue, as detailed in Note 15 to the financial statements. (b) Diluted earnings per share is as follows :The Group 2010 RM’000 Earnings Profit attributable to the owners of the Company 43,059 Weighted average number of ordinary shares, adjusted for share split and bonus issue (‘000) Effect of dilution (‘000) - Exercise of warrants 247,427 Adjusted weighted average number of ordinary shares (‘000) 318,793 71,366 Diluted earnings per share (sen) 13.51 The diluted earnings per share for the financial year ended 31 December 2009 is not presented as there was no potential dilutive ordinary shares. 27. DIVIDENDS The Group/The Company 2010 2009 RM’000 RM’000 Paid, in respect of the financial year ended:31 December 2008: - final dividend of RM0.03 per ordinary share of RM1.00 each less 25% tax 31 December 2009: - final dividend of RM0.035 per ordinary share of RM1.00 each less 25% tax 142 - 1,865 2,339 - 2,339 1,865 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 28. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT The Group 2010 2009 RM’000 RM’000 Cost of property, plant and equipment purchased Amount financed through: - term loan - hire purchase and finance lease Cash disbursed for purchase of property, plant and equipment The Company 2010 2009 RM’000 RM’000 16,176 34,426 502 160 (6,190) (14,000) (1,235) (371) - 9,986 19,191 131 160 29. ACQUISITION OF A SUBSIDIARY The details of net assets acquired and cash flows arising from the acquisition of a subsidiary in the current financial year were as follows:The Group RM’000 Assets Liabilities 129 (7) Fair value of net assets acquired Excess of the fair value of net assets acquired over the purchase price 122 (62) Total purchase consideration Less: Cash at bank of the subsidiary 60 (41) Net cash outflow for acquisition of a subsidiary 19 30. DIRECTORS’ REMUNERATION The aggregate amount of emoluments received and receivable by Directors of the Group and of the Company during the financial year are as follows:The Group 2010 2009 RM’000 RM’000 Executive directors: - salaries and other short-term employee benefits - contribution to Employees’ Provident Fund (“EPF”) Non-executive directors: - fee The Company 2010 2009 RM’000 RM’000 2,968 249 1,271 149 2,712 219 1,271 149 3,217 1,420 2,931 1,420 279 203 279 203 143 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 30. DIRECTORS’ REMUNERATION (CONT’D) The details of emoluments for the directors of the Group and of the Company received/receivable for the financial year in bands of RM50,000 are as follows:- The Group/The Company 2010 2009 NonNonExecutive Executive Executive Executive Directors Directors Directors Directors Below RM50,000 RM50,001 - RM100,000 RM350,001 – RM400,000 RM450,001 - RM500,000 RM550,001 – RM600,000 RM700,001 – RM750,000 RM750,001 – RM800,000 RM800,001 – RM850,000 RM900,001 – RM950,000 1 1 1 1 4 2 - 1 1 1 - 3 1 - 31. RELATED PARTY DISCLOSURES (a) Identities of related parties For the purposes of these financial statements, parties are considered to be related to the Group and the Company if a group or a company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and party are subject to common control or common significant influence. Related parties may be individuals or other entities. Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group and the Company either directly or indirectly. The key management personnel include all the Directors of the Company, and certain members of senior management of the Group and the Company. (b) During the financial year, the Group and the Company carried out the following transactions with the related parties during the financial year:The Company 2010 2009 RM’000 RM’000 Sale of services to subsidiaries: - interest charge - maintenance fee - management fee - rental of premises - service charge Purchase of services from subsidiary: - accreditation fee - management fee Dividend income from subsidiaries 144 1,422 552 10,787 17,595 180 1,135 552 7,914 16,291 180 4,290 3,247 5,512 2,856 43,799 7,357 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 31. RELATED PARTY DISCLOSURES (CONT’D) (b) During the financial year, the Group and the Company carried out the following transactions with the related parties during the financial year (Cont’d):Key management personnel compensation The Group 2010 2009 RM’000 RM’000 Directors’ of the Company: - fee - remuneration - contribution to EPF The Company 2010 2009 RM’000 RM’000 279 2,968 249 203 1,271 149 279 2,712 219 203 1,271 149 3,496 1,623 3,210 1,623 Other key management personnel: - salary and other short-term employee benefits - contribution to EPF 1,257 144 1,066 121 334 38 232 27 Total 1,401 1,187 372 259 4,897 2,810 3,582 1,882 (c) Balances with the related parties are disclosed in Note 9(d) and Note 21(c) to the financial statements respectively. The outstanding amounts of the related parties will be settled in cash. No guarantees have been given or received. No expenses have been recognised during the financial year as bad and doubtful debts in respect of the amounts owing by the related parties. 32. CONTINGENT LIABILITIES The Group 2010 2009 RM’000 RM’000 Corporate guarantees given to secure banking facilities granted to certain subsidiaries Bank guarantees given to an electricity provider * The Company 2010 2009 RM’000 RM’000 117 117 9,645 - 17,210 - 117 117 9,645 17,210 * This is secured by a pledge over the fixed deposits of a subsidiary. 145 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 33. COMMITMENTS Capital commitments Authorised capital expenditure not provided for in the financial statements:- Approved but not contracted for: - purchase of plant and equipment 2010 RM’000 2009 RM’000 312 274 Operating lease commitments The future minimum lease payments under the non-cancellable operating leases are as follows:The Group 2010 2009 RM’000 RM’000 Not later than one year Later than one year and not later than five years Later than five years Total The Company 2010 2009 RM’000 RM’000 24,614 73,946 51,182 24,778 71,686 70,007 15,632 71,972 51,182 15,632 68,779 70,007 149,742 166,471 138,786 154,418 34. FOREIGN EXCHANGE RATE The applicable closing foreign exchange rate used (expressed on the basis of one unit of foreign currency to RM equivalent) for the translation of foreign currency balances at the end of the reporting period is as follows:- United States Dollar 2010 RM 2009 RM 3.06 3.42 35. OPERATING SEGMENTS Segmental reporting is not presented as the Group is principally engaged in the provision of educational activities, which is substantially within a single business segment and operates wholly in Malaysia. 36. FINANCIAL INSTRUMENTS The Group’s activities are exposed to a variety of market risks (including foreign currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. 146 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 36. FINANCIAL INSTRUMENTS (CONT’D) (a) Financial Risk Management Policies The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s businesses whilst managing its market risk (including foreign currency risk, interest rate risk and equity price risk), credit risk and liquidity risk. The Group’s policies in respect of the major areas of treasury activity are as follows:(i) Market Risk (i) Foreign Currency Risk The Group does not have material foreign currency transactions, assets or liabilities and hence the exposure to foreign currency risk is not material. (ii) Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arises mainly from interest-bearing financial assets and liabilities. The Group’s policy is to obtain the most favourable interest rates available. Any surplus funds of the Group will be placed with licensed financial institutions to generate interest income at the most favourable interest rates. The Group’s exposure to interest rate risk is disclosed in Note 36(a)(iii). Interest rate risk sensitivity analyses are as follows:- 2010 Changes in basis points Effects on profit RM’000 Effects on equity RM’000 +100/-100 99/(99) 99/(99) (iii) Equity Price Risk The Group’s principal exposure to equity price risk arises mainly from changes in quoted investment prices. The Group’s exposure to price risks is nominal as the investment in quoted shares is considered insignificant. (ii) Credit Risk The Group’s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade and other receivables. The Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an ongoing basis. For other financial assets (including quoted investments, cash and bank balances and derivatives), the Group minimises credit risk by dealing exclusively with high credit rating counterparties. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade and other receivables as appropriate. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. Impairment is estimated by management based on prior experience and the current economic environment. 147 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 36. FINANCIAL INSTRUMENTS (CONT’D) (a) Financial Risk Management Policies (Cont’d) (ii) Credit Risk (Cont’d) Credit risk concentration profile The Group does not have any major concentration of credit risk related to any individual customer or counterparty. Exposure to credit risk As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets at the reporting date. Ageing analysis The ageing analysis of the Group’s trade receivables at the reporting date is as follows:- The Group Not past due Past due:- less than 3 months - 3 to 6 months - over 6 months Gross Amount RM’000 Individual Impairment RM’000 Collective Impairment RM’000 Carrying Value RM’000 12,728 - - 12,728 80 486 (355) - 80 131 13,294 (355) - 12,939 A significant portion of trade receivables that are neither past due nor impaired are regular customers that have been transacting with the Group. The Groups uses ageing analysis to monitor the credit quality of the trade receivables. Any receivables having significant balances past due or more than 120 days, which are deemed to have higher credit risk, are monitored individually. (iii) Liquidity Risk Liquidity risk arises mainly from general funding and business activities. The Group practises prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities. 148 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 36. FINANCIAL INSTRUMENTS (CONT’D) (iii) Liquidity Risk (Cont’d) The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period):- The Group Effective Interest Rate % Contractual Carrying Undiscounted Amount Cash Flows RM’000 RM’000 Within 1 Year RM’000 1–5 Years RM’000 Over 5 Years RM’000 2010 Hire purchase payables Term loans Payables 4.18% - 6.80% 4.27% - 8.50% - 8,224 9,777 38,607 8,955 9,920 38,607 3,932 4,219 38,607 5,023 5,701 - - 56,608 57,482 46,758 10,724 - 5,835 12,720 27,971 6,324 14,744 27,971 3,127 4,260 27,971 3,106 10,484 - 91 - 46,526 49,039 35,358 13,590 91 Contractual Carrying Undiscounted Amount Cash Flows RM’000 RM’000 Within 1 Year RM’000 1–5 Years RM’000 2009 Hire purchase payables Term loans Payables The Company 4.18% - 6.80% 4.27% - 8.50% - Effective Interest Rate % 2010 Term loans Hire purchase payables Payables 8.50 6.80 - 9,645 355 24,163 9,781 402 24,163 4,100 105 24,163 5,681 297 - 34,163 34,346 28,368 5,978 12,493 27,418 14,488 27,418 4,143 27,418 10,345 - 39,911 41,906 31,561 10,345 2009 Term loans Payables 8.50 - 149 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 36. FINANCIAL INSTRUMENTS (CONT’D) (b) Capital Risk Management The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital structure so as to support their businesses and maximise shareholders’ value. To achieve this objective, the Group may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares. The Group manages its capital based on debt-to-equity ratio. The Group’s strategies were unchanged from the previous financial year. The debt-to-equity ratio is calculated as net debt divided by total capital. Net debt is calculated as borrowings plus trade and other payables less cash and cash equivalents. The Group has insignificant external borrowings. The debt-to-equity ratio does not provide a meaningful indicator of the risk of borrowings. Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a consolidated shareholders’ equity (total equity attributable to owners of the Company) equal to or not less than the 25% of the issued and paid-up share capital (excluding treasury shares) and such shareholders’ equity is not less than RM40 million. The Company has complied with this requirement. (c) Classification Of Financial Instruments The Group 2010 RM’000 The Company 2010 RM’000 2,734 - 39,997 78,831 65,896 66,948 118,828 132,844 8,224 9,777 38,607 355 9,645 24,163 56,608 34,163 Financial assets Available-for-sale financial assets Other investments Loans and receivables financial assets Receivables Cash and cash equivalents Financial liabilities Other financial liabilities Hire purchase payables Term loans Payables 150 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 36. FINANCIAL INSTRUMENTS (CONT’D) (d) Fair Values Of Financial Instruments The carrying amounts of the financial assets and financial liabilities reported in the financial statements approximated their fair values. The following summarises the methods used to determine the fair values of the financial instruments:(i) The financial assets and financial liabilities maturing within the next 12 months approximated their fair values due to the relatively short-term maturity of the financial instruments. (ii) The fair value of quoted investments is estimated based on their quoted market prices as at the reporting date. (iii) The carrying amounts of the term loans approximated their fair values as the fair values are determined by discounting the relevant cash flows using current interest rates for similar types of instruments. 37. COMPARATIVE FIGURES The following figures have been reclassified to conform with the adoption of the amendments to FRS 117 Leases as disclosed in Note 3(a)(iii) to the financial statements:- As Restated RM’000 As Previously Reported RM’000 91,409 - 86,465 4,944 Consolidated Statement of Financial Position Property, plant and equipment Prepaid land lease payments The Group has adopted the amendments to FRS 117 Leases pursuant to the Annual Improvements to FRSs (2009). The Group has reassessed and determined that the leasehold land of a subsidiary is in substance finance leases and has reclassified the leasehold land to property, plant and equipment. The change in accounting policy has been made retrospectively in accordance with the transitional provisions of the amendments. 151 SEG INTERNATIONAL BHD | Annual Report 2010 Notes to the Financial Statements (Continued) for the financial year ended 31 December 2010 38. SUPPLEMENTARY INFORMATION DISCLOSURE OF REALISED AND UNREALISED PROFITS/LOSSES The breakdown of the retained profits of the Group and of the Company as at the end of the reporting period into realised and unrealised profits/(losses) are presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants, as follows:The Group 2010 RM’000 The Company 2010 RM’000 82,552 (74) 57,311 1,557 82,478 58,868 1,108 - - Less: Consolidation adjustments 83,586 2,130 58,868 - At 31 December 85,716 58,868 Total retained profits - realised - unrealised Total share of retained profits of associate: - realised - unrealised 152 SEG INTERNATIONAL BHD | Annual Report 2010 Group Properties at 31 December 2010 No. Address Approximate Areas/Description Existing Use Tenure Approximate NBV as at Age of 31/12/2010 Building (RM’000) (years) Date of Revaluation/ Acquisition 4,515 sq ft land area with a 9-storey commercial building Education Centre Freehold 33 6,835 14/12/1993 Owned by Company 1 33-35 Jalan Hang Lekiu 50100 Kuala Lumpur Owned by Subsidiaries 2 211 Jalan Bukit Mata Kuching 93100 Kuching Sarawak 22,081 sq ft land area with 6-storey building Education Centre Leasehold Expiry date @ 13/08/2785 34 10,057 13/06/2001 3 South City Plaza Lot 3.09a, 3rd Floor Persiaran Serdang Perdana 43300 Seri Kembangan Selangor 21,986 sq ft built-up area of shoplot space Training Centre Leasehold Expiry date @ 09/11/2093 7 8,110 03/07/1998 4 South City Plaza Lot 3.09b, 3rd Floor Persiaran Serdang Perdana 43300 Seri Kembangan Selangor 15,482 sq ft built-up area of shoplot space Training Centre Leasehold Expiry date @ 09/11/2093 7 5,712 08/01/1999 5 Lot 1, Jalan Teknologi 2/1 Taman Sains Selangor 1 Kota Damansara, PJU 5 47810 Petaling Jaya Selangor 7.09 acres of land Buildings under construction Leasehold Expiry date @ 25/01/2104 - 25,118 12/01/2009 153 SEG INTERNATIONAL BHD | Annual Report 2010 Group Properties at 31 December 2010 No. Address Approximate Areas/Description Existing Use Tenure Approximate NBV as at Age of 31/12/2010 Building (RM’000) (years) Date of Revaluation/ Acquisition Owned by Subsidiaries (cont’d) 6 Unit No. A-PH-08 Pangsapuri Casa Subang Jalan Subang 1, USJ1 47600 Subang Jaya Selangor 1,555 sq ft built-up area of a service apartment Residential Freehold 3 526 19/10/2005 7 Unit No. A-PH-11 Pangsapuri Casa Subang Jalan Subang 1, USJ1 47600 Subang Jaya Selangor 1,555 sq ft built-up area of a service apartment Residential Freehold 3 476 19/10/2005 8 Unit No. B-23A-02 Pangsapuri Casa Subang Jalan Subang 1, USJ1 47600 Subang Jaya Selangor 1,062 sq ft built-up area of a service apartment Residential Freehold 3 266 19/10/2005 9 Unit No. B-23A-11 Pangsapuri Casa Subang Jalan Subang 1, USJ1 47600 Subang Jaya Selangor 1,062 sq ft built-up area of a service apartment Residential Freehold 3 263 19/10/2005 57,363 154 SEG INTERNATIONAL BHD | Annual Report 2010 Analysis of Shareholdings & Warrantholdings I. Analysis of shareholdings as at 22 March 2011 Authorised Share Capital Issued and Fully Paid-up Share Capital Class of securities Voting rights : : : : RM250,000,000 RM128,466,237* Ordinary shares of RM0.50 each Every member present in person or by proxy or represented by attorney shall have one vote and upon a poll, every such member shall have one vote for every share held *inclusive of 9,913,200 treasury shares Distribution Schedule of Shareholdings Size of shareholdings No. of shareholders % of shareholders No. of shares held % of issued capital 58 146 820 284 79 4 4.17 10.49 58.95 20.42 5.68 0.29 1,928 104,622 3,854,925 8,634,695 111,512,864 122,910,240 0.00 0.04 1.56 3.50 45.14 49.76 1,391 100.00 247,019,274 100.00 1 – 99 100 – 1,000 1,001 – 10,000 10,001 – 100,000 100,001 – less than 5% of issued shares 5% and above of issued shares TOTAL Substantial Shareholders as at 22 March 2011 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:- Name of Shareholders 1. 2. 3. 4. 5. Dato’ Sri Clement Hii Chii Kok Cerahsar Sdn Bhd Segmen Entiti Sdn Bhd Datuk Chee Hong Leong Datu Haji Putit Bin Matzen Direct 79,420,240 57,400,000 16,746,100 90,400 - No. of shares held % Indirect 32.15 23.24 6.78 0.04 - % ** 16.746,100 ## 57,400,000 6.78 23.24 No. of shares held % Indirect % Directors’ Shareholdings Name of Directors 1. 2. 3. 4. 5. 6. Dato’ Sri Clement Hii Chii Kok Hew Moi Lan Dato’ (Dr) Patrick Teoh Seng Foo Datuk Chee Hong Leong Datu Haji Putit Bin Matzen Tan Sri Dato’ Seri Megat Najmuddin Bin Dato’ Seri Dr Haji Megat Khas 7. Lee Kok Cheng 8. Amos Siew Boon Yeong 9. Foo San Kan 10. Goh Leng Chua Direct 79,420,240 232,400 172,780 90,400 - 32.15 - - 0.09 0.07 0.04 - ** 16.746,100 ## 57,400,000 6.78 23.24 831 - - - - ** Deemed interest by virtue of shares held by Segmen Entiti Sdn Bhd in which the Director is deemed to have an interest ## Deemed interest by virtue of shares held by Cerahsar Sdn Bhd in which the Director is deemed to have an interest - - 155 SEG INTERNATIONAL BHD | Annual Report 2010 Analysis of Shareholdings & Warrantholdings Thirty Largest Shareholders Name of shareholders 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 156 TA Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Cerahsar Sdn Bhd Kenanga Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Dato’ Sri Clement Hii Dato’ Sri Clement Hii RHB Capital Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Dato’ Sri Clement Hii TA Nominees (Asing) Sdn Bhd Pledged Securities Account for Narcussus Investments Limited TA Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Sinar Pavilion Sdn Bhd Kenanga Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Segmen Entiti Sdn Bhd Dato’ Sri Clement Hii Kenanga Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Rexter Capital Sdn Bhd JF Apex Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Hck Capital Sdn Bhd (Margin) Generasi Panduan Sdn Bhd Segmen Entiti Sdn Bhd Tasmuning Development Sdn Bhd Hck Capital Sdn Bhd Dato’ Sri Clement Hii JF Apex Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Best Revolution Sdn Bhd (Margin) Kenanga Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Hck Capital Sdn Bhd AMSEC Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Segmen Entiti Sdn Bhd Yee Shia Ming ECML Nominees (Tempatan) Sdn Bhd Perdana Technology Venture Sdn Bhd RHB Capital Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Teoh Seng Aun SBB Nominees (Tempatan) Sdn Bhd Yayasan Mohd Noah Dato’ Sri Clement Hii Mayban Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Hii Siew Hee RHB Capital Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Teoh Seng Kian HDM Nominees (Tempatan) Sdn Bhd UOB Kay Hian Pte Ltd for Hii Khim Tung CIMSEC Nominees (Tempatan) Sdn Bhd CIMB for Koay Hooi Gan HDM Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Tu Yieng Hoon CIMSEC Nominees (Tempatan) Sdn Bhd CIMB Bank for Tang Lee Hieh CIMSEC Nominees (Tempatan) Sdn Bhd CIMB Bank for RICKOH Corporation Sdn Bhd No. of shares % 57,400,000 23.24 25,337,102 10.26 22,892,318 17,280,820 9.27 7.00 12,040,000 4.87 11,760,000 4.76 9,501,000 3.85 9,000,000 5,856,368 3.64 2.37 5,508,120 2.23 4,402,200 4,300,000 4,300,000 3,500,000 3,410,000 3,263,200 1.78 1.74 1.74 1.42 1.38 1.32 3,238,800 1.31 2,945,100 1.19 2,415,000 1,564,080 0.98 0.63 1,535,920 0.62 1,512,000 0.61 1,500,000 1,478,400 0.61 0.60 1,105,604 0.45 994,600 0.40 912,240 0.37 788,000 0.32 781,000 0.32 771,000 0.31 SEG INTERNATIONAL BHD | Annual Report 2010 Analysis of Shareholdings & Warrantholdings II. Analysis of warrantholdings as at 22 March 2011 Warrants 2010/2015 Voting rights : : 117,257,097 outstanding Every warrantholder present in person or by proxy shall have one vote and upon a poll, every warrantholder shall have one vote for each warrant held in the meeting of the warrantholders. Distribution Schedule of Warrantholdings No. of warrantholders % of warrantholders No. of warrants held % of outstanding warrants 1 – 99 100 – 1,000 1,001 – 10,000 10,001 – 100,000 100,001 – less than 5% of issued shares 5% and above of issued shares 63 56 365 109 36 7 9.91 8.80 57.39 17.14 5.66 1.10 357 31,075 1,506,757 3,748,940 26,482,568 85,487,400 0.00 0.03 1.29 3.20 22.58 72.90 TOTAL 636 100.00 117,257,097 100.00 Size of warrantholdings Directors’ Warrantholdings Name of Directors 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Direct Dato’ Sri Clement Hii Chii Kok 38,091,800 Datuk Chee Hong Leong 290,500 Dato’ (Dr) Patrick Teoh Seng Foo 77,640 Datu Haji Putit Bin Matzen Tan Sri Dato’ Seri Megat Najmuddin Bin Dato’ Seri Dr Haji Megat Khas Lee Kok Cheng Hew Moi Lan Amos Siew Boon Yeong Foo San Kan Goh Leng Chua - No. of shares held % Indirect 32.49 0.25 0.07 - 336,000 @ 29,568,100 - + Deemed interest by virtue of warrants held by the spouse in which the Director is deemed to have an interest @ Deemed interest by virtue of warrants held by Cerahsar Sdn Bhd in which the Director is deemed to have an interest. + % 0.29 25.22 - 157 SEG INTERNATIONAL BHD | Annual Report 2010 Analysis of Shareholdings & Warrantholdings Thirty Largest Warrantholders Name of warrantholders 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 158 TA Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Cerahsar Sdn Bhd Dato’ Sri Clement Hii Dato’ Sri Clement Hii Dato’ Sri Clement Hii Hck Capital Sdn Bhd TA Nominees (Asing) Sdn Bhd Pledged Securities Account for Narcussus Investments Limited TA Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Sinar Pavilion Sdn Bhd Generasi Panduan Sdn Bhd SEGi Placement Services Sdn Bhd JF Apex Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Hck Capital Sdn Bhd Mayban Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Hii Siew Hee RHB Capital Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Teoh Seng Aun AMSEC Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Tasmuning Development Sdn Bhd CIMSEC Nominees (Tempatan) Sdn Bhd CIMB Bank for Tang Lee Hieh Yee Shia Ming RHB Capital Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Dato’ Sri Clement Hii SBB Nominees (Tempatan) Sdn Bhd Yayasan Mohd Noah CIMSEC Nominees (Tempatan) Sdn Bhd CIMB for Koay Hooi Gan Tu Yieng Hoon Diong Tak Chong @ Tiong Tak Chong RHB Capital Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Teoh Seng Kian Chui Yue Poh RHB Capital Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Chee Hong Leong Kee Ju-Hun Chee Kok Chan RICKOH Corporation Sdn Bhd Mayban Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Hii Kim Sing Mayban Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Tan Kim Seng CIMSEC Nominees (Tempatan) Sdn Bhd CIMB Bank for RICKOH Corporation Sdn Bhd Andrew Chew Hock Chuan No. of warrants % 29,568,100 25.22 20,102,900 10,000,000 6,973,700 6,583,100 6,201,900 17.14 8.53 5.95 5.61 5.29 6,057,700 5.17 5,461,300 3,050,000 2,708,700 4.66 2.60 2.31 2,393,500 2.04 1,408,760 1.20 1,406,100 1.20 1,402,600 1.20 1,350,000 1,015,200 1.15 0.87 756,000 0.64 460,000 0.39 411,400 408,200 365,368 0.35 0.35 0.31 336,000 290,500 0.29 0.25 285,740 254,000 240,000 229,700 0.24 0.22 0.20 0.20 210,000 0.18 209,000 0.18 200,000 0.17 Proxy Form 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 Twenty-Fifth Annual General Meeting of the Company to be held at Level 2, Right Wing, SEGi University College, No. 9, Jalan Teknologi, Taman Sains Selangor, Kota Damansara, PJU 5, 47810 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 4 May 2011 at 10.30 a.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”: ORDINARY RESOLUTIONS FOR 1. Adoption of the Audited Financial Statements and Reports. 2. Declaration of a first and final single tier dividend of 7.0 sen per ordinary share. 3. Approval of the payment of Directors’ fees. 4. Re-election of Dato’ (Dr) Patrick Teoh Seng Foo in accordance with Article 86 of the Company’s Articles of Association. 5. Re-election of Dato’ Sri Clement Hii Chii Kok in accordance with Article 86 of the Company’s Articles of Association. 6. Re-election of Lee Kok Cheng in accordance with Article 86 of the Company’s Articles of Association. 7. Election of Datuk Chee Hong Leong in accordance with Article 93 of the Company’s Articles of Association. 8. Re-appointment of Messrs Crowe Horwath as Auditors and to authorise the Directors to fix their remuneration. 9. Authority pursuant to Section 132D of the Companies Act, 1965 for Directors to issue shares. AGAINST 10. Proposed Renewal of Share Buy-Back. Dated this _______________ day of __________________________ 2011 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 duly executed and deposited at the Registered Office of the Company at 6th Floor, SEGi University College, No. 9, Jalan Teknologi, Taman Sains Selangor, Kota Damansara, PJU 5, 47810 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time for holding the Meeting or adjourned meeting. Fold this flap for sealing 1st fold here STAMP SEG International Bhd 6th Floor, SEGi University College, No. 9, Jalan Teknologi, Taman Sains Selangor, Kota Damansara, PJU 5, 47810 Petaling Jaya, Selangor Darul Ehsan. 2nd fold here No. 9, Jalan Teknologi Taman Sains Selangor Kota Damansara, PJU 5 47810 Petaling Jaya Selangor Toll : Tel : Fax : 1800-88-7344 +603 6145 1777 +603 6145 1666 www.segi.edu.my