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2002 annual report

SEG INTERNATIONAL BHD

10th Floor, Menara Summit, Persiaran Kewajipan USJ1,

47600 UEP Subang Jaya, Selangor Darul Ehsan

Tel: 03-80265888 Fax: 03-80265999

www.segi.edu.my

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SEGi Education NetworkSEGi Education NetworkNorthern RegionSystematic College, Penang33C, Lebuh Pantai, Elceetee Building10300 Penangtel (604) 262 8127 fax (604) 262 [email protected]

PRIME College, Bukit MertajamG45, The Summit,BM Plaza, Level 8, Wisma SummitNo. 566, Jalan Arumugam Pilai 14000 Bukit MertajamPenangtel (604) 537 0020 fax (604)537 [email protected]

PRIME Training & Development Centre, Alor Star17-18, Jalan Tengah 05100 Alor SetarKedah Darul Amantel (604) 733 9199 fax (604) 732 [email protected]

Central RegionSystematic College, Kuala LumpurBangunan Systematic, 33-35, Jalan Hang Lekiu50100 Kuala Lumpurtel (603) 2070 2078 fax (603) 2034 [email protected]

Systematic College, Petaling Jaya10, Jalan SS2/61, 47300 Petaling JayaSelangor Darul Ehsantel (603) 7875 7118 fax (603)7874 [email protected]

Systematic Institute of IT, Kuala Lumpur14-20, Grd Floor, Luen Heng BuildingJalan Hang Lekir50000 Kuala Lumpurtel (603) 2072 2536 fax (603) 2072 4382siit@systematic .edu.my

Systematic Secretarial Centre, Kuala Lumpur14-20, Grd Floor, Luen Heng BuildingJalan Hang Lekir50000 Kuala Lumpurtel (603) 2070 1406 fax (603) 2072 5468ssc@systematic .edu.my

Institut Systematic, Klang14-22, Jalan Kepayang Off Jalan Meru41050 KlangSelangor Darul Ehsantel (603) 3342 2655 fax (603) 3342 [email protected]

PRIME College, USJ4th Floor, The Summit, Persiaran Kewajipan USJ 147600 UEP Subang JayaSelangor Darul Ehsantel (603) 8600 1888 fax (03) 8600 [email protected]

MSC International College, USJ3rd Floor The Summit Persiaran Kewajipan USJ 147600 UEP Subang JayaSelangor Darul Ehsantel (603) 8600 1888 fax (603) 8600 [email protected]

Pusat Makmur4th Floor, 14-22,Jalan Kepayang Off Jalan Meru,41050, KlangSelangor Darul Ehsantel (603) 3342 6555 fax (603) 3343 [email protected]

Summit International College, USJ3rd Floor The Summit Persiaran Kewajipan USJ 147600 UEP Subang JayaSelangor Darul Ehsantel (603) 8600 1888 fax (603) 8600 [email protected]

Systematic Management Resource Centre, USJ4th Floor The Summit Persiaran Kewajipan USJ 147600 UEP Subang JayaSelangor Darul Ehsantel (603) 8023 2616 fax (603) 8023 [email protected]

IFPA Resources, USJ4th Floor The Summit Persiaran Kewajipan USJ 147600 UEP Subang JayaSelangor Darul Ehsantel (603) 8023 5911 fax (603) 8023 [email protected]

SBT Professional Publications, USJ10th Floor, Menara SummitPersiaran Kewajipan USJ 1 47600 UEP Subang JayaSelangor Darul Ehsantel (603) 8026 5888 fax (603) 8026 [email protected]

East MalaysiaInstitut Systematic, Kuching15, Block B, King’s Centre Jalan Simpang 393350 KuchingSarawaktel (082) 577 588 fax (082) 458 607/576 [email protected]

IBMS College, Kuching211 Jalan Bukit Mata Kuching93100 KuchingSarawaktel (6082) 252 566 fax (6082) 231 [email protected]

PRIME College, MiriLot 2842 Lorong 8 Jalan Jee FohKrokop 98000 MiriSarawaktel (6085) 439 082/079 fax (6085) 439 [email protected]

IBMS Training & Development Centre, Kuching211 Jalan Mata Kuching93100 KuchingSarawaktel (082) 256 625 fax (082) 231 355

Systematic Training Centre, SerianLot 279-280 Bangunan Bulan Sabit MerahBlok 15, Bukar SadongLand District94700 KuchingSarawaktel (6082) 872 688 fax (6082) 448 607

Southern RegionSystematic College, Johor BahruLevel 32, Mail Box 230, Menara Landmark12 Jalan Ngee Heng80000 Johor BahruJohortel (607) 224 4622/223 1872 fax (607) 223 [email protected]

The SEG International Bhd Group is committed to the pursuit of excellence in education that leads to productive careers to meet the needs of Malaysia and the global economy, and to the encouragement of intellectual integrity and social responsibility.

• To provide highly recognised academic programmes, effectively delivered to students from diverse social cultural backgrounds.

• To operate as a cost effective independent provider of higher education through conscientious

efforts to maintain reasonable profitability to sustain growth.

• To enable access to high quality, reasonably priced tertiary education for all levels of society.

• To encourage students to develop an attitude of critical enquiry, and to promote the desire for lifelong learning.

• To maintain stringent assessment standards as expected by professional and public bodies to ensure that graduates are competent and highly regarded in the workplace.

• To provide a stimulating environment and a complete learning experience for our students.

• To liaise and cooperate with industrial, professional, governmental and social sectors for the advancement of knowledge and professional standards.

• To contribute to the realisation of our leaders’ aspiration and achievements of the nation’s social and economic objectives and to encourage cultural understanding and sensitivity within the Malaysian society.

• To be sensitive to staff needs and to provide ample opportunity to upgrade themselves be it pedagogical or administration.

• To conduct its affairs with efficiency and in a manner which gives prominence to educational, social and financial responsibilities.

Mission

Vision• To be innovative, broad-based and service driven.

• To be highly regarded for excellence in teaching.

• To provide students with recognised and influential qualifications.

• To be sensitive and responsive to national and community needs.

• To contribute significantly to make Malaysia a centre of educational excellence.

Introduction 3

Notice of Annual General Meeting 4

Statement Accompanying Notice of Annual General Meeting 5

Corporate Information 7

Chairman’s Statement 9

President’s Message 13

CEO’s Insight 17

Directors’ Profile 21

Members of the Audit Committee 26

Senior Management Team 28

Partner Universities 33

Partner Professional Bodies 40

Systematic Group of Colleges 44

PRIME Group of Colleges 46

Panoramic View of SEGi’s Strengths and Spread in 2002 48

Calendar of Events 52

SEGi Education Programmes 54

Corporate Governance Statement 58

Audit Committee Report 65

Statement on Internal Control 70

Financial Highlights 2002 72

Financial Statements 2002 74

Group Properties 113

Analysis of Shareholdings 115

Form of Proxy 119

SEGi Education Network Inside Back Cover

Contents

“The price of ignorance is far greater

than cost of an education”

Anon

PRIVATE EDUCATION is a vital sector of our economy. To ensure that Malaysia continues to

remain competitive in the international arena, young people, as well as working adults, need to be

equipped with knowledge and skills, which can both be acquired in a life-long learning process.

With greater emphasis placed by the Government to turn Malaysia into a regional centre of

educational excellence under the Eighth Malaysian Plan, players like SEG International Bhd (SEGi),

with its 14 colleges and 6 training centres, will continue to soar to greater heights in the years

ahead. There are already plans to build a flagship campus each in the Klang Valley and Kuching,

and to extend partnerships to institutions of higher learning in our target markets, besides

intensifying its recruiment of international students to physically live and study in Malaysia. The

general outlook for the education industry for the next ten years is still very promising, and SEGi

wants to be a leader in this growth sector of the Malaysian economy.

Knowledge may be outdated with the passing of time, but the education industry will never

become obsolete. In a rapidly changing world, the demand for further education increases and

more adult Malaysians are going back to school, where the pursuit of postgraduate degrees offer

better job opportunities, where once having a qualification at the undergraduate level would

suffice.

As a result of last year’s consolidation exercise, our shareholders can have greater confidence

in SEGi, as it continues to improve on its operational efficiency and develop partnerships with

more foreign universities to offer a wider range of programmes. As a result of several agreements

signed in the financial year of 2002, we are now in a position to recruit students for both

undergraduate and postgraduate programmes. We have seen a major shift from offering only

professional programmes back in 1977, when the first Systematic College was established in

Kuala Lumpur, to undergraduate and postgraduate programmes, 25 years later. Last year’s 25th

Anniversary celebration was a significant event for SEGi, which saw the official adoption of a new

name and a new logo, to reflect the acquisition of PRIME Group of Colleges into the Group.

In the near future, we will anticipate the education industry as a whole undergoing further

consolidation and rationalisation. The smaller players may not find it easy to survive. They might

have to merge with bigger and more established institutions of higher learning, and it is our

vision and dream to see SEGi Group of Colleges remain in the forefront.

There will inevitably be new and emerging players, who will come up with new ideas in an

attempt to get a slice of the cake. SEGi, in responding to the competition, believes it will remain

a strong player by continuing to deliver what is being promised to students. For us, it is Quality

Education Within Reach.

Introduction SEG

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NOTICE IS HEREBY GIVEN that the Seventeenth Annual General Meeting of SEG International Bhd. (“the Company”) will be held at Room Pahlawan 1, Level 5, The Summit Hotel, Subang USJ, Persiaran Kewajipan USJ1, 47600 UEP Subang Jaya, Selangor Darul Ehsan on Wednesday, 25 June 2003 at 3.00 p.m. in order:-

1. To receive and adopt the audited Financial Statements for the year ended 31 December 2002 and the Directors’ and Auditors’ Reports thereon.

2. To declare a final dividend of 7% less tax for the year ended 31 December 2002 as recommended by the Directors in their Report.

3. To approve the Directors’ fees of RM190,000 to be divided amongst the Directors in such manner as the Directors may determine.

4. To re-elect the following Directors retiring in accordance with the Company’s Articles of Association:-

(a) Mr Kee Lian Yong

(b) YBhg Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas

(c) YBhg Dato’ Pahamin A. Rajab

(d) YBhg Datin Fadzilah Bte Saad

5. To re-elect YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub as Director pursuant to Section 129 of the Companies Act, 1965.

6. To re-appoint Messrs KPMG as Auditors of the Company and authorise the Directors to fix their remuneration.

7. As special business, to consider and, if thought fit, pass the following motion:-

Ordinary Resolution

- Authority to Directors to Issue Shares

“That pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby empowered to issue shares in the Company, at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares issued pursuant to this resolution in any one financial year does not exceed 10% of the issued capital of the Company for the time being and that the Directors be and are also empowered to obtain approval for the listing and quotation for the additional shares so issued on the Kuala Lumpur Stock Exchange and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”

8. To consider any other business of which due notice shall have been given.

FURTHER NOTICE IS HEREBY GIVEN that a depositor shall qualify for entitlement to the final dividend only in respect of:-

a) securities transferred into the depositor’s securities account before 4.00 p.m. on 14 July 2003 in respect of ordinary transfers; and

b) securities bought on the Kuala Lumpur Stock Exchange (“KLSE”) on a cum entitlement basis according to the Rules of the KLSE.

By Order of the Board

LYSIA LIM YEW NEE

Secretary

Subang Jaya, Selangor

3 June 2003

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 10th Floor, Menara Summit, Persiaran Kewajipan USJ1, 47600 UEP Subang Jaya, Selangor Darul Ehsan not less than 48 hours before the time and date of the meeting or adjourned meeting.

3. Explanatory note to special business

- Ordinary resolution on authority to directors to issue shares

The Ordinary Resolution, if passed, will give authority to the Directors of the Company to issue ordinary shares of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.

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(Pursuant to paragraph 8.28 (2) of the Listing Requirements of the Kuala Lumpur Stock Exchange)

1. Directors who are standing for re-election at the Seventeenth Annual General Meeting of the Company

Pursuant to Article 86 of the Company’s Articles of Association



Pursuant to Article 93 of the Company’s Articles of Association

(a) YBhg Dato’ Pahamin A. Rajab

(b) YBhg Datin Fadzilah Bte Saad

Pursuant to Article 129 of the Company’s Act, 1965

YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub

2. Details of attendance of Directors at Board Meetings

There were six (6) Board meetings held during the financial year ended 31 December 2002. Details of attendance of the Directors are set out in the Corporate Governance Statement appearing on pages 58 to 59 of the Annual Report.

3. Place, Date and Time of the Seventeenth Annual General Meeting

The Seventeenth Annual General Meeting of the Company will be held at Room Pahlawan 1, Level 5, The Summit Hotel, Subang USJ, Persiaran Kewajipan USJ1, 47600 UEP Subang Jaya, Selangor Darul Ehsan on Wednesday, 25 June 2003 at 3.00 p.m.

4. Further details of Directors who are standing for re-election

Details of Directors who are standing for re-election are set out in the Directors’ Profile appearing on pages 21 to 26 of the Annual Report.

Statement Accompanying Notice Of Annual General Meeting

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“Leadership, like swimming, cannot be

learned by reading about it”

Henry Mintzberg


BOARD OF DIRECTORS

YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub (Chairman)

Dr Patrick Teoh Seng Foo (President)

Mr Clement Hii Chii Kok (Chief Executive Officer/Executive Director)

Mr Kee Lian Yong (Executive Director)

YBhg Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas

YBhg Dato’ Pahamin A. Rajab

YBhg Datin Fadzilah Bte Saad

Mr Amos Siew Boon Yeong

Mr Simon Hue Fook Chuan

Tuan Haji Mohd Razi bin Yaacob (Alternate Director to YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub)

COMPANY SECRETARY

Ms Lysia Lim Yew Nee (MAICSA 7006382)

REGISTERED OFFICE

10th Floor, Menara Summit,

Persiaran Kewajipan USJ1,

47600 UEP Subang Jaya

Selangor Darul Ehsan

Tel: 03-80265888

Fax: 03-80265999

WEBSITE

www.segi.edu.my

STOCK EXCHANGE LISTING

Kuala Lumpur Stock Exchange,

Second Board

Corporate Information

AUDITORS

KPMG

Wisma KPMG, Jalan Dungun,

Damansara Heights

50490 Kuala Lumpur

REGISTRAR

Signet Share Registration Service Sdn Bhd

11th Floor, Tower Block

Kompleks Antarabangsa

Jalan Sultan Ismail

50250 Kuala Lumpur

Tel : 03-2145 4337

Fax : 03-2142 1353

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Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub


Chairman’s Statement

On behalf of the Board of Directors, I am pleased to

present the Annual Report and Financial Statements of SEG

International Bhd (SEGi) Group and Company for the year

ended 31 December 2002.

Group Performance

The Group achieved yet another year of very encouraging

results for 2002. Revenue for the Group increased by 44% to

RM 80.6 million for 2002, compared to revenue of RM 55.9

million in 2001. The Group recorded a pre-tax profit of RM

12.8 million for 2002, compared to a pre-tax profit of RM

11.2 million in 2001 after taking into account an exceptional

item in that year amounting to RM 3.2 million. The pre-tax

profit of 2002 represents a remarkable increase of 60% over

the pre-tax profit before considering the exceptional item in

the previous year.

SEGi Group’s strong performance is attributable to the

continued confidence shown by our students and university

partners in the Group’s colleges and centres. The student

intake numbers have grown significantly during the year

under review. New facilities and centres were set up to

accommodate the increasing number of students in the Group

and to further expand the business.

New university partners have joined the collaboration tie-up

with the Group during the year, thus increasing the number

of programmes offered by the Group’s colleges and centres.

The response to the new programmes offered

has been encouraging.

Dividends

The Board of Directors is recommending a final dividend

of 7 sen per share less tax for the financial year ended 31

December 2002, subject to the approval of the shareholders

at the Annual General Meeting. In 2002, 6 sen per share less

tax was paid out to the shareholders as the final dividend for

the previous financial year.

Operational Review

The year under review was an exciting year for the Group.

SEGi Group celebrated its 25th anniversary, capping our

milestones as a highly responsive educational provider with

its name change and new logo.

This was also in line with the successful completion of the

merger and acquisition of the various colleges and centres

under PRIME Group. Although the acquisition was completed

in 2001, the synergistic benefits from the merger became

evident in 2002. With many merger issues being sorted out

and streamlined, the capabilities and capacities of the Group

colleges and centres are now enlarged and capitalised on.

SEGi Group’s strong performance is

attributable to the continued confidence

shown by our students and university

partners in the Group’s colleges and centres.

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Chairman’s Statement

Our colleges and centres are now aligned under two group of

colleges and training centres, namely the Systematic Group

and the PRIME Group. Both these groups will now exert

greater presence in the private education sector through more

aggressive yet focused marketing programmes that capitalise

on their own individual strengths.

SEGi has also tied up with numerous Australian university

partners during the year, namely University of Newcastle,

University of the Sunshine Coast, James Cook University and

Edith Cowan University, to offer programmes of these

universities. The new courses, in addition to the other

existing programmes, will open up the field of options for

those deciding on obtaining quality qualifications from these

top-notch institutions.

SEGi Group is committed to provide our students with quality

education together with a conducive environment and good

facilities for studies. The Group spent over RM 9 million

during the year to upgrade the facilities and equipment,

and expand the physical infrastructure of our colleges and

centres. Besides the upgrading of facilities, the Group set up

four additional training centres in Klang, Alor Star, Kuching

and Serian during the year. These centres will cater for the

increasing demand for training and self development courses

and are mainly located in smaller towns to make education and

training more readily available to the residents in these areas.

SEGi confidently benchmarked its organisational milestone

in the later half of 2002 when its Central Examinations

Department attained the ISO 9001:2000 certification. The

management system evaluation certification by a US-based

body reflects SEGi’s commitment to maintain stringent

academic standards across the board in all our campuses.

SEGi also launched a web-CT online support platform, to

give our students online access of the study materials and

also to complement their face-to-face learning experiences.

Future Outlook

It has been our mission to deliver academic programmes

effectively to students from diverse social and cultural

backgrounds. To look ahead in what seems to be an

economically unsettled year, we will focus on the

current scenario while taking account of our long-term

sustainability.

SEGi’s strategy is in managing the centres with optimum

efficiency and cost, while setting about to secure a

realistic share of the local students’ market. Both the

bigger campuses and the individual training centres will be

expected to perform in ways which underpin our serious

social and educational responsibilities, such as working

closer with industrial, governmental and professional

sectors.

“SEGi Group is committed to provide

our students with quality education

together with a conducive environment

and good facilities for studies”

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We will respond to the increasing local demand for

recognised professional and academic qualifications through

the new programme choices we now offer. Traditionally,

we have been depending on the eminent SEGi alumni’s

achievements to bring us greater exposure and new students.

This year will find us strengthening our commitment on

three areas: skills training for the employment market, local

competitional strategies and expansion of joint venture

partnerships in regional overseas markets, all which will

help us achieve our goal of improving our overall financial

performance, as we continue equipping students with sound

educational foundation for their careers and lives.

Appreciation

On behalf of the Board, I wish to express my appreciation to

the shareholders, business associates, bankers and relevant

authorities for their continued support and confidence

in the Group. My appreciation is also extended to the

management and staff of the Group for their commitment

and contributions towards the Group’s achievements during

the year.

I wish also to express my grateful thanks to my fellow

directors of the Board for their invaluable service and support

to the Group.

I am pleased to welcome Dato’ Pahamin A. Rajab and Datin

Fadzilah bte Saad who have joined us as members of the

Board of Directors.

My sincere thanks and appreciation also to Tan Sri Dato’

(Dr) Abdullah bin Mohd Salleh and Dato’ Shamsir bin Omar

who have retired from the Board, for their invaluable

contributions during their tenure as Directors of the

Company.


Chairman

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Dr Patrick Teoh Seng Foo


President’s Message

Last year, SEG International Bhd joyfully chalked up 25 years

of walking the milestones together with our students. The

Silver Jubilee marked a quarter of a century of providing

quality education to thousands of students, many who

have used their foundation obtained at our colleges and

institutions to build on higher personal goals.

As we now enter into an era of remarkably abundant

educational opportunities for the different market sectors,

the future of Malaysian students looks remarkably bright.

The ever-growing demand for tertiary education is evident

in terms of figures – the Education Ministry found that the

number of Malaysian school leavers who entered higher

education leaped from 13% to 24% in the last 5 years. It

is clear that our industry has expanded in tandem with

the vision of bringing to fruition Asia’s transition from

developing to developed status.

SEGi is similarly driven with its corporate mission of

expanding its reach in the field of higher education in an

increasingly-liberalised economy. Part of our vision is to see

that our investment strategy such as upgrading or setting

up of infrastructure to teach is accompanied by our concern

to produce highly credible, initiative-driven, technically-

competent and socially-aware graduates.

Our Group is privileged indeed to have the widest reach of

all private educational establishments in our country, both

in the peninsula and East Malaysia. Our spread is one of

our strengths that provide SEG International an excellent

platform to build a solid and eminent corporate foundation

of national and global standing.

Our locations are by design, with campuses in the Klang

Valley, Penang, Johor Bahru, Alor Star, Bukit Mertajam,

Kuching and Miri, and the SEGi Group forms a synergistic

network of institutions, connected with the purpose and

intent of meeting the growing local demand for skilled

workers in a globalised workplace.

In 2003, we will continue sparing no expense to lock in with

our vision of meeting our students’ needs. Further education

now being an essential component of career advancement,

the Group looks forward to expand its postgraduate division

by offering prestigious programmes for the adult learners’

market segment.

“Our spread is one of our strengths that

provide SEG International an excellent platform

to build a solid and eminent corporate

foundation of national and global standing.”

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Recognising this niche, a Centre of Continuing Education

was set up with the objective of promoting education

for the working sector, offering the means of obtaining

recognised programmes such as the Master of Business

Administration (MBA) via links with internationally-

renowned universities and institutions. Along with

conferences, seminars, talks, and other courses, the Centre

will optimise resources – intellectually and financially

– to make SEGi a preferred choice for those serious about

lifelong education. The Centre will also further strengthen

our institutionalised vision – of enabling access to quality,

reasonably-priced higher education across the spectrum of

learning needs.

Any college can be set up to teach, but at SEGi, our finger

is firmly on the pulse of students’ specialised requirements

such as occupational skills training, which provides college

leavers with marketable skills tailored specially to secure

them good jobs in their respective fields of employment.

In line with this, we are making vocational courses

another springboard to career advancement, with the

newly-set up Centre of Vocational Training. It will focus

on the promotion and marketing of occupational skills

programmes in all of our colleges and training centres,

while fostering closer relations with government bodies

including the Human Resource Ministry, Majlis Latihan

Vokasional Kebangsaan (MLVK), as well as the Perbadanan

Tabung Pendidikan Tinggi Negara (PTPTN).

As for SEGi’s regional outlook, we will be laying equal

stress on developing the ready education markets in

President’s Message


countries like China; while strategically opening up the

markets that require careful yet creative resources, as in

Indonesia. The groundwork is being dug to set up a wholly

privately-owned institution in Indonesia, where the demand

for educational expertise and services is on the rise. We will

continue to employ qualified consultants from the industry,

whose work is to bring our expansion goals to fruition

and who will effectively advance and communicate SEGi’s

educational opportunities to the newly globalised Asian

countries.

We now have a current enrolment of about 17,000 at our

colleges, including a healthy population of international

students at our West Malaysian centres. SEG International

will strive to continue providing these students not with

an encounter with a standard curriculum, but to fulfil their

inquiring minds with a sense of intellectual purpose, national

culture and societal values, to produce an energetic new

generation of knowledgeable, well-trained and well-prepared

citizens of the world.

As the 19th century poet and author Ralph Waldo Emerson

puts it: “The things we teach in schools and colleges are not

an education, but the means of education”.


President

SEGi is similarly driven with its

corporate mission of expanding

its reach in the field of higher

education in an increasingly-

liberalised economy

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Clement Hii Chii Kok


CEO’s InsightClement Hii, as a hands-on CEO, has the insight on the

strategies and operations of SEGi. He talked to the STAR

on the plans and direction for the Group. This is an

extract of the published article.

How is SEGi different from the other large education

groups?

We’re confident our reach is wider. We have 14 colleges and

six training centres across Malaysia. That means we’re going

to places where the other big players are not going.

We don’t see education as something to offer only in places

with large populations. We are in places such as Bukit

Mertajam, Miri, Alor Star and even Serian, a small town near

Kuching.

The second major difference is that our range extends from

low-margin professional courses to internal diplomas to

undergraduate and postgraduate programmes. Our range is

much wider. We have over 100 different programmes in the

group.

Another difference is that within the group, we have

colleges specialising in different areas. For example, MSC

International College specialises in creative arts. We have

the Systematic Secretarial Centre, which offers secretarial

courses. The Systematic Institute of Information Technology

is in IT education.

These are strong factors that should make us stand out now

and in the immediate future.

Why this strategy?

The company must deliver what it promises. It has to strike

a fine balance between business and social responsibilities.

It’s not just about making money. It’s about educating the

younger generation and also educating adults. That’s why

we go to places where the others don’t. That’s why we offer

low-margin courses.

So what do you tell shareholders?

We believe that by laying the groundwork in these places

and areas of education, we’re building goodwill for the

group as a whole. It’s something intangible, but it’s

essential in the long run. We’re reaching out to a wider

segment of the market.

The government wants education to be made available to as

many people as possible, and we agree with this. That’s one

reason why we also offer vocational training.

How do you do branding for your colleges and products?

Our competitors’ growth has been mostly organic. It’s easier

to grow that way. SEGi has gone through a few mergers

and acquisitions, and these require the integration of

different work policies and cultures. Even the same types of

programmes may involve different partner universities.

Since Kumpulan Emas Bhd’s reverse takeover of SEGi in

February last year, we have spent a lot of time streamlining

the organisation. I believe we’ve done a good job.

But we also bear in mind that there are courses and

branches that are not as profitable, for example. We still feel

we have a responsibility (to maintain these operations). The

fact that we have a foothold in these places (smaller towns)

put us in good stead when it’s time to grow big. We’ll be

well-placed to soar.

Having 20 campuses and centres is not a piece of cake.

However, in the long run, we’re positioned to take

advantage of our spread.

SEGi differentiates itself by catering to as many market

segments as possible. For example, we’re now launching our

online programmes. And we’re going into adult education in

a big way.

Since I became CEO, I’ve told our people that we must try

to have our products and services to be within reach of as

wide an audience as possible.

Our branding strategy is to have each of our colleges keep

its own identity. It’s all very tempting to create one brand

for the whole group, but it may not work. We want to

maintain as wide an audience as possible, and that means

have a separate identity where apropriate.

How do you get people to sign up for courses?

It’s about creating perception. We want to tell people that

we provide quality education within their reach. Our student

population has increased from about 12,000 early this year

to some 17,000 now. This means we’re doing fairly well in

raising the enrolment numbers for our existing courses as

well as in tapping into new market segments.

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What will be your areas of growth?

SEGi has been concentrating on business and professional

courses, mostly through the Systematic colleges. We have

done fairly well in that area and I see that as an advantage.

That leaves us with a lot of new growth areas to explore.

One is adult education. There is a growing demand for

courses that offer flexible class hours and payment

schemes.

We are also going into the overseas market in a big way. Our

foreign student population has gone up to 2,000. It could

be better, of course, and we’re working on it.

We’re linking up with foreign universities in China and

Indonesia in twinning arrangements whereby the students

there can come to Malaysia for the third or final year.

We’re working on establishing franchise branches. The idea

is to export our IP (intellectual property) to partners in

China and Indonesia and other countries, where they can do

full programmes there. But it’s important that we control

the quality of the courses.

Our strong selling point is our assessment methods. Our

examination department, for example, is a stand-alone.

It recently received the ISO 9001:2000 certification.

Other colleges usually have their entire systems certified;

we choose to zero in on our examination department.

The quality of assessment forms the heartbeat of our

institutions.

We’ve been putting our programmes online. Being online

provides two aspects. For our existing students, it gives

added value. It is the way to go. It complements the

traditional channels. The online programmes are also

valuable as a standalone business.

Another growth area is vocational training. Most of our

centres are approved by the National Vocational Training

Council. We have about 2,500 vocational students in

areas such as sales and marketing, hospitality, information

technology and technical services.

This (providing vocational education) is very important.

There are people out there who are not aware of

opportunities to acquire these skills. And there’s a great

demand.

We’re tapping into the Bumiputera market. For example,

most of our vocational students are Bumiputeras. The

National Higher Education Fund offers opportunities

for people to enrol in a variety of courses. We provide

flexibility to students who’re applying for loans under the

fund. They can come in and start studying first, instead of

waiting for their loan applications to be approved. These

students would not have come to us if we were not flexible.

How do you reconcile the profit motive and social

responsibility?

Our shareholders should have confidence in us. In the long

run, our policy of meeting social obligations is good for

the community and us. It’s a very competitive business. We

have to be innovative and willing to take calculated risks.

I strongly believe you can be profitable while doing good

work along the way.

CEO’s Insight

...education can be a numbers game,

but it’s also about being part of the

community...

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Is there a risk of SEGi top management spreading itself too

thin?

Education is a business of confidence. It’s a business

about people, not just infrastructure. We have the right

people in place. They have the expertise. Each college

head is responsible for the unit’s P&L. We at the corporate

headquarters provide the strategies, monitor the progress and

ensure the group’s objectives are met.

What do you think of the government involvement in private

education?

Private education is booming because there is a demand.

When the government cannot fulfil this demand, the private

sector has stepped in to fill the gap. The government has

been very supportive all along. The players have taken their

cue from the government’s intention to make Malaysia a

regional centre of excellence for education. The future bodes

well for private higher education.

The authorities are encouraging the growth of private

education. At the same time, they need to monitor the

developments. I think the government is doing a lot in

promoting and encouraging foreign students to come here.

The recent moves to shut down unlicensed educational

institutions are long overdue. It shows that only serious

players should be in the game.

What about the recent Affin loan?

We don’t have a purpose-built campus. Most of our centres

are in shop lots because these are in good, convenient

locations. But we’re now looking at building campuses in the

Klang Valley and Kuching. We want to show our commitment

to the education industry and to fulfilling our students’

needs.

We’re prepared to invest substantially in the campuses to

cater for fulltime students who may want more facilities. The

Affin loan will go to part financing the campuses as well as

reducing our gearing.

What is the outlook for the industry?

The industry will go through some consolidation and

rationalisation. The smaller players may not find it easy to

survive. At the same time, I believe there’ll be new players.

They’ll come up with new ideas to get a slice of the cake.

There’s nothing for us to fear as long as we deliver on what

we promise. I should worry first about what’s growing in my

garden rather than what’s in my neighbour’s garden.

The Education Ministry is still giving licences to small

players. This indicates that even the small players have a role

to play. Students go to these institutions because of their

locations or because they offer what the bigger players don’t.

SEGi wants to invest in new campuses. We want to put the

money where our mouth is.

Yes, education can be a numbers game, but it’s also about

being part of the community. That’s why we organise

community projects, offer scholarships and conduct free

seminars, for example. This is part of our strength. And we

can do this because we are in a lot of places that the others

are not.

Reprinted with permissionThe Star BizWeek December 14, 2002

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“A good leader does not always lead,

he teaches others to lead”Anon

Directors’ Profile

Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub, aged 77, was appointed to the Board on 4 December 1996. He was appointed

Chairman of the Board of Directors on 8 September 1997. He graduated with an honours degree in 1953 from Raffles College,

Singapore which later became part of the University of Malaya, Singapore. He joined the Malayan Civil Service (later known as

Perkhidmatan Tadbir dan Diplomatik) in 1954 and served in various Ministries, the longest being in the Treasury for 15 years. He

became the Director-General of the Public Service Department from 1972 to 1974, Secretary General of the Treasury, from 1974

to 1978 and the Chief Secretary to the Government in 1979 and retired from Government service in early 1981. He was appointed

Chairman of the Public Service Tribunal in 1982, the post he held until 1991.

He was the Chairman of the National Electricity Board from 1979 to 1981, Chairman of the Employees’ Provident Fund from 1974

to 1978, Chairman of Syarikat Perumahan Pegawai Kerajaan and director of several Government bodies and companies such as

PERNAS, Malaysia Nasional Insurance Berhad and various State Economic Development Corporations.

At present, he is also the Chairman of Koperasi Pegawai-pegawai Melayu Malaysia Berhad (“MOCCIS”) and a Director of Johor

Corporation. His involvement in social activities includes his current position as President of the Pensioners Association of

Malaysia, Director of Lembaga Bersekutu Pemegang Amanah Pengajian Tinggi Islam Malaysia and a director of the Neurosurgical

Foundation. He is also Pro-Chancellor of the University Teknologi Malaysia, Johor Bahru. He was appointed Senator in April 2001.

He is also the Chairman of the Employee Share Option Scheme (“ESOS”), Nominating, Remuneration and Executive Committees of

the Company. He does not hold any other directorships in public companies.

He has direct and indirect shareholdings of 11,200 and 19,287,478 ordinary shares of RM1.00 each in the Company and has no

direct interest in the shares of the subsidiaries of the Company.

He has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company

and no convictions for offences within the past ten years.


Chairman

(Non-Executive/Non-Independent)

Malaysian

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Dr Patrick Teoh Seng Foo, aged 46, was appointed to the Board on 2 February 2001. He is a Chartered Accountant of the Malaysian Institute of Accountants and a fellow of the Chartered Institute of Management Accountants, United Kingdom. He was conferred the Honorary Doctorate in Business Administration by the University of Abertay Dundee, United Kingdom on 2 November 2002. He has vast experience in commerce and industry, having held senior management positions in multinationals such as Intel Technology, Woodward & Dickerson Inc, Tan Chong Motor Holdings Berhad, PricewaterhouseCoopers and Esquel Group. Presently, he is the Executive Chairman of Kumpulan Emas Berhad and also the President/Non-Executive Director of Meda Inc. Berhad.

He is a member of the Executive, Remuneration and ESOS Committees of the Company.

He is a substantial shareholder of the Company by virtue of his indirect shareholding in Kumpulan Emas Berhad through Meda Capital Sdn Bhd. He was granted an option to subscribe for 60,000 ordinary shares of RM1.00 each pursuant to the ESOS of the Company.

Apart from the above, he has no family relationship with any director and/or major shareholder of the Company. He has not entered into any transaction, whether directly or indirectly, which has a conflict of interest with the Company other than those disclosed in the accompanying financial statements and has no convictions for offences within the past ten years.

Clement Hii Chii Kok , aged 45, was appointed to the Board on 3 September 2001 as the Executive Director of the Company and was later appointed as the Chief Executive Officer/Executive Director of the Company on 10 October 2001. He graduated with an Honours degree in Law from the University of Wolverhampton, United Kingdom.

He was a former senior journalist holding positions in several national and local newspapers, including as Chief Editor of Borneo’s leading English daily, “The Borneo Post”. He had also served in senior positions with management consultancy and investment firms, including Asbright Sdn Bhd and C & C Group Sdn Bhd.

He is a member of the Executive Committee of the Company.

He has a direct shareholding of 776,000 ordinary shares of RM1.00 each in the Company and was granted an option to subscribe for 60,000 ordinary shares of RM1.00 each pursuant to the ESOS of the Company.

He has no family relationship with any director and/or major shareholder of the Company. He has not entered into any transaction, whether directly or indirectly, which has a conflict of interest with the Company, other than those disclosed in the accompanying financial statements and has no convictions for offences within the past ten years.


President

(Non-Independent/Executive Director)

Malaysian


Chief Executive Officer


Malaysian

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Kee Lian Yong, aged 46, was appointed to the Board as Executive Director effective 2 February 2001.

A Chartered Accountant with the Malaysian Institute of Accountants and a Fellow of the Chartered Association of Certified Accountants, United Kingdom, Mr Kee is the Chief Executive Officer of Kumpulan Emas Berhad, and has served as Non-Executive Director of Tomisho Holdings Berhad and Meda Inc Berhad since 1996 and 2001, respectively.

His wide corporate and management experience prior to joining Kumpulan Emas in 1995, include holding several senior management positions with a few public listed companies and his involvement in his own business ventures.

Pursuant to the ESOS of the Company, Mr Kee was granted an option to subscribe 60,000 ordinary shares of RM1.00 each.

He has no family relationship with any director and / or major shareholder of the Company.

As a member of both the Executive and ESOS Committees of the Company, Mr Kee has not entered into any transaction, which may be deemed to have potential conflict of interest with the Company and he holds no record of criminal offences within the past ten years.

Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Hj Megat Khas, aged 59, was appointed to the Board on 2 February 2001. He holds an Honours Degree in Law from the University of Singapore. Thereafter, he started his own law firm Megat Najmuddin, Leong & Co. and practised with the firm until his retirement in 1986.

He was elected to the Selangor State Legislative Assembly for two terms i.e. 1986 to 1990 and 1990 to 1995 for the Kelana Jaya Constituency. For ten years (1985 to 1994) he held the post of Head of the UMNO Petaling Jaya (“PJ”) Division and the UMNO Subang Division for 1994/5. He led the PJ and Subang Barisan Nasional Election Campaign from 1982 until 1995. He was formerly the Permanent Chairman of UMNO Subang and the MPPJ/MPSJ Counsellor.

He was appointed Executive Committee Member of the Federation of Public Listed Companies Berhad in August 1994 and elected President in October 1997. He represents this organisation in the High Finance Committee of the Ministry of Finance. He was also one of the first members of the Management Committee of the Malaysian Institute of Corporate Governance and was elected President in April 1998.

He was appointed as member of the 2nd National Economic Consultative Council 2 by the Prime Minister, where he is a member of the Human Resources Development Committee. In September 1999, he was appointed to the Capital Market Strategic Committee by the Finance Minister to produce the Capital Market Master Plan which was released early 2001. Recently he was appointed as a member of the Corporate Debt Restructuring Committee. He is also a member of the Securities Commission’s Capital Market Advisory Council. He is the Chairman of Asian Pac Holdings Berhad, My-Infotech (M) Berhad, Pernas International Holdings Berhad and a director of Dialog Group Berhad.

He has a direct shareholding of 297 ordinary shares of RM1.00 each in the Company and has no indirect shareholding in the Company nor has he any interests in the subsidiaries of the Company. He has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company and no convictions for offences within the past ten years.

Kee Lian Yong

Executive Director


Malaysian

Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Hj Megat KhasDirector(Independent/Non-Executive Director) Malaysian



Datin Fadzilah Bte Saad, aged 62, was appointed to the Board on 27 August 2002. She is a Chartered Accountant and holds a Masters of Business Administration degree.

In 1968, she joined the government service and all through her career she served many departments, mainly the Accountant General’s Department. She retired from the government service in 1996 after 28 years of service. She was conferred the “bintang kebesaran” KMN by the Federal Government and PCM by the Perak Government.

Datin Fadzilah still plays an active role in the academic field. She is a council member of the Malaysian Institute of Certified Public Accountants and an Adjunct Professor of University Utara Malaysia.

She is a member of the Audit Committee of the Company. Currently, she is a director of MOCCIS and does not hold any other directorships in public companies.

Datin Fadzilah has indirect shareholdings of 15,226,865 ordinary shares of RM1.00 each in the Company and has no direct interest in the shares of the subsidiaries of the Company.

She has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company and no convictions for offences within the past ten years.

Datin Fadzilah Bte Saad

Director

(Non-Independent/Non-Executive Director)

Malaysian

Dato’ Pahamin A. Rajab

Director


Malaysian

Dato’ Pahamin A. Rajab, aged 57, was appointed to the Board on 27 August 2002. He obtained the Bachelor of Arts (Hons) in History majoring in International Relations from the University of Malaya and also obtained the Masters in Arts in Public Policy and Administration, majoring in Economic Development from the University of Wisconsin, Madison, United States of America. He also has an LLB from the University of London and a Diploma in Syariah Law and Practice from the International Islamic University, Malaysia.

In 1970, he joined the government service and all throughout his career he served many departments mainly as the Secretary General, Ministry of Domestic Trade and Consumer Affairs and Director General, Road Transport Department. Thereafter, he retired from the Government in February 2002 after serving there for 31 years.

He is a member of the Executive Committee of the Company. At present, he is a director of MOCCIS, the Chairman of Air Asia Sdn Bhd and a Director of Zaitun Berhad.

He has indirect shareholdings of 15,226,865 ordinary shares of RM1.00 each in the Company and has no direct interest in the shares of the subsidiaries of the Company.

He has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company and no convictions for offences within the past ten years.

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Amos Siew Boon Yeong, aged 44, was appointed to the Board on 2 February 2001. He qualified as a Certified Public Accountant in 1984 and is currently a member of the Malaysian Institute of Certified Public Accountants, a Chartered Accountant with the Malaysian Institute of Accountants and an associate member of the Malaysian Institute of Taxation. He started his auditing career and professional training with the accounting firm PricewaterhouseCoopers in 1978 before establishing his own practice in 1988. He is currently the sole practitioner of the public accounting firm Messrs Siew Boon Yeong & Associates. He has knowledge, skills and experience in auditing, accountancy, tax planning, financial planning, due diligence and related services on mergers and acquisitions, project and corporate care and insolvency services. He also sits on the Board of Tomisho Holdings Berhad.

He is the Chairman of the Audit Committee of the Company and a member of the Nominating and Remuneration Committees of the Company. He does not have any interest in the shares of the Company or its subsidiaries.


Amos Siew Boon Yeong

Director

(Independent/Non-Executive)

Malaysian

Simon Hue Fook Chuan

Director


Malaysian

Simon Hue Fook Chuan, aged 41, was appointed to the Board on 20 June 2001. He obtained both the Bachelor of Economics and Bachelor of Law degree from the University of Sydney in 1984 and 1986 respectively. Thereafter, he was admitted as a Barrister-At-Law to the Supreme Court of New South Wales, Australia in 1987 and in 1988 he was admitted as an Advocate and Solicitor to the High Court of Malaya.

He is presently practising as a sole proprietor with an Advocates and Solicitors firm, namely Messrs Simon Hue & Associates which has been established since April 2000. Formerly, he practised in Messrs Ho, Loke & Koh, as a Legal Assistant from 1988 to 1994 and later as a Partner from 1994 to March 2000.

He is a member of the Audit and Nominating Committees of the Company. He does not hold any other directorships in public companies. He does not have any interest in the shares of the Company or its subsidiaries.



Tuan Haji Mohd Razi bin Yaacob, aged 48, was appointed to the Board on 2 February 2001 as the alternate Director to Senator Tan Sri Dato’ Seri (Dr) Abdullah Bin Ayub. He is a Fellow Member of the Malaysian Association of Company Secretaries, the Institute of Cooperative Auditors and a Member of the Malaysian Institute of Management.

He joined MOCCIS since 16 June 1981 as the General Manager and also as the Group Company Secretary for MOCCIS and its subsidiary companies. He is currently a Director of MAGPA Properties Sdn Bhd and does not hold any other directorships in public companies.

He has an indirect shareholding of 15,226,865 ordinary shares of RM1.00 each in the Company and has no direct interest in the shares of the subsidiaries of the Company.



Tuan Haji Mohd Razi Bin Yaacob

Alternate Director to Senator Tan Sri Dato’

Seri (Dr) Abdullah Bin Ayub

Malaysian

(Left to right)



Malaysian

Datin Fadzilah Bte Saad

Director


Malaysian


Independent Director


Malaysian

Members of the Audit Committee

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“There is no such thing as limits

to growth, because there are no

limits on the human capacity for

intelligence, imagination and wonder”

Ronald Reagan



LLB (Hons)

Chief Executive Officer

Danny Chee Kok Beng

MBCS, MIMIS, MNCC

Vice President (Operations - Systematic)

Cheryl Chong Poh Yee

CA(M), CPA, CFP

Director of Corporate & Financial Services

Tan Sin Kean

B. Com (NZ), CA (NZ), MBA (Aus)

Director of International Affairs

Nicholas Ching Lai Hock

BA (Hons), MSc., CFP

Director of Special Projects

Dr Chow Yong Neng

B. Agr (Hons), MSc., PhD (QUB)

Executive Assistant to CEO

Doris Pamela Alexius

B.Sc. MBA (International Management)

Director of Research & Development

Belinda Koh Cheng Mei

BSc Social Science

Director of Human Resources

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Senior Management Team

Dr Ronald O. Battle

Master (Harvard, USA), PhD (Berkeley, USA)

Special Assistant to CEO


Annuar Zamzury Jolis

B.Appl.Sc (Biotechnology) (Hons), USM

Head of Centre for Vocational Training

Pamela Anne Lopez

MBA (International Management)

Senior Manager, Examination Unit

Lysia Lim Yew Nee

ACIS

Company Secretary

Daniel Chang Kim Seong

IAA (New York), MBA E-Commerce (CSU, Aus)

Head of Creative Communications

Katherine Lee Lin Choo

AMIM, FCIS, M.Ed

Chief Executive, Systematic Petaling Jaya

Vijendran T. Arulrajah

MICM, AACS, AIDPM

Acting Chief Executive,

PRIME Group of Colleges

Chief Executive, SIIT

Hew Moi Lan

CA (M), FCMA, CFA, MCIM

Chief Executive, Systematic Kuala Lumpur

Christine Looi Pek San

BSc (Hons) UK

Head of Internal Audit

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Ronald Ho Foong Yik

CIM, UK, MBA (Wales, UK),

Manager - Operations


Senior Management TeamHajah Roswati bt. Rahmat

BBA (Hons) Ohio University , MBA (UiTM/Ohio)

Chief Executive,

Systematic Secretarial Centre, KL

Dr Yusri bin Yusoff

B.Mgt (Hons) (USM, Malaysia), BHMS, MHREID

Chief Executive, PRIME Bukit Mertajam

Chai Chin Nyan

BSc (Hons) Information Science,

University of Guelph (Canada)

Chief Executive, Systematic Kuching

Amy Goh Joo Imm

BA (Hons) Business Studies (UEL, UK)

Chief Executive, Systematic Penang

Bala Subramaniam

BA (Hons) Econs, M.Econs

Chief Executive, Systematic Klang

Chan Siew Ngo

BA Eng. (Canada), B.Ed (Canada),

TESL (Singapore)

Chief Executive, PRIME Miri

Dr Yong Ain Tai, SDK., BCK., JP.

B.A.Hons (London), PhD. (Arizona)

Chief Executive, PRIME Alor Star

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Roland Quek Swee Teck

BABA (Ottawa, USA)

Chief Executive, Systematic Johor Bahru

Jeffrey Goh Beng Poh

DipMCIM (UK), AAMI (Aus), MBA (UK)

Principal, PRIME Group of Colleges

Senior Management Team


Lydia Foong Yoke Yean

TESL (UK), B.Ed (Hons)

Deputy Chief Executive,

Summit International College, USJ

Caroline Yeo Ling Hui

LLB (Hons)


IBMS Training & Development Centre, Kuching

Chung Lee Hsia

BA (UKM), AFPM

Manager,

Systematic Management Resource Centre, USJ

Raj Kumar Raju

B.Econs (Hons) (UUM, Malaysia), MSc HR

(UPM, Malaysia)

Head of Department, Pusat Makmur Klang

Foong Pek Kwan

BSc (Hons) Econ. (UM,Malaysia)

Acting Principal, Systematic Institute of

Information Technology, KL

Raymond Chai Koh Hian

ICSA


Systematic Training Centre, Serian

Peter Loo Hooi Piow

BSc. Industrial Design (IAU,USA)

Acting Head

MSC International College, USJ

Judy Lim Lay Keow

Senior Executive,

SBT Professional Publications, USJ

Edward Lim

B.Bus (CSU, Aus), CA (Malaysia), CPA (Aus)

Chief Executive, IBMS College Kuching

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“Knowledge is wisdom rightly applied”

Jeff Heely

Partner UniversitiesThe University of Southern Queensland is a dynamic, young University that offers award

programmes at undergraduate and postgraduate level by on-campus, off-campus or

online study. Many students choose different modes of delivery for different periods of

their study. The University believes that flexible delivery is about giving people what they

want, where they want it, when they want it, in their style, in their place, in their time.

We are regional, flexible and international.

USQ began its existence 32 years ago as an Institute of Technology and later, as a

College of Advanced Education. It was redesignated as a University from 1990 without

amalgamating with any other university.

USQ was Joint Winner of the Good Universities Guides’ University of the Year: 2000-

2001 Award. In 1999, USQ won the Inaugural Award for Excellence from the International

Council for Open and Distance Education (ICDE), as a world leader in “dual mode” (on-

campus and off-campus) education.

USQ has a well-resourced main campus in the city of Toowoomba, and many regional

support offices throughout Australia and in other countries where we offer our awards

programmes. The University also has a well-equipped campus at Hervey Bay, serving the

Wide Bay region, and a Brisbane Campus.

As at January 2003, the University has approximately 22,000 enrolments including over

5,500 international students. More than 100 nationalities are represented and about

4,500 international students study USQ programmes in their home countries.

Overall, the University has embraced the need for change implicit in an educational

environment that is highly competitive, and dominated by the evolution of global

communications technologies. It intends to remain fast, flexible and fluid in meeting

the needs of learners throughout Australia and internationally. It will meet these needs

without compromise to the quality and integrity of its programmes and standards.

Its partnership with PRIME Group of Colleges is mainly to offer Bachelor of Business and

Bachelor of Commerce, as well as Master of Business Administration through articulation

process for students who have completed PRIME College’s internal diploma.

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Partner Universities


P a r t n e r U n i v e r s i t i e sPartner UniversitiesThe University of Abertay Dundee is one of Scotland’s modern industrial universities, with a century-

old tradition of meeting the educational needs of industry, commerce and the professions while pursuing

research of genuine excellence in the fields of computing, engineering, science and business.

History

The University started life as the Dundee Technical Institute in 1888 when a donation from a local benefactor enabled the creation of a college in

order that “the ladder of learning be raised aloft in Dundee”. By 1902, the Institute was making a significant contribution to the development of local

industry and, reflecting its role and status, was described as “an industrial university” by the then Scotch Office of the United Kingdom Government.

Reflecting the changing patterns of industry and commerce as well as the evolving needs of students and society, the Institute grew in both size and

stature throughout the early part of this century. By the 1970s, it had undergone a number of evolutions and was regularly introducing new and

innovative courses, working closely with the Council for National Academic Awards. What was by then the Dundee Institute of Technology was granted

the right to use the new title of University of Abertay Dundee from 26 April 1994.

Courses

The University is organised in four large schools covering a number of subject areas, namely, Contemporary Sciences, Computing & Advanced

Technologies, Social & Health Sciences and Dundee Business School.

All courses are designed to give students the skills employers want, such as teamwork, the ability to communicate, and computer literacy. Abertay

Dundee’s graduates and diplomates are well recognised by local, regional, national and overseas employers, with whom we have forged strong links.

Placements in a real-life work environment play an important part in many courses and many students get the opportunity to put their skills to use by

taking part in work experience schemes across the full range of subjects and courses available.

In Malaysia, Abertay Dundee’s programmes in Business are taught at Systematic Colleges.

Research

In parallel with its vocationally-oriented education provision, Abertay Dundee is also establishing a strong presence in many areas of leading-edge

industrial research covering subjects as varied as computing, international business, optoelectronics, engineering and economics.

In the UK Research Assessment Exercise 2001 (published December 2001), Abertay was identified as one of the most improved research universities

in Britain. The University more than doubled its average score for research quality and, among other things, was highlighted as the best university in

Scotland for environmental science research.

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“The partnership between Abertay and SEGi has achieved great things during its first ten years, but I am convinced that together we can go on to new heights of success in both teaching and research. We are all looking forward greatly to the future.”

Professor Bernard King

Vice-Chancellor


P a r t n e r U n i v e r s i t i e sThe University of Greenwich is a major modern UK university. Its three campuses extend from Maritime

Greenwich to Medway, serving South East London, Kent Thames-side and West Kent. The Kings Hill Institute

in West Malling, Kent is a centre for Continuing Professional Development.

The university aims to combine the best of the “old” and “new” university traditions, combining strong

regional links and a mission for access and lifelong learning with research excellence and an international

role.

The university has achieved considerable growth in the last decade, to become a major player in the region. Student numbers,

including those enrolled at partner colleges, have increased over the last 12 years to a total of 18,250 in 2001/2002.

Students

Students benefit from being taught in a research environment where staff share expertise and

specialist facilities. The university has set high standards for teaching quality and provides

professional training opportunities for all our lecturers. This is the culture that is being inculcated in

SEGi Group of Colleges, where the partnership with UOG has been established since 1998.

Research and Consultancy

With an annual income of over £20 million for research and consultancy, Greenwich is the top-

ranking new university. The largest research groups in the university include Agriculture, Computing,

Metallurgy & Materials, Subjects Allied to Medicine and Environmental Sciences. Two hundred and

fifty two Greenwich staff were submitted for the 2001 Research Assessment Exercise (RAE) and they

won increased average grades. The university’s research community also includes a substantial cohort

of 400 research students.

The university won a Queen’s Anniversary Prize for Higher and Further Education in 2000. This

national award recognises outstanding achievement, which benefits the wider community. The judges

commended the university’s Natural Resources Institute (NRI) which works with partners in the

developing world, saying that NRI’s research “together with its educational and training programmes

have brought huge benefit, making a real difference to the lives of thousands of people”.

The academic staff work in partnership with business, industry, government and public bodies. The university offers research

expertise, technology transfer, incubator facilities, business advice and staff training.

Its clients include major multinationals and government agencies around the globe in over 50 countries.

International

The university works in over 80 countries around the world carrying out research, consultancy and teaching. The Natural Resources

Institute has partnerships around the globe. For over a 100 years it has worked in the developing countries of the tropics and

subtropics; now, changes in Eastern Europe and the countries of the former Soviet Bloc have opened up new opportunities.

Elsewhere in the university, there are projects as far afield as China, South Africa, Russia, Australia and the USA. The university’s

position in South East London and Kent means that it is well located to link into Europe. In Malaysia, its partnership with Systematic

College dates back to 1998, offering students the opportunity to articulate into its Bachelor of Business (Honours) in Computing, on

completion of Systematic College’s Diploma in Computing.

Partner Universities

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P a r t n e r U n i v e r s i t i e sPartner Universities

Designed and developed as a vibrant modern university with dynamic new staff,

USC has had a rapid period of progress since opening in 1996, and is already

overtaking or challenging some older universities in a myriad of ways.

The University is committed to regional issues that have international significance,

strong academic courses and research initiatives reflect this local-global

connection.

From undergraduate to post-graduate, to a new high-tech small-business

Incubator, a concern with job generation features strongly in the life and design of

the University, but only in addition to the emphasis on the academic and cultural

dimensions of university life.

Students consistently praise staff for providing an outstanding level of support to

them, because USC is an institution of human scale, of 3,500 students from all over

the world.

USC is known for its innovative, enterprising and flexible approach to its academic

programmes. The way in which the campus’ physical environment has been

developed, with strong environmentally-sensitive approaches predominating, even

to strategies that protect the mobs of wild kangaroos that roam the campus.

The distinctive, climatically sensitive architecture has won national and

international recognition and contributes to an ambience and working

environment that is distinctively different.

More development is underway to enhance the choice and complexity in

campus life and reaffirm this University as a leader amongst the world’s regional

universities.

In Malaysia, USC Post-graduate courses, like the MBA and the MFP (Master of

Financial Planning) are offered with supervised and online support through SEGi.

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James Cook University is Australia’s leading tropical research University. The University takes its name

from the eighteenth century English navigator and explorer, James Cook. Cook’s epic voyages in the

southern hemisphere contributed significantly to the world of science. The University was proclaimed

in Townsville on April 20, 1970.

JCU is a multi-campus university with the main sites located in the vibrant northern Queensland cities

of Townsville and Cairns. Smaller sites are located in Mackay and Mt Isa. Affiliated operations with

Holmes Colleges are in Sydney and Melbourne.

JCU is a high-ranking research university with a strong focus on matters relating to the tropics.

JCU enjoys an international profile, maintained and promoted through linkages with universities and

research institutions world-wide. Its connection with Malaysian students is through SEGi Group of

Colleges.

Teaching tomorrow’s leaders

Over 170 undergraduate and 120 postgraduate courses are offered at JCU, spanning the Arts, Business,

the Creative Arts, Education, Engineering, Law, Medicine and Health Sciences, Social Sciences and

Science. All degree programmes emphasise the skills of critical thinking and problem solving, effective

communication and familiarity with information technologies.

Through its collaboration with SEGi Group of Colleges in Malaysia, JCU offers the prestigious Bachelor

of Business, which provides its graduates with the qualifications and skills for entry into the global

workforce.

JCU works with local industries and professions to ensure that courses relate

to employer needs. Work placement schemes are featured in many degree

programmes, equipping graduates with valuable practical skills.

“SEGi is a natural partner for JCU because of its track record of quality in the delivery of educational programmes. Like us, the staff of SEGi see education as not just a job but as a mission, as a way of investing in the intellectual capital of our nation to improve the future intellectual, economic, social, and cultural well-being of our peoples.”

Professor Bernard Maulden

Vice-Chancellor



Bolton Institute in the United Kingdom was founded in 1896. Being established by Royal Charter to

award its own Undergraduate, Post-Graduate and Doctoral Research degrees, Bolton was awarded a full

university status. It is fully funded by the British Government and is a member of the Association of

Commonwealth Universities.

Its Business School, the largest faculty in Bolton Institute, is committed to the local and regional

community to deliver teaching, research and enterprise activities of the highest national and international

standard. In Malaysia, its programmes offered through distance learning through Systematic Management

Resource Centre (SMRC) include its Bachelor of Arts (Honours) in Business Administration (BABA),

Bachelor of Arts (Honours) in Accountancy (BAAF), MBA General Management and MBA Enterprise

Management.

As on organisation involved in higher education, Bolton’s staff members are committed to ensuring that

students realise their potential and graduate with the initiative to deploy their skills as effectively as possible.

Bolton has strong links and close contact with the business community. The establishment of the first National

Teacher’s Training Centre to promote education has further strengthened Bolton’s prestige in the area of

technical and business education.

Bolton offers a wide range of courses at undergraduate, post-graduate and research level to 8,000 students

from the United Kingdom and 80 countries worldwide. Bolton has a tradition of attracting international

students from the ASEAN region including Jabatan Perkhidmatan Awam (JPA) sponsored students from

Malaysia.

The School has developed an expertise, which is recognised at national and international levels, in

entrepreneurship. It has also introduced the MBA in Enterprise Management, MBA in General Management and

other management programmes exclusively for the enterprise sector.

As an institution of higher learning, Bolton also carries out

research in strategic development of small manufacturing firms,

the adoption of information technology in small businesses, failure

proneness in small businesses and small businesses in the Far East

– particularly China and Malaysia.

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The University of Newcastle, established in 1965, has a student population of just over

20,000. The University is an exceptional achiever in research with an international reputation

for expertise in innovative approaches to teaching and learning. Its two main campuses are

spread out in both the Central Coast and Hunter regions of NSW, both of which have won

national awards for architecture and sympathetic environmental management.

The larger campus at Callaghan lies about 12 kilometres from the Centre of Newcastle on a

beautiful natural bushland site, and this is where the great majority of the students study. The

other main campus is at Ourimbah on the Central Coast, about half way between Newcastle

and Sydney. It is part of an innovative joint venture between the University, the Hunter

Institute (TAFE NSW) and the Central Coast Community College. Currently there are about

1,800 University of Newcastle students studying at Ourimbah but as a new campus earmarked

for growth, this number is expected to grow considerably over the next five years.

Although not a campus in the strict sense of the word, the University has also established a

significant presence on two sites within the Newcastle C.B.D., namely through the School of

Music and Conservatorium in the Civic Theatre precinct, and the School of Law and Graduate

School of Business in the University House, a landmark art-deco sandstone building directly

opposite Civic Park.

It is an ideal location for many students who study part-time and who work close by. And

although the University’s medical and nursing programmes are based on the Callaghan

campus, they also operate out of major clinical, teaching and research facilities at several

hospitals and health centres in the Hunter and Central Coast regions.

In Malaysia, UoN’s DBA (Doctor of Business Administration) is available through SEGi network

of support centre, with local supervisors working in collaboration with on-campus faculty

members to guide the doctorate candidates through their courseworks and their thesis.

“The University of Newcastle is very pleased to be associated with SEGi. It will be a partnership which will deliver quality education at senior level and offers great opportunity for future expansion.”

Professor Roger Holmes

Vice-Chancellor


P a r t n e r P r o f e s s i o n a l B o d i e sAssociation of Chartered Certified Accountants

ACCA (the Association of Chartered Certified Accountants) is the largest and fastest-growing international accounting body,

with over 300,000 students and members in 160 countries. ACCA has an extensive network of 70 staffed offices and other

centres around the world.

ACCA offers four core qualifications:

• a technician level qualification provides a comprehensive introduction to accountancy,

• a professional qualification enabling members to reach the highest level in accountancy,

• a Bachelor of Science in Applied Accounting which is centred on the needs of employers for practical, professional

accounting,

• an MBA designed to broaden business understanding and enhance strategic decision making.

In Malaysia, the ACCA professional qualification is taught at Systematic Colleges throughout Malaysia. In keeping with ACCA’s

commitment to lifelong learning, we have launched a range of further qualifications. Our programmes are designed to suit the

needs of accountants, finance-professionals and non-finance professionals with financial responsibility - at all stages of their

careers.

ACCA’s reputation is grounded in almost 100 years of providing accounting and financial qualifications. Its long traditions are

complemented by modern thinking, backed by a predominantly young, dynamic membership.

London Chamber of Commerce and Industry

London Chamber of Commerce and Industry was created by businesses in London to help each other and to make London a place

where business thrives.

Its mission is “to help London businesses succeed by promoting their interests and expanding their opportunities as members of

a world-wide business network”.

The Chamber is independent of government, owned and directed by its customers, democratically accountable to 1000s of

businesses of all sizes and sectors throughout Greater London.

As a not-for-profit organisation, LCCI raises £7 million each year from business and spending it on practical day-to-day support

services.

London Chamber represents the biggest business membership in London, truly the voice of London business.

LCCI is a professional course offered through Systematic College.

Institute of Chartered Secretaries and Administrators

The Institute of Chartered Secretaries and Administrators (ICSA) is recognised as the leading professional body for Chartered

Secretaries and Administrators in the United Kingdom and worldwide. Founded in 1891, the Institute today boasts of having

44,000 members and 30,000 registered students under its wing.

In Malaysia, the ACIS and FCIS qualifications are both recognised by the Government as equivalent to an honours degree from a

local university and the Grad ICSA is recognised as equivalent to a general degree. Members of the Malaysian Association of the

Institute of Chartered Secretaries and Administrators (MAICSA) with more than five years practical tax experience, either in the

Government or private sector, are also eligible to apply to become tax agents under Section 153 (3) of Income Tax Act 1967.

To date, MAICSA membership stands at more than 4,000.

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Partner Professional Bodies


P a r t n e r P r o f e s s i o n a l B o d i e s SEG

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CHARTERED INSTITUTE OF MANAGEMENT ACCOUNTANTS

CIMA members are Accountants in Business. Collectively, it represents financial managers and accountants who

work in industry, commerce, non-profit and public sector organisations. Its key activity is related to Business

Strategy, Information Strategy and Finance Strategy. CIMA members are not trained in audit.

CIMA’s focus is to qualify students, support members and employers, and protect the public interest. It has

gained recognition in 154 countries, and today CIMA is the voice of over 77,000 students and 59,000 members

throughout the world. CIMA’s focus on management functions makes it unique, and as an organisation, it is

internationally recognised as offering the financial qualification for business.

In a recent survey, 68% of employers in the UK chose CIMA as their preferred professional qualification.

The commercial relevance of its syllabus, which is continually enhanced to reflect the latest developments in

business has attracted students who choose to enter into the business field. In an age of growing globalisation

and intensified competition, the Chartered Management Accountant is fully prepared to meet the need for

timely and accurate financial information.

CIMA members and students work across all business sectors at all levels throughout the world, demonstrating

the flexibility of the qualification. In Malaysia, CIMA’s partnership is with Systematic College, and its

professional programme is taught in Systematic Colleges throughout the country.

CHARTERED INSTITUTE OF MARKETING

The Chartered Institute of Marketing (CIM) originated in the United Kingdom as the Sales Managers’

Association 1921. Its aim was to improve sales techniques and set the role of sales managers on a more

professional footing.

The Association was subsequently incorporated in 1926 and became known as the Incorporated Sales

Managers’ Association, or simply ‘ISMA’. The association went through several change of names before it

became known as the Chartered Institute of Marketing (CIM) when in 1989, Her Majesty the Queen awarded the

Institute with The Royal Charter.

CIM is unique in awarding Chartered Marketer status, in recognition of achievement in theory, practical

experience and expertise. Full Members and Fellows of CIM committed to Continuing Professional Development

(CPD) can hold Chartered status.

In 1995, the Diploma was awarded postgraduate status, enabling increasing numbers of graduands to continue

their studies to Masters level.

Today CIM boasts over 60,000 members and students. Teaching quality awards have been introduced for CIM

tuition centres as part of CIM’s commitment to recognition of continuous improvement. Internationally, CIM is

stronger than ever, with new branches in Sri Lanka, Singapore and Malaysia. New study centres in India and the

Ukraine, bring the worldwide total to some 400. In Malaysia, CIM is offered through Systematic Colleges.

Despite many changes during a turbulent century, CIM rests on the same cornerstone now as it did in 1911

- every business needs customers, and must adapt to satisfy their needs profitably.

Partner Professional Bodies

[ 42 ] SEG INTERNATIONAL BHD

Partner Professional BodiesPartner Professional BodiesAssociation of Business Executives

The Association of Business Executives was founded in 1973 by a group of industrialists, educationalists and

politicians as a non-profit making institution. The aim of the Association is the promotion and advancement

of efficient administration and management in industry, commerce and the public service by the continued

development of the study and practice of administration and management. The primary objective of ABE is that

students successfully completing its examinations will be more effective managers.

The Association is unique among professional bodies in providing a general business education to practicing

and aspiring managers and executives, as well as a route to further study onto MBA programmes. ABE

membership is not restricted to UK residents and examinations are conducted internationally. The Association

endeavours to achieve its aims and objectives by insisting on high academic and professional qualifications and

appropriate practical experience before gaining full Membership. The Association maintains close liaison with

other professional organisations working in allied fields and disseminates information about administration and

management in the journal “Business Executive” which is issued free to all members.

National Computing Centre (NCC)

The National Computing Centre is an independent membership and research organisation whose mission is

to promote the more effective use of information technology. This objective is achieved through the creation

and sharing of relevant knowledge and is facilitated by NCC’s proven expertise in data and information

management.

NCC members benefit by being kept informed of current IT issues via published guidelines, surveys, research

and also special interest groups. NCC’s membership spans universities, government bodies, small and medium

sized businesses and blue-chip corporations.

NCC was established on June 10, 1966, when the Government announced that, following consultations with

computer manufacturers and others, that there was a need for a computing centre to:

• Encourage the growth of computer usage in the UK

• Simplify the work involved in using computers

• Ensure the necessary education and training were available

In line with government policy, NCC is currently drawing most of its income through commercial businesses.

Since 1988, NCC’s commercial success has continued and in 1996 a new company NCC Education Services was

formed, whilst 1999 saw the creation of NCC Group.

The aims of NCC however remain much the same today as when it was first established: to promote the

more effective use of information technology. This is achieved through the creation and sharing of relevant

knowledge and is facilitated by NCC’s proven expertise in data and information management.

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“Genius is one percent inspiration, ninety-nine percent perspiration”

Thomas Edison


SYSTEMATIC Group of Colleges

SYSTEMATIC INSTITUTE OF I.T., KUALA LUMPUR

Its metropolitan appeal draws a diverse crowd of local and international students from China,

India, Pakistan, US, UK and Africa. Many have blazed a trail worthy of emulation, with their prize-

winning achievements in NCC and LCCI examinations. At SIIT, internal exams like SDB and SHDCS

are supported by quality training materials and a team of tech-savvy and professional staff. Short

computing courses on programming and application software are targeted towards bringing the

public closer to the national k-economy policy.

INSTITUT SYSTEMATIC, KLANG

A strategically-located campus with a good local reputation, this

campus serves Klang, the coastal township that boasts of one of the

most modern maritime ports in the world. Having established itself

as a centre of excellence in tutoring students for SPM and STPM

examinations since 1990, it has enrolled increasing numbers for its

internal and professional programmes, leading them to graduate

with diplomas and degrees. Activities like charity campaigns

and blood donations are encouraged amongst students to create

awareness about social responsibilities from young.

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SYSTEMATIC COLLEGE, PENANG

This campus is strategically located in Georgetown, capital of the “Pearl of the

Orient”. It caters to Penangites and those from the northern Peninsula states.

Students can pursue a wide range of degree programme options like Business

Administration, Computing, Marketing and Accounting & Finance. Professional

courses like LCCI, ACCA, CIM and ICSA are delivered in a totally modern learning

environment, with multimedia facilities and networked computer laboratories.

SYSTEMATIC COLLEGE, KUALA LUMPUR

Established in 1977, this campus recently renovated its façade. The distinctively stylish facelift has

added vitality to the college’s commitment to ensure students get their money’s worth, whether they

are taking professional programmes such as ACCA, ABE, CIM, CIMA, ICSI and LCCI, or the range of

affordable degree programmes. Its privilege of being exceptionally well-situated within the business

and financial hub of the capital, with a host of conveniences like shopping and food outlets, and

public transport means laid out makes it an attractive choice for the pursuit of higher education,

whatever the student’s background.

SYSTEMATIC COLLEGE, PETALING JAYA

Having chalked up 25 years’ solid reputation of excellent academic track record,

this instituition is poised to take its future to greater heights, with renovation

on its existing building structure and the setting up of its Postgraduate Priority

Learning Centre. Knowing their aspirations are in the hands of caring, qualified

lecturers has drawn a few generations of students to enroll in its courses. Nestled

in the heart of bustling SS2, the campus truly fits into the ‘One-Stop Educational

Centre’ mould. Student welfare matters and academic counseling will continue to

be its pillars of strength.

SYSTEMATIC SECRETARIAL CENTRE, KUALA LUMPUR

Efficiency being the key to modern secretarial practice, students at SSC are groomed for their

vital role in enhancing their organisation’s corporate image, performance and productivity. Along

with traditional secretarial skills, they are exposed to advanced business development, while

periodic seminars on proper business and social etiquette enhances the future secretary’s value.

With students from multicultural backgrounds, it is able to foster close fellowship amongst them

during events such as Secretaries’ Week, Personal Grooming and Presentation Skills.


SYSTEMATIC Group of Colleges

SYSTEMATIC COLLEGE, JOHOR BAHRU

Located high above this busy southern Causeway city, on the 32nd floor of the Landmark

Tower, this college has been a private education leader for over 30 years, serving Malaysians,

Singaporeans and Indonesian students. Computer studies and Accounting-based courses, as

well as business and management degree programmes are offered. The campus has achieved

a reputation of producing Malaysia and World Award winners for the LCCI Diploma in

Accounting. With its symbolic address, excellent facilities and the unwavering dedication of

lecturers, the student’s dream of academic achievement can be a reality.

INSTITUT SYSTEMATIC, KUCHING

Highly regarded by locals of the clean, multi-cultural and multi-

lingual ‘Cat City’, Institut Systematic Kuching also gets a hefty

amount of outstation and international students, who make it

their One-Stop Centre for a range of degree and professional

courses like Accounting, Computing, Secretarial and Business

Administration Studies. It has excellent facilities and a team

of experienced lecturers to complement the lively student

population, who participate wholeheartedly in college events.

Comfortable and secure student hostels in the campus vicinity are

available.

PUSAT MAKMUR, KLANG

Located next to Institut Systematic Klang, Pusat Tuisyen

Makmur (formerly known as Institut Makmur) was formed in

December 1990 to provide both tuition as well as night classes.

It also offers specialized vocational training programmes under

the National Vocational Training Council (MLVK). The tuition

centre is well-known to students in Klang, who are currently

doing their Forms V and VI examinations.

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SYSTEMATIC MANAGEMENT RESOURCE CENTRE (SMRC), SUBANG JAYA

This business unit has been offering postgraduate and undergraduate degree programmes from Bolton Institute (UK) through

distance learning since January 1998. The flexibility that students enjoy when they enrol through the distance learning mode

has made programmes offered by Bolton Institute particularly very popular with matured students. Students use the same study

materials and undergo the same rigorous academic assessments as their fellow students who are doing the same programmes

on-campus, and earn the same award. Distance learners will still experience direct face-to-face contact with their supervisors

and lecturers during their study and workshops held in Malaysia every semester.

SYSTEMATIC TRAINING CENTRE, SERIAN

The establishment of Systematic Training Centre in Serian,

Sarawak is a reflection of SEGi’s long-term commitment to

broaden educational and training opportunities to all levels

of society. The courses offered at the training centre are

relevant and affordable to fulfill the aspirations of individuals

who are seeking educational pathways to a university degree,

and beyond at one of the nearest branch campus Systematic

Kuching which is about 40 miles away.

Systematic Training Centre in Serian will offer Computer and

Business skills foundation courses giving the opportunity for

school leavers in the vicinity of Serian Township to study in

their hometown.

*

*

*Training Centre


PRIME COLLEGE, SUBANG JAYA

Its mission to offer affordable yet choice programmes to the future leaders of our country, and having a

Commitment to Excellence in doing so, this city campus continues to roll out a string of superachievers,

some who continue to pursue their studies to Masters and PhD levels. It is the first and only private college in

the country to offer all four Engineering disciplines: civil, mechanical, electrical & electronic and chemical.

Other degree-linked programmes are its diplomas in Management, Business & ICT and the MBA programme.

PRIME COLLEGE, BUKIT MERTAJAM

PRIME College Bukit Mertajam, established in 2002, is located at Wisma Summit in Bukit

Mertajam. The college has brought opportunities for higher education to students in the

Northern states of Peninsular Malaysia. For the convenience of students, the college, located

just next to the Summit Bukit Mertajam shopping mall, is easily accessible by bus. Besides MLVK

courses, PRIME College Bukit Mertajam also offers undergraduate programmes in the fields of

Information Technology, Business Administration and Accountancy, at both diploma as well as

degree level, in partnership with universities in Australia and Great Britain.

PRIME TRAINING & DEVELOPMENT CENTRE, ALOR STAR

Having a northern bearing gives this centre a base for many students of Perlis, Kedah and

Penang who intend to pursue higher education, to stay close to ‘home’. The centre, located

in the capital of the state often known as Jelapang Padi (Rice Fields) of Malaysia, caters to

mainly vocational students.

SUMMIT INTERNATIONAL COLLEGE, SUBANG JAYA

This vibrant college specialises in the training of early childhood educators. It conducts and

administers the internationally recognised Montessori Diploma in Early Childhood Education,

which is endorsed by the National Accreditation Board and approved by the Education Ministry.

The college also conducts certificate course options in Childhood Nutrition, Children’s Art, Music

& Movement, Child Psychology & Development, First Aid, Child Safety & Hygiene, Nursery

Management and Speech Communication Arts.

MSC INTERNATIONAL COLLEGE, SUBANG JAYA

This cool campus has much to offer students wanting training in Media, Art & Design programmes.

Its various departments offer Interior Design, Industrial Design, Graphic Design, Photography,

Advertising, Video & Animation, Multimedia Design, Drama & Theatre, and Music. Young creative

minds are given personal attention and guidance to develop their individual spirit of innovation and

to apply them successfully in their chosen fields. The college’s renown has even produced national–

level design award-winners.

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*



IBMS TRAINING & DEVELOPMENT CENTRE, KUCHING

In addressing the Government’s call to upgrade the quality of our country’s human resource, Kolej IBMS has

established its new ‘IBMS Training and Development Centre’ to better serve the training needs of the Kuching

society. Commencing its operations in January 2003, it is located within walking distance of the main campus

and in the heart of the Kuching city, where modern amenities such as food courts, supermarkets and recreational

facilities are available. With its state-of-the-art facilities, the new centre runs mainly computer skills training

programmes. Manned by a Centre Executive and his team of dedicated staff, participants will indeed find the new

centre a conducive place for training and re-training.

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IBMS COLLEGE, KUCHING

Eschewing the group’s mission to provide Quality Education Within Reach, IBMS gives locals a chance

to reach for their aspirations, through diploma, degree, law and MBA programmes. This magnificent

campus has been described as a 4-star hotel due to its classy ambience. The city campus has an open

environment to promote learning with its expansive student area, IT labs, cybercafe and airy classrooms.

Dynamic staff adds to its winning appeal. Students get to participate in cultural events to foster greater

friendship ties amongst the diverse ethnic groups.

PRIME COLLEGE, MIRI

Miri, studded with oil refineries and charming the eye with its laidback scenery, has a

fine professional campus to match its young population’s aspiration of quality education.

Whether it is Cambridge A-Level, Pre-University or a range of diploma programmes, the

college has produced a winning stream of graduates who are well-adjusted as they are

ambitious. They immerse themselves in social events like Theme Nites, competitions and

charity drives. The campus also serves students from neighbouring Brunei Darussalam.

*

*IFPA RESOURCES, SUBANG JAYA

This business unit provides professionals with financial planning training leading

to the internationally-recognised Certified Financial Planner designation or CFP™.

The distinction opens doors for those keen to capitalise on the trend towards

liberalisation and globalisation of the financial services industry.

*Training Centre



Professional Courses

Since the first Systematic College was established in 1977, the Group has always

been involved in providing a wide range of professional courses, from ACCA to

CIM and from ABE to ISCA and the highly-publicised CFP qualification. Over the

years, students with professional qualifications have either gone on to pursue

their second degree or entered into the workforce. A majority of them would

have reached very senior level of management. Although SEGi has since entered

into the undergraduate and postgraduate markets, it still believes in providing

opportunities for quality professional qualifications to its students.

Vocational Courses

As an active participant of the scheme under the National Vocational Training

Council (MLVK), SEGi has provided opportunities to hundreds of SPM leavers

who have opted to pursue vocational skills training. The Group will continue

to be committed to the national aspirations to produce skilled workers who are

better equipped to join the workforce. Major colleges within the Group have

individually set up its own Training Centres to cater to the needs of the MLVK

and other vocational students.

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Panoramic View of SEGi’s Str engths and Spread in 2002


Distance Learning

Through the Regional Centre concept, a number of courses offered by foreign

university partners have been become possible for the Malaysian public through

distance learning. Students are enrolled with the partner universities, and they

can choose a wide range of programmes, from undergraduate programmes

in Business and Information Technology to both Master and Doctorate

Programmes.

Online Learning

Over RM1 million was spent in 2002 alone to upgrade the online teaching

facilities at both Systematic and PRIME Colleges. Its newly installed online

support system, which uses Web-CT platform, supports four fields of studies,

namely marketing, business, accounting and computing. The system is to greatly

enhance the learning experience of its students, who will now become more

interactive.

Continuing Education

SEGi has been involved in providing education to working adults since

its inception, and will continue to play an active role in adult education.

Its range of programmes offered to working adults include professional

qualifications such as the Certified Financial Planning (CFP) and both

postgraduate qualifications, which include the Master of Business

Administration (MBA) and Doctor of Business Administration (DBA) from

various reputable partner universities.

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Foreign Student Community

Our foreign student population has been growing substantially over the past one

year with more focussed marketing effort in countries like China, and South East

Asian countries. The Chinese students from Mainland China form the majority

of foreign students currently enrolled with both Systematic and PRIME Groups

of Colleges. Other foreign students come from some 30 other different countries

around the world, such as Indonesia, Pakistan, Thailand, Myamar, Singapore,

Somalia, Philippines, Korea and Taiwan.

Examination Department

As part of the Group’s Quality Control mechanism, a centralised examination

department has been put in place since 1989. In 2002, the Examination

Department won the much coveted ISO 9001: 2000 Certification for the

Provision of Education Support Services from ABS Quality Evaluations, Inc., USA

which is accredited by ANS - RAB. This has further enhanced the Group’s long-

term vision of providing quality education.

Overseas Collaborations

SEGi continues to be involved in strategic partnerships with local education

support groups in foreign markets such as China and Indonesia. It is currently

on the verge of negotiating several deals with a credible Indonesian partner to

set up a university in Jakarta. Other joint collaborations are also being sought

in China, where ultimately, it is the intention of the Group to offer its diploma

programmes as pathways to courses offered by its foreign university partners.

Community Projects

Junior Journalist Programme

Junior Journalist Programme was a successful outreach programme to foster

goodwill with the secondary schools in both East and Peninsular Malaysia. Over

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900 students from 90 secondary schools have benefited from the two-day journalism

workshops, conducted in collaboration with the New Straits Times, Education Quarterly

and red104.8. The official signing ceremony was witnessed by Deputy Minister of

Education, YB Dato’ Hon Choon Kim on August 21.

Scholarships

SEGi is a strong supporter of Star Education Funds and the MAPCU Education Funds,

besides giving generously to the Special Education Fund for the Orphans, the Abused

Children and the Disabled of Lions Club of Kuala Lumpur Central. It also provides

education to the underprivileged, in an effort to provide equal opportunities to people

who want to excel in life.

Student Clubs

Student Clubs formed by the students of SEGi Colleges have been actively participating

in a number of community projects. Leo Club of PRIME College and MSC International

College, for example, has been organising a number of community events with other

major service organisations to help the deaf, the blind and the disabled community. The

clubs will help to enhance the quality of college life for the students and allow them

opportunities to be involved in community services.

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Calender of Events 2002January• MSC International College Industrial Design students bag top awards including the Grand Prize at Malaysian

Young Designers Awards 2001.

February• Heriott Watt undergraduate degree partnership launched with PRIME USJ, offering business & finance

programmes.

• Launch of ESOS to staff

March• Inaugural Student Forum at PRIME USJ, theme “All or Nothing: Examining Love Relationships Amongst College

Students. Special guest speaker Datin Paduka Marina Mahathir, Malaysian AIDS Council.

April• Name officially changed to SEG International Berhad (SEGi) on 8 April 02.

May• Napier University Edinburgh partnership launched with PRIME Colleges, offering I.T. & Multimedia programmes.

• 25th Anniversary Celebration of SEGi and Launch of SEGi logo.

• SEGi turns 25. Grand Silver Jubilee celebration dinner at The Summit Hotel USJ. VVIP: YB Dato’ Mahadzir Mohd

Khir, Setiausaha Parlimen (Parliamentary Secretary) to the Ministry of Education.

July• MLVK vocational skills training programmes launched at PRIME, MSC, SIC.

• Engineering Draughtsman, Multimedia, Computer Systems & Front Office.

• SEG International Bhd jointly-launched the UOB-SEGi co-branded Visa Credit Card and Visa Electron (Debit)

Card

• PRIME College gives two vocational scholarships to Rumah HOPE

• Together with the Lions Club of Kuala Lumpur Central, PRIME College hosted a special seminar for orphans from

a number of orphanages in the Klang Valley to give them an idea of the education and vocational opportunities

available to them after SPM.

• Institut Makmur Klang was officially changed to Institut Systematic Klang. Pusat Makmur was subsequently set

up to provide tuition to secondary school students

August• Summit International College organised Early Childhood Education Fair & Exhibition at The Summit USJ.

• Launch of Junior Journalist Programme at PRIME College USJ by Deputy Minister of Education, Dato’ Hon

Choon Kim. Other partners include the New Straits Times, Education Quarterly and red104.9.

• The Early Childhood Education Fair was officiated by Deputy Menteri Besar of Selangor, Dato’ Dr Zainal Abidin

bin Ahmad. Summit International College entered into the Malaysia Book of Records for being the ‘Biggest Jalur

Gemilang made from (drinking) Straws’. Book by Summit International College, Parenting & Nation-Building: A

Malaysian Legacy was launched during the fair.

• Memorandum of Agreement with University of the Sunshine Coast was signed, and two new postgraduate

programmes, namely Master of Business Administration and Master of Financial Planning, were officially

launched.

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September• Junior Journalist Programme seminars conducted at PRIME USJ & Systematic Penang.

• Junior Journalist Programme workshops conducted in Klang Valley, Northern Region (Penang) and Southern

Region (Johor Baru)

• The Serian training centre known as Systematic Training Centre was incorporated on 24 September 2002

October• Charity Carnival at PRIME successfully organised by MLVK students for Rumah Solehah & Montfort Boys Town.

• The Nursing Conversion Programme with Edith Cowan University was signed and officially launched

• Systematic Secretarial Centre offered 10 scholarships to orphans/ underprivileged girls to pursue a course in

keyboarding to secure secretarial / administrative jobs.

November• Systematic Kuching overhauled & given facelift, renovations cost RM1mil.

• Graduation Ceremony of University of Abertay Dundee

• SEGi President, Patrick Teoh awarded honorary doctorate by the University of Abertay Dundee

• RM1 billion Collateralised loan obligations (CLOs) launched by Affin Bank Bhd., where SEGi was offered a loan of

RM40 million.

• Third Convocation Ceremony of the MSC International College and Summit International College was graced by

YAM Tengku Putri Nor Zehan binti Almarhum Sultan Salahuddin Abdul Aziz Shah

December• James Cook University partnership launched with SEGi, offering undergraduate business programmes.

• Memorandum of Understanding with James Cook University, Australia officially signed

• SEGi Examinations Department awarded ISO 9001: 2000 Certification for the Provision of Education Support

Services from ABS Quality Evaluations, Inc, USA, which is accredited by ANS - RAB.

• Newly installed online support system, which uses Web-CT platform, costing RM800,000 launched to support

four fields of studies, namely marketing, business, accounting and computing.

• The new building of Systematic College Penang officially launched by Chief Minister of Penang, Tan Sri Dr Koh

Tsu Koon

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MARKETING

The skillful art of persuasion and meeting needs (both real

and created) forms the nature of work required for highly-

successful and exciting careers in marketing. SEGi offers the

student excellent training for this field, through a range of

courses such as Chartered Institute of Marketing (CIM) and

Diploma in Marketing, both professional qualifications. It also

provides undergraduates with renowned programmes from

Scotland’s University of Abertay Dundee (UAD), USQ and JCU.

INFORMATION TECHNOLOGY

Students dedicated to improve our future with dynamic

visions of virtual reality and the digital realm must have an

excellent background of I.T. SEGi provides the edge needed

for this evolving arena through programmes in E-Technology

and I.T., as well as pathways towards obtaining undergraduate

qualification, such as Bachelor of Business in Information

Technology Management

COMPUTER STUDIES

The Group is seeing a rise in students choosing to finish their

education in computer studies, and our programmes in this

field are aimed at helping the realisation of Malaysia’s national

and economic aspirations. Students can opt for a range of

Diplomas either in Computer Studies, Computer Systems

(Operations & Management) or Computer Engineering.

SEGi also offers NCC Education (UK)’s International Diploma

in Computer Studies and for undergraduates, recommended

options are provided to complete the Bachelor of Science

(B.Sc) degree programmes with either Bolton Institute of

Higher Learning (UK) or Napier University (Scotland).

SECRETARIAL

Grooming future students for productive secretarial careers

in organisations is a task borne by experienced professionals.

SEGi has maintained a reputation amongst locals as both

its Secretarial and Administration Diploma and Private

Secretaryship Course are recognised widely as preparation for

efficient future secretaries, savvy about administrative and

corporate management.

LAW

SEGi offers future practitioners and those keen to gain insight

and overview on legal knowledge locally, regionally and

globally, the prestigious Bachelor of Law from The University

of London.

ENGINEERING

Producing high achievers who complete their undergraduate

and graduate degrees from distinguished universities abroad,

our engineering students will testify to the wide learning

scope that SEGi exposes them to, and many have successfully

reached their career aims.

At all PRIME campuses, SEGi offers’ students the Diploma

programme in every one of the Engineering disciplines,

including Civil, Electric and Electronic (E&E), Chemical,

Mechatronic and Mechanical Engineering. Recommended

options are provided for articulation into Bachelor

programmes by USQ.

EARLY CHILDHOOD EDUCATION

Positive training is needed for childhood education specialists,

who oversee the holistic delivery of education to young pre-

school students. SEGi provides those with the interest in this

noble field the option of doing their Montessori Diploma in

Early Childhood Education, with a curriculum from UK.

ART & DESIGN

MSC International College, since its inception in 2000, has

carved a niche amongst art students wanting specialised

training in the fields related to art, media and design. The

institution has set a remarkable precedence not only by being

one of the few local art institutions offering such a wide

range of courses, but to win highly prestigious awards at

Malaysian and regional competitions annually, prized by those

in the related industries.

For those looking for higher qualifications, MSC International

offers Diploma programmes in Advertising, Graphic Design,

Interior Design, Industrial Design, Video & Animation,

Photography, Theatre Arts, Music and Multimedia, leading

towards overseas degree options.

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TOURISM

The hospitality sector charts a continued growth path under

the Malaysian Culture, Arts & Tourism Ministry, thanks to

the government’s integrative nation-building strategies.

Likewise, career opportunities abound for those with the

innate spirit of adventure, culture and anyone wishing to

broaden their learning horizon about provision of services

to tourists and visitiors. SEGi offers students the pathway to

recognised qualifications in this area, such as the Bachelor of

Business in Tourism Management offered by JCU.

MASTER OF BUSINESS ADMINISTRATION

Promoting our institution’s cherished mission of lifelong

education, SEGi’s Postgraduate programmes are a boon

for mature learners, especially working adults, as they are

able to benefit from the flexibly-tailored MBA programmes

suited to their requirements, such as distance learning (with

online support), module learning and off-campus, real-

world environment. The options for postgraduate studies are

provided via SEGi’s partnerships with Australia’s University

of Southern Queensland, University of The Sunshine Coast,

and UK’s Huddersfield University.

DOCTOR OF BUSINESS ADMINISTRATION

Newly introduced at SEGi is the Doctor of Business

Administration (DBA) programme by University of

Newcastle, ideal for senior managers. Offered in partnership

with the Newcastle University’s Graduate School of Business,

the DBA programme ties in consistently with SEGi’s mission

of internationalisation, and as a means to invest in the

intellectual capital of our nation, thus helping to improve the

future intellectual, economic, social and cultural well-being

of our people.

SEGi Education Programmes

“SEGi will continue to play a very

important role as an education provider in

the country, leveraging on its 25 years of

experience in the education sector.”

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Corporate Governance Statement 58

Audit Committee Report 65

Statement of Internal Control 70

Financial Highlights 2002 72

Financial Statements 2002 74

Group Properties 113

Analysis of Shareholdings 115

Form of Proxy 119

“Real integrity stays in place whether the test is adversity or prosperity”

Charles Swindoll


Corporate Governance StatementThe Board of Directors of SEG International Bhd holds steadfast in its view that proper corporate governance is necessary to direct

and manage the business of the Company and Group towards enhancing business prosperity and corporate accountability with the

ultimate aim of safeguarding the interest of all stakeholders and enhancing shareholders’ value.

Towards this end, the Company is pleased to announce that it has complied with the Best Practices as set out in Part 2 of the Code

and the ensuing paragraphs clarify how the Company has applied the Principles as set out in Part 1 of the Code.

PRINCIPLE A – BOARD OF DIRECTORS

Constitution of the Board and Board Balance

The Board, led by a Non-Executive Chairman has nine (9) members and one (1) alternate director, comprising three (3) Executive

Directors and six (6) Non-Executive Directors, of whom three (3) are independent. The number of independent directors is in

compliance with the Listing Requirements of the Kuala Lumpur Stock Exchange, which requires one third of the Board to comprise

of independent directors. The Board’s composition represents a mix of knowledge, skills and expertise to effectively discharge its

stewardship responsibilities in spearheading the Group’s growth and future direction.

The role of the Chairman and Chief Executive Officer are distinct and separate with responsibilities clearly drawn out to ensure a

balance of power and authority. Generally, the Executive Directors are responsible for making and implementing operational and

corporate decisions. Non-Executive Directors play key supporting roles, contributing their knowledge and experience towards the

formulation of policies and in the decision-making process. Where a potential conflict of interest may arise, it is mandatory practice

for the director concerned to declare his interest and abstain from the decision-making process.

The Board meets at least four times a year with additional meetings convened when decisions on urgent matters are required

between scheduled meetings. For the financial year ended 31 December 2002, the Board met six (6) times to monitor and control

the development of the Group. A summary of attendance to each of the board meetings is set out below:

Name of Directors 22.2.02 3.4.02 22.5.02 27.8.02 1.11.02 29.11.02

Senator Tan Seri Dato’ Seri (Dr) Abdullah Bin Ayub √ √ √ √ √ √

Dr Patrick Teoh Seng Foo √ √ √ √ √ √

Clement Hii Chii Kok √ √ √ √ √ √

Kee Lian Yong √ √ √ √ √ √

Dato’ Seri Megat Najmuddin Bin Datuk Seri Dr Haji Megat Khas

x √ √ √ √ x

Amos Siew Boon Yeong √ √ √ √ √ √

Simon Hue Fook Chuan √ √ √ √ √ √

Tan Sri Dato’ (Dr) Abdullah Bin Mohd Salleh(resigned on 27.8.02)

√ √ √ √ N/A N/A

Dato’ Shamsir Bin Omar (resigned on 27.8.02) √ √ x √ N/A N/A

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Name of Directors (Continued) 22.2.02 3.4.02 22.5.02 27.8.02 1.11.02 29.11.02

Dato’ Pahamin A. Rajab (appointed on 27.8.02)N/A N/A N/A N/A √ √

Datin Fadzilah Bte Saad (appointed on 27.8.02)N/A N/A N/A N/A √ √

Tuan Haji Mohd Razi bin Yaacob (alternate director to YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub) √ √ x √ √ √

Kee E-Lene (alternate director to Dato’ Seri Megat Najmuddin Bin Datuk Seri Dr Haji Megat Khas) (resigned 10.5.02) x x N/A N/A N/A N/A

Access to Information

Board meetings are structured with a pre-set agenda where all Directors are furnished with a set of Board papers issued in sufficient

time to facilitate informed decision-making. In discharging their duties effectively, the Board has unrestricted access to all information

pertaining to the Group’s affairs and the services of the Company Secretary, whether as a full Board or in their individual capacity.

If necessary, the Directors can seek external independent advice on specialised issues at the Company’s expense to enable them to

discharge their duties with full knowledge of the cause and effect.

Board Committees

The Board has delegated specific responsibilities to five (5) committees, which operate within approved terms of reference, to assist in

the effective discharge of its principal responsibilities. Notwithstanding the above, the ultimate responsibility for the final decision

lies with the full Board. These committees are:

• Audit Committee

The terms of reference and further information on the Audit Committee are outlined in the ensuing pages.

• Remuneration Committee

The Remuneration Committee, comprising mainly Non-Executive Directors, is responsible for drawing up the policy framework

and to make recommendations to the Board on the remuneration packages of the Executive Directors. The Executive Directors

do not participate in decisions relating to their remuneration. The Board as a whole determines the remuneration of Non-

Executive Directors including the Non-Executive Chairman with the Director concerned abstaining from participating in

decisions in respect of his individual remuneration.

The Remuneration Committee comprises the following members:

Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub - Chairman, Non-Independent / Non-Executive Director

Dr Patrick Teoh Seng Foo - Member, Non-Independent / Executive Director

Amos Siew Boon Yeong - Member, Independent / Non-Executive Director

During the financial year ended 31 December 2002, the Remuneration Committee had one meeting which was attended by

all members.

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• Nominating Committee

The Nominating Committee, comprising wholly of Non-Executive Directors, recommends candidates with an optimal mix of

qualifications, skills and experience to the Board. The Nominating Committee will also evaluate annually, the effectiveness of

the Board as a whole, the various Committees and each individual Director’s contribution to the effectiveness of the decision-

making process of the Board.

The members of the Nominating Committee comprises of:

Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub - Chairman, Non-Independent / Non-Executive Director

Amos Siew Boon Yeong - Member, Independent / Non-Executive Director

Simon Hue Fook Chuan - Member, Independent / Non-Executive Director

During the financial year ended 31 December 2002, the Nominating Committee had two meetings which was attended by all

members.

• Executive Committee

The Executive Committee is authorised to transact business activities of the Group subject to certain limitations as set out in

the terms of reference. The Executive Committee comprises of:

Senator Tan Sri Dato Seri (Dr) Abdullah bin Ayub - Chairman, Non-Independent / Non-Executive Director

Dr Patrick Teoh Seng Foo - Member, President / Executive Director

Clement Hii Chii Kok - Member, Chief Executive Officer / Executive Director

Kee Lian Yong - Member, Executive Director

Dato’ Pahamin A. Rajab - Member, Non-Independent / Non-Executive Director

(Appointed on 27 August 2002 to replace

Tan Sri Dato’ (Dr) Abdullah bin Mohd Salleh)

During the financial year ended 31 December 2002, the Executive Committee had four meetings duly convened.

Re-election

All Directors will retire at regular intervals by rotation once at least every three years and they shall be eligible for re-election.

PRINCIPLE B – DIRECTORS’ REMUNERATION

The details of the remuneration of the Directors of the Company for the financial year under review are as follows:

1. Aggregate remuneration of the Directors are categorised into appropriate components:

Salary Bonus FeeMeeting

AllowancesBenefits-in-kind

Fixed Allowances

Statutory Contribution

Others

Executive Directors 336,000 78,000 - - 18,600 - 33,120 -

Non-Executive Directors

- - 190,000 - - - - -

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2. The number of Directors whose total remuneration fall within the following bands:

Number of Directors

Range of Remuneration Executive Non-Executive

Below RM50,000 1 5

RM50,001 to RM100,000 1 1

RM350,001 to RM400,000 1 -

PRINCIPLE C – SHAREHOLDERS

Relationship with Shareholders and Investors

The Group recognises the importance of establishing a direct line of communication with shareholders and investors through timely

dissemination of information on the Group’s performance and major developments via appropriate channels of communication.

Dissemination of information includes the convening of Annual General Meetings (“AGM”) and Extraordinary General Meetings

(“EGM”), distribution of Annual Reports and relevant circulars, issuance of press releases and press conferences. The financial

performance of the Group is communicated to the public via its quarterly report to the Kuala Lumpur Stock Exchange (KLSE).

To further enhance the transparency and communication with the shareholders and all concerned, the Company set up an internet

portal at www.segi.edu.my for timely dissemination of business related information for the benefit of all interested parties.

Shareholders and members of the public are also invited to access the KLSE website at www.announcements.klse.com.my to obtain

the latest information of the Group.

The Board has appointed Amos Siew Boon Yeong, a senior independent non-executive director to whom all concerns regarding

the Company may be conveyed.

Annual General Meeting (“AGM”)

The Chairman and the Board encourage shareholders to attend and participate in the AGM held annually. Shareholders are given

the opportunity to seek clarification on any matters pertaining to the business and financial performance of the Company.

PRINCIPLE D – Accountability and Audit

Financial Reporting

The Group presents its year-end financial results on an annual basis through its annual report and its interim results every quarterly

via its submissions to the KLSE and through public announcements. The Audit Committee assists the Board in reviewing the

information disclosed to ensure accuracy and adequacy.

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Internal Control

The Board maintains a sound system of internal control to safeguard shareholders’ investments and the Company’s assets. In this

respect, the Company has effected several systems of internal control covering financial, operational and compliance controls to

provide reasonable assurance on the reliability of the financial statements. Some of the systems have been in place over the years

and will continue to be reviewed, added on or updated in line with changes in the operating environment. The Board seeks regular

assurance on the continuity and effectiveness of the internal control system through independent appraisals by the internal and

external auditors.

In recognising the importance of incorporating risk management in its system of internal controls, the Board is guided by the fact

that risks cannot be eliminated but effectively managed to a level that is acceptable to the Board and the Management. In this

respect, the following collaborative endeavours have been adopted to manage its risk exposure:

• An independent professional advisor was appointed to assist in the implementation of an Enterprise Risk Management

(“ERM”) framework to systematically identify the principal / significant risks that may impact on the Company’s ability to

achieve its objectives and to implement appropriate controls to manage these risks;

• Developed an on-going process to identify, evaluate and manage significant risks that may impact on the Company’s ability

to achieve its objectives. These processes are embodied in the Risk Management Policy that was formally endorsed by the

Board on 10 October 2001. Essentially, the Risk Management Policy identifies the significant risks and the strategies to

manage these risks.

The purpose of the Risk Management Policy is to assist in:

1. Maintaining integrity and confidence among shareholders and the public;

2. Strengthening the Group’s competitive strategic and operational efficiency to increase long term shareholders’ value;

3. Minimising unexpected adverse impact to earnings and returns to shareholders; and

4. Safeguarding the assets and resources within the Group.

Relationship with Auditors

The Board, through the establishment of the Audit Committee maintains a formal and transparent arrangement with the Company’s

external auditors.

OTHER INFORMATION REQUIRED BY THE LISTING REQUIREMENTS OF THE KLSE

Options, Warrants or Convertible Securities

There was a total of 2.7 million options offered to the employees of the Group on 5 February 2002 at an exercise price of RM1.40

per ordinary share. For the year ended 31 December 2002, a total of 5,000 options shares were exercised.

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Non-audit Fees

There were no non-audit fees paid to the Company’s external auditors during the financial year.

Material Contracts

Material contracts entered into by the Company and its subsidiary companies which involve directors’ and major shareholders’

interests still subsisting at the end of the financial year ended 31 December 2002 or entered into since the end of the previous

financial year comprise of the following:-

1. (i) Tenancy Agreement entered into between Berrington Bay Corporation Sdn Bhd, a subsidiary of the Company and

Meda Development Sdn Bhd (“MDSB”), on 4 October 2002 for the rental of 3rd and 4th Floor, The Summit, Subang

USJ1, Subang Jaya, Selangor to be used for providing educational services. The total monthly rental inclusive of

service charges of RM99,888 are at negotiated rates, taking into account prevailing market terms.

(ii) Tenancy Agreement entered into between Premier Media Sdn Bhd, a subsidiary of the Company and MDSB on 4

October 2002 for the rental of 3rd Floor, The Summit, Subang USJ1, Subang Jaya, Selangor for providing educational

services. The total monthly rental inclusive of service charges of RM15,965 are at negotiated rates, taking into account

prevailing market terms.

(iii) Tenancy Agreement entered into between Summit Multimedia Sdn Bhd, a subsidiary of the Company and MDSB on 4

October 2002 for the rental of 3rd Floor, The Summit, Subang USJ1, Subang Jaya, Selangor for providing educational

services. The total monthly rental inclusive of service charges of RM46,789 are at negotiated rates, taking into account

prevailing market terms.

(iv) Tenancy Agreement entered into between Superior Element Sdn Bhd, a subsidiary of the Company and ZKP Development

Sdn Bhd (“ZKP”), a subsidiary of Meda Inc. Berhad (“MIB”) on 3 May 2002 for the rental of the Ground Floor, The

Summit Bukit Mertajam Plaza and Level 8 & 9 of Wisma Summit, Bukit Mertajam Plaza for the operation of providing

educational programmes. The total monthly rental inclusive of service charges of RM22,271 are at negotiated rates,

taking into account prevailing market terms

Dr Patrick Teoh Seng Foo is also a director of MDSB and has interest in MDSB by virtue of his direct and indirect interests in MIB,

the holding company of MDSB and therefore is deemed interested in the aforesaid contracts. Kee Lian Yong is also a director and

a shareholder of MIB.

2. i) Profit Guarantee and Stakeholder’s Agreement dated 12 April 2002 entered between the Company, KEB (“Guarantor”)

and Amtrustee Berhad (formerly known as Arab-Malaysian Trustee Berhad) (“Stakeholder”), pursuant to the profit

guarantee given by the Guarantor and the appointment of the Stakeholder in relation to the placement of security

shares.

ii) Settlement Agreement entered into between the Company, KEB and Datin Mah Ming Yuet and Kee Shih-Lene dated

15 April 2002 in relation to the anticipated shortfall of the guaranteed profits amounting to RM3.25 million in the

financial year ended 31 December 2001 in accordance with the Profit Guarantee Agreement dated 22 October 1999

and the Supplemental Agreement dated 17 October 2000.

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iii) Second Supplemental Agreement dated 27 February 2003 entered into by the Company, KEB and the Stakeholder

to vary the terms of the Profit Guarantee Agreement dated 22 October 1999 and Supplemental Agreement dated 17

October 2000 to increase the guaranteed aggregate profit before tax by RM2,286,000 and to extend the guaranteed

period to the financial year ending 31 December 2006.

KEB, Datin Mah Ming Yuet and Kee Shih-Lene are substantial shareholders of the Company. Dr Patrick Teoh Seng Foo and

Kee Lian Yong are also directors of KEB.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE AUDITED FINANCIAL STATEMENTS

The Board is responsible for ensuring that the financial statements of the Group give a true and fair view of the state of affairs

of the Group and of the Company as at the end of the accounting period and of their profit or loss and cashflows for the period

then ended. In preparing the financial statements, the Directors have ensured that applicable approved accounting standards in

Malaysia and the provisions of the Companies Act, 1965 have been applied.

In preparing the financial statements, the Directors have adopted and consistently applied suitable accounting policies and made

reasonable and prudent judgements.

The Directors also have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of

the Group and to prevent and detect fraud and other irregularities.

“We believe that the market for continuing

education for working adults in Malaysia will

continue to expand, and SEGi is creating a

niche to enjoy a bigger market share.”

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Corporate Governance Statement


Membership

The present membership of the Committee comprises of:

Amos Siew Boon Yeong - Chairman, Independent/Non-Executive Director

Datin Fadzilah Bte Saad - Member, Non-independent/Non-Executive Director

Simon Hue Fook Chuan - Member, Independent/Non-Executive Director

Terms of reference

The Audit Committee (“the Committee”) is governed by the terms of reference that was formally endorsed by the Board on 11 May

2001. The terms of reference is set out in the ensuing pages.

Meetings

The Audit Committee convened six (6) meetings for the financial year ended 31 December 2002. The meetings were appropriately

structured through the use of agendas, which were distributed to members with sufficient notification.

The Company Secretary was present in all the meetings. Representatives of the external auditors, Messrs KPMG, the Head of

Internal Audit and the Financial Controller also attended the meetings upon invitation.

Name of Directors 22.2.02 1.4.02 20.5.02 22.8.02 31.10.02 26.11.02

Amos Siew Boon Yeong √ √ √ √ √ √

Simon Hue Fook Chuan √ √ √ √ √ √

Dato’ Shamsir bin Omar(resigned on 27.8.02)

√ √ √ √ N/A N/A

Datin Fadzilah Bte Saad(appointed on 27.8.02)

N/A N/A N/A N/A √ √

Summary of activities during the financial year

The Audit Committee carried out the following duties in accordance with its terms of reference:

• Reviewed the external auditors’ scope of work and audit plans for the year. Prior to the audit, representatives from the

external auditors presented their audit strategy and plan.

• Reviewed with the external auditors the results of the audit, the audit report and the management letter, including

management’s response.

• Considered and recommended to the Board for approval of the audit fees payable to the external auditors as disclosed in

the notes to the financial statements.

• Reviewed the internal audit department’s resource requirements, programmes and plan for the financial year under

review.

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• Reviewed the internal audit reports, which highlighted the audit issues, recommendations and management’s response.

Members of the Audit Committee were briefed on pertinent audit issues through the circulation of the Summary of Pertinent

Issues, which forms an integral part of the agenda papers. The Audit Committee also discussed the management actions

taken to improve the system of internal control based on improvement opportunities identified in the internal audit

reports.

• Recommended to the Board improvement opportunities in internal control, procedures and risk management. The committee,

had in September 2001, initiated a comprehensive risk management programme, assisted by the internal audit department

and the external advisors.

• Reviewed the audited financial statements of the Company prior to submission to the Board for their consideration and

approval. The review was to ensure that the audited financial statements were drawn up in accordance with the provisions

of the Companies Act, 1965 and the applicable approved accounting standards issued by the MASB.

• Reviewed the Company’s compliance in particular the quarterly and year-end financial statements with the Listing

Requirements of the KLSE, MASB and other relevant legal and regulatory requirements.

• Reviewed pertinent issues of the Group which had a significant impact on the results of the Group which included

enhancement and further investment in existing products and services offered, cost rationalisation measures, reorganisation

of business units and human resource development.

• Reviewed the quarterly unaudited financial results announcements before recommending them for the Board’s approval.

The review and discussions were conducted with the Financial Controller.

• Reviewed related party transactions entered into by the Group.

• Reviewed the extent of the Group’s compliance with the provisions set out under Part 2 Guideline BB of the Malaysian Code

on Corporate Governance for the purpose of preparing the Corporate Governance Statement and Statement on Internal

Control pursuant to the KLSE Listing Requirements. Recommended to the Board action plans to address the identified

gaps between the Group’s existing corporate governance practices and the prescribed corporate governance principles and

best practices under the Code.

Internal Audit Function

The internal audit department is independent of the activities or operations of other operating units. The principal role of

the department is to undertake independent regular and systematic reviews of the systems of internal control so as to provide

reasonable assurance that such systems continue to operate satisfactorily and effectively. It is the responsibility of the internal

audit department to provide the Audit Committee with independent and objective review that reports on the state of internal

control of the various operating units within the Group and the extent of compliance with the Group’s established policies and

procedures as well as the relevant statutory requirements.

TERMS OF REFERENCE OF THE AUDIT COMMITTEE

Objectives

The objective of the Audit Committee is to review the adequacy and the integrity of the Company’s internal control systems

and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and

guidelines, as well as:

(a) to oversee the conduct of the Company’s business and to ensure proper management thereof.

(b) to identify principal risks and ensure the implementation of appropriate systems to manage such risks.

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Composition

The Audit Committee shall be appointed by the Directors from among their number (pursuant to a resolution of the Board of

Directors) and the appointment must fulfil the following requirements:

(a) the audit committee must be composed of no fewer than 3 members;

(b) a majority of the audit committee must be independent directors; and

(c) at least one member of the audit committee:

i) must be a member of the Malaysian Institute of Accountants; or

ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience

and - he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act, 1967; or -

he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants

Act, 1967.

The Company must ensure that no alternate director is appointed as a member of the Audit Committee.

The members of the Audit Committee shall elect a Chairman from among their number who shall be an independent director.

In the event of any vacancy in the Audit Committee resulting in the non-compliance of item (a) to (c) above, the vacancy must

be filled within 3 months of that event.

The Board of Directors must review the term of office and performance of the Audit Committee and each of its members at least

once every 3 years to determine whether the Audit Committee and its members have carried out their duties in accordance with

the terms of reference.

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Functions

The functions of the Audit Committee are as follows:

a) review the following and report the same to the Board of Directors:

i) with the external auditors, the audit plan;

ii) with the external auditors, their evaluation of the system of internal controls;

iii) with the external auditors, their audit report;

iv) the assistance given by the Company’s employees to the external auditors;

v) the adequacy of the scope, functions and resources of the internal audit function and that it has the necessary

authority to carry out its work;

vi) the internal audit programme, process, the results of the internal audit programme, processes or investigation

undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;

vii) the quarterly results and year end financial statements, prior to the approval by the Board of Directors, focusing

particularly on:

• changes in or implementation of major accounting policies;

• significant and unusual events; and

• compliance with accounting standards and legal requirements;

viii) any related party transaction and conflict of interest situation that may arise within the Company or Group including

any transaction, procedure or course of conduct that raises questions of management integrity;

ix) any letter of resignation from the external auditors of the Company; and

x) whether there is reason (supported by grounds) to believe that the Company’s external auditors are not suitable for

re-appointment; and

b) recommend the nomination of a person or persons as external auditors.

Rights of the Audit Committee

The Audit Committee shall, wherever necessary and reasonable for the Company to perform all of its duties, in accordance with a

procedure to be determined by the Board of Directors and at the cost of the Company:

(a) have authority to investigate any matter within its terms of reference;

(b) have the resources which are required to perform its duties;

(c) have full and unrestricted access to any information pertaining to the Company;

(d) have direct communication channels with the external auditors and person(s) carrying out the internal audit function

or activity (if any);

(e) be able to obtain independent professional or other advice; and

(f) be able to convene meetings with the external auditors, excluding the attendance of the executive members of the

Company, whenever deemed necessary.

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Meetings

The Audit Committee shall meet at least 4 times with authority to conduct such additional meetings as the Chairman shall decide

in order to fulfil its duties. However, at least once a year the Audit Committee shall meet with the external auditors without

executive Board members present.

In addition, the Chairman may call a meeting of the Audit Committee if a request is made by any committee member, the Company’s

Chief Executive, or the internal or external auditors.

The Company Secretary or other appropriate senior official shall act as secretary of the Audit Committee and shall be responsible,

in consultation with the Chairman, for drawing up the agenda and circulating it, supported by explanatory documentation to

committee members prior to each meeting.

The Secretary shall also be responsible for keeping the minutes of the Audit Committee, and circulating them to committee members

and to the other members of the Board of Directors.

A quorum shall consist of a majority of independent directors.

When invited by the Audit Committee, the Company must ensure that the invited directors and employees attend any particular

audit committee meeting as specified by the committee.

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Paragraph 15.27(b) of the Listing Requirements of the Kuala Lumpur Stock Exchange requires the Board of a listed issuer to include

in its annual report a “statement about the state of internal control of the listed issuer as a group”. The Board of SEGi recognises

its responsibility to ensure that an effective system of internal control, covering its financial and operating activities, is effectively

maintained to safeguard the shareholders’ investments and the Group’s assets. Towards this end, the Board is pleased to provide

the following statement with respect to the state, nature and scope of the internal control of the Group during the year.

Board responsibilities

The Board is ultimately responsible for the Group’s system of internal control and in this respect, has effected several aspects

of internal control covering financial and operational controls, compliance controls as well as risk management. In addition to

setting the control environment for the organisation, the Board also reviews the adequacy and integrity of the aforesaid system.

Notwithstanding this, due to the inherent limitations of any system of internal control, it must be emphasised that the system

of internal control is designed to manage, rather than to eliminate the risks of any failure to achieve the corporate objectives of

the Group. The system of internal control therefore only provides reasonable assurance, rather than absolute assurance, against

material misstatement or loss.

The Board confirms that there is an underlying and ongoing process to identify, evaluate and mitigate significant risks faced by

the Group. To this end, the Board has engaged the assistance of professional advisors to develop and train in-house personnel on

Enterprise Risk Management with the view of developing the risk profile of the Group.

Enterprise Risk Management Framework

The Board with the assistance of the Internal Audit Department and professional advisors, have reviewed the existing risk management

process of an identified business entity within the Group with the aim of formalising the risk framework and profile. The Board

confirms that this will be an on-going process throughout the year with the aim of creating awareness among management and

supervisory staff in identifying and evaluating the risks associated with all the business entities within the Group.

The formalisation of the Enterprise Risk Management framework includes the following:

• Workshop and interviews as well as risk awareness briefings were conducted with directors and operation managers/executives

from a major business entity of the Group. A database of all risks and controls has been created and assessed. A register

of risks has also been compiled to document its risk profile.

• The nomination of key personnel from each business entity of the Group to implement action plans in addressing risk and

control issues.

• The endorsement by the Board of the consolidated risk profile and the action plans of the Group after the review and

recommendation from the Audit Committee. The Board wishes to highlight that a Group-wide risk assessment exercise will

be carried out to formalise a consolidated risk profile for the Group in the next financial year through internal workshops

which are similar to those conducted by professional advisors earlier.

• The internal audit department reports to the Audit Committee every quarterly with regards to the adequacy and integrity

of the Group’s system of internal control and measures taken by management to address all significant risk and control

issues. The process of identifying, evaluating and mitigating risks are embodied in the Risk Management Policy that was

formally endorsed by the Board on 10 October 2001.

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Internal Audit Function

In accordance to the Code, Part 2-Best Practice Provision BB VII &VIII, the Board has established an internal audit function,

which is independent of its operation with adequate staff to provide constant review regarding the adequacy and integrity of its

system of internal control.

The internal audit function adopts a risk-based audit approach in the review of the internal control activities of the respective

business entities of the Group. This is reported to the Audit Committee on a quarterly basis. In this respect, the internal audit

function reviews the Group’s activities based on an approved audit plan presented to the Audit Committee. The audit plan is

developed based on the risk profile of the business entities of the Group in accordance to the risk policy as approved by the Board.

The Audit Committee reviews the risk monitoring and compliance procedures to ensure that they obtain the necessary level of

assurance with respect to the adequacy of the internal controls as required by the Board. The Audit Committee presents its findings

to the Board accordingly.

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Financial Highlights 2002

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Financial Statements for the year ended 31 December 2002

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Directors’ report for the year ended 31 December 2002 The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for

the year ended 31 December 2002.

Principal activities

The principal activities of the Company comprise investment holding and the provision of management consultancy services and

business advisory services. The principal activities of its subsidiary companies are described in Note 27 to the financial statements.

There has been no significant change in the nature of the activities of the Company and its subsidiaries during the financial year.

Results Group Company RM’000 RM’000Net profit for the year 5,104 3,775

==== ====

Reserves and provisions

There were no material transfers to or from reserves and provisions during the year except as disclosed in the financial

statements.

Dividends

Since the end of the previous financial year, the Company made the payment of a first and final dividend of 6 sen per share less tax

at 28% totalling RM3,418,319 in respect of the year ended 31 December 2001 on 30 July 2002.

The Directors recommend the payment of a final dividend of 7 sen per share less tax at 28% totalling RM3,988,291 in respect of the

year ended 31 December 2002 based on the issued and paid-up capital of 79,132,755 ordinary shares of RM1.00 each.

Directors of the Company

Directors who served since the date of the last report are:

Director AlternateSenator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub Hj. Mohd Razi bin Yaacob


Clement Hii Chii Kok @ Hii Chee Kok

Kee Lian Yong

Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas Kee E-Lene (resigned on 10.5.2002)



Dato’ Pahamin A. Rajab (appointed on 27.8.2002)

Datin Fadzilah bte Saad (appointed on 27.8.2002)

Tan Sri Dato’ (Dr) Abdullah bin Mohd Salleh (resigned on 27.8.2002)

Dato’ Shamsir bin Omar (resigned on 27.8.2002)

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Directors’ report for the year ended 31 December 2002 The Directors holding office at the end of the financial year who had beneficial interest in the ordinary shares of the Company and

of its related corporations during the financial year ended 31 December 2002, as recorded in the Register of Directors’ Shareholdings

kept by the Company under Section 134 of the Companies Act, 1965, are as follows:

Number of ordinary shares of RM1.00 each Balance at 1.1.2002/ Balance at Name Date of appointment Bought Sold 31.12.2002Direct interest:

Senator Tan Sri Dato’ Seri

(Dr) Abdullah bin Ayub 11,200 - - 11,200

Clement Hii Chii Kok @ Hii Chee Kok 556,000 50,000 - 606,000

Dato’ Seri Megat Najmuddin

bin Datuk Seri Dr Haji Megat Khas 101,297 - 101,000 297

Indirect interest:

Senator Tan Sri Dato’ Seri

(Dr) Abdullah bin Ayub 19,337,478 - 50,000 19,287,478+

Dr Patrick Teoh Seng Foo 24,755,025 - - 24,755,025#

Hj. Mohd Razi bin Yaacob 15,276,865 - 50,000 15,226,865^

Dato’ Pahamin A. Rajab 15,226,865 - - 15,226,865^

Datin Fadzilah bte Saad 15,226,865 - - 15,226,865^

# Deemed interest held through Kumpulan Emas Berhad

+ Deemed interest held through Koperasi Pegawai-Pegawai Melayu Malaysia Berhad and Ladang MOCCIS Sdn. Bhd.

^ Deemed interest held through Koperasi Pegawai-Pegawai Melayu Malaysia Berhad

By virtue of their interests in the shares of the Company, the above Directors are also deemed to have interests in the shares of all

its subsidiaries to the extent the Company has an interest.

None of the other Directors holding office at 31 December 2002 had any interest in the ordinary shares of the Company and of its

related corporations during the year.

Directors’ benefits

Dr Patrick Teoh Seng Foo has interest in companies which traded with certain companies in the Group in the ordinary course of

business either as landlord of office space or provider of services.

Other than the above, since the end of the previous financial year, no Director of the Company has received or become entitled

to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by

Directors as shown in the financial statements or the fixed salary of a full time employee of the Company or of related companies/

corporations) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the

Director is a member, or with a company in which the Director has a substantial financial interest.

There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the Company

to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate, other than

as stated in this report.

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Issue of shares

During the financial year, the Company issued 5,000 new ordinary shares of RM1.00 each under the Employees’ Share Option Scheme

(“ESOS”), at the option price of RM1.40 per share.

Options granted over unissued shares and debentures

No options were granted to any person to take up unissued shares or debentures of the Company during the year apart from the

issue of options pursuant to the Employees Shares Option Scheme (“ESOS”).

At an extraordinary general meeting held on 15 November 2001, the Company’s shareholders approved the establishment of an

ESOS of not more than 10% of the issued share capital of the Company at any one time at the point of granting of the options to

Executive Directors and eligible employees of the Group.

The options offered and the option price are as follows:

Number of options over ordinary shares of RM1 each Date of Option Balance at Balance at offer price 1.1.2002 Granted Exercised 31.12.2002

5.2.2002 RM1.40 - 2,718,000 5,000 2,713,000

The external auditors have verified the allocation of options granted during the financial year.

The salient features of the scheme are as follows:

i) Eligible persons are full time employees or any Executive Directors who are citizens or residents of Malaysia and employed

by a member of the Company or its subsidiaries (“SEG Group”) for a continuous period of at least one (1) year and whose

service of employment has been confirmed in writing as at the date of offer. In addition, where an employee is serving under

a fixed term of employment contract, the contract must be for a duration of at least three (3) years and whose service of

employment has been confirmed in writing.

ii) As at the date of offer, employees must not participate or have not been offered options(s) under any other ESOS implemented

by any other member of the SEG Group which is in force for the time being.

iii) The option is personal to the grantee and is non-assignable.

iv) The options granted may be exercised at any time within a period of five years from the date of offer of the option or such

shorter period as may be specifically stated in the offer upon giving notice in writing.

v) The options granted may be exercised in full or in lesser number of ordinary shares provided that the number shall be in

multiples of 1,000 shares.

iv) The option price shall be determined at a discount of not more than 10% from the five (5)-day weighted average market

price of the Company’s ordinary shares (“SEG Shares”) immediately preceding the date of the offer of the option or at par

value of SEG Shares, whichever is higher.

Directors’ report for the year ended 31 December 2002 (Continued)

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Other statutory information

Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain

that:

i) all known bad debts have been written off and adequate provision made for doubtful debts, and

ii) all current assets have been stated at the lower of cost and net realisable value.

At the date of this report, the Directors are not aware of any circumstances:

i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group

and in the Company inadequate to any substantial extent, or

ii) that would render the value attributed to the current assets in the Group and in the Company financial statements misleading,

or

iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the

Company misleading or inappropriate, or

iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial

statements of the Group and of the Company misleading.

At the date of this report there does not exist:

i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which secures

the liabilities of any other person, or

ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.

No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable

within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially

affect the ability of the Group and of the Company to meet their obligations as and when they fall due.

In the opinion of the Directors, except as disclosed in the financial statements, the results of the operations of the Group and of the

Company for the financial year ended 31 December 2002 have not been substantially affected by any item, transaction or event of

a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial

year and the date of this report.

Auditors

The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.

Signed in accordance with a resolution of the Directors:




Date: 25 April 2003

Directors’ report for the year ended 31 December 2002 (Continued)

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Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965

In the opinion of the Directors, the financial statements set out on pages 80 to 112, are drawn up in accordance with applicable

approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company

at 31 December 2002 and of the results of their operations and cash flows for the year ended on that date.

Signed in accordance with a resolution of the Directors:




Date: 25 April 2003

I, Kee Lian Yong, the Director primarily responsible for the financial management of SEG International Bhd., do solemnly and sincerely

declare that the financial statements set out on pages 80 to 112 are, to the best of my knowledge and belief, correct and I make

this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations

Act, 1960.

Subscribed and solemnly declared by the abovenamed in Subang Jaya, Selangor on 25 April 2003.

Kee Lian Yong

Before me: Choy Yee Cheong (P.P.N.) No.B083

Commissioner for Oaths

Statutory Declaration pursuant to Section 169(16) of the Companies Act, 1965

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Report of the auditors to the members of SEG International Bhd.We have audited the financial statements set out on pages 80 to112. The preparation of the financial statements is the responsibility

of the Company’s Directors. Our responsibility is to express an opinion on the financial statements based on our audit.

We conducted our audit in accordance with approved Standards on Auditing in Malaysia. These standards require that we plan and

perform the audit to obtain all the information and explanations which we consider necessary to provide us with evidence to give

reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a test basis,

evidence relevant to the amounts and disclosures in the financial statements. An audit also includes an assessment of the accounting

principles used and significant estimates made by the Directors as well as evaluating the overall adequacy of the presentation of

information in the financial statements. We believe our audit provides a reasonable basis for our opinion.

In our opinion:

(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable

approved accounting standards in Malaysia so as to give a true and fair view of:

i) the state of affairs of the Group and of the Company at 31 December 2002 and the results of their operations and cash

flows for the year ended on that date; and

ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the

Group and of the Company; and

(b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the Company and the

subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the said Act.

The subsidiaries in respect of which we have not acted as auditors are identified in Note 27 to the financial statements and we have

considered their financial statements and the auditors’ reports thereon.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements

are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we

have received satisfactory information and explanations required by us for those purposes.

The audit reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any

comment made under subsection (3) of Section 174 of the Act.

KPMG Firm Number: AF 0758

Chartered Accountants

Hew Lee Lam SangPartner

Approval Number: 1862/10/03(J)

Kuala Lumpur,

Date: 25 April 2003

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Group Company Note 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000

Property, plant and equipment 2 112,552 108,872 35,447 35,451

Investment in subsidiaries 3 - - 71,820 71,645

Investment in associates 4 3,587 3,600 - -

Other investments 5 7,013 57 4,000 -

Intangible assets 6 32,546 34,831 - -

_______ _______ _______ _______

155,698 147,360 111,267 107,096

Current assets

Inventories 7 236 302 - -

Trade and other receivables 8 34,210 15,383 37,663 10,921

Cash and cash equivalents 9 20,691 5,785 9,304 576

55,137 21,470 46,967 11,497

Current liabilities

Other payables 10 17,902 15,171 2,309 3,083

Borrowings 11 7,767 9,318 117 108

Taxation 5,247 4,212 247 317

30,916 28,701 2,673 3,508

Net current assets /(liabilities) 24,221 (7,231) 44,294 7,989

_______ _______ _______ _______

179,919 140,129 155,561 115,085

====== ====== ====== ======

Financed by:

Capital and reserves Share capital 12 79,133 79,128 79,133 79,128

Reserves 13 41,433 39,745 35,488 35,129

________ ________ _______ _______

120,566 118,873 114,621 114,257

Minority shareholders’ interests 14 3,152 1,087 - -

Long term and deferred liabilities

Borrowings 11 54,048 19,075 40,329 380

Deferred taxation 2,153 1,094 611 448

56,201 20,169 40,940 828

_______ _______ _______ _______

179,919 140,129 155,561 115,085

====== ====== ====== ======

The financial statements were approved and authorised for issue by the Board of Directors on 25 April 2003.

The notes set out on pages 86 to 112 form an integral part of, and, should be read in conjunction with, these financial

statements.

Balance sheets at 31 December 2002

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Income statements for the year ended 31 December 2002 Group Company Note 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000

Revenue - services 80,580 55,910 5,109 4,842

Cost of services (26,274) (23,472) (1,889) (2,251)

______ ______ _____ _____

Gross profit 54,306 32,438 3,220 2,591

Distribution costs (3,254) (4,128) (328) (223)

Administration expenses (27,792) (11,990) (2,149) (1,792)

Other operating expenses (10,162) (10,789) (1,965) (1,505)

Other operating income

- Exceptional item 15 - 3,250 - -

- Others 3,086 4,018 6,604 6,568

______ ______ _____ _____

Operating profit 16 16,184 12,799 5,382 5,639

Financing costs 18 (3,507) (1,732) (191) (43)

Interest income 82 118 782 283

Share of loss of associate (13) (18) - -

______ ______ ______ ______

Profit before tax 12,746 11,167 5,973 5,879

Tax expense 19 (6,026) (3,297) (2,198) (1,701)

______ ______ ______ ______

Profit after taxation 6,720 7,870 3,775 4,178

Less: Minority interests (1,616) (649) - -

______ ______ ______ ______

Net profit for the year 5,104 7,221 3,775 4,178

===== ===== ===== =====

Basic earnings per ordinary share (sen) 20 6.45 9.46

===== =====

Dividends per ordinary share – (sen) 21 7 6

===== =====


statements.

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Non- Distributable Distributable Share Share Revaluation Retained Note capital premium reserve profits TotalGroup RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2001 19,000 543 2,992 12,446 34,981

Net profit for the year - - - 7,221 7,221

Bonus issue 7,600 (543) - (7,057) -

Issue of shares for acquisitions 52,528 24,827 - - 77,355

Transfer from revaluation

reserves - - 58 (58) -

Dividend - 2000 second interim 21 - - - (684) (684)

______ ______ ______ ______ _______

At 31 December 2001 79,128 24,827 3,050 11,868 118,873


Issue of shares under ESOS 5 2 - - 7

Dividend 21 - - - (3,418) (3,418)

______ ______ ______ ______ _______

At 31 December 2002 79,133 24,829 3,050 13,554 120,566

===== ===== ===== ===== ======

Note 12

Non- Distributable Distributable Share Share Revaluation Retained Note capital premium reserve profits TotalCompany RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2001 19,000 543 2,555 11,310 33,408


Bonus issue 7,600 (543) - (7,057) -

Issue of shares for acquisitions 52,528 24,827 - - 77,355

Transfer from revaluation

reserves - - 58 (58) -

Dividend - 2000 second interim 21 - - - (684) (684)

______ ______ ______ ______ _______

At 31 December 2001 79,128 24,827 2,613 7,689 114,257


Issue of shares under ESOS 5 2 - - 7

Dividend - 2001 final 21 - - - (3,418) (3,418)

______ ______ ______ ______ _______

At 31 December 2002 79,133 24,829 2,613 8,046 114,621

===== ===== ===== ===== ======

Note 12


statements.

Statement of changes in equity for the yearended 31 December 2002

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Group Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000Cash flows from operating activities

Profit before taxation and extraordinary item 12,746 11,167 5,973 5,879

Adjustments for:

Amortisation of preliminary and pre-operating expenses - 2 - -

Amortisation of goodwill 1,284 1,220 - -

Amortisation of development costs 980 - - -

Bad debts written off - 33 - 15

Bad debts written back - (43) - -

Depreciation 5,121 4,601 894 802

Dividend income (2) (2) (6,329) (6,380)

Interest expense 3,507 1,732 191 43

Interest income (82) (118) (782) (283)

Gain on sale of investment - (107) - -

Gain on disposal of property, plant and equipment (76) (72) - -

Property, plant and equipment written off 333 3 103 -

Share of partnership loss 16 11 - -

Share of loss in associate 13 18 - -

Development costs written off 40 - - -

______ ______ ______ ______

Operating profit before working capital changes 23,880 18,445 50 76

(Increase)/Decrease in working capital:

Inventories 66 (21) - -

Trade and other receivables (20,535) (3,156) (21,236) (6,493)

Other payables 2,735 (11,168) (723) 2,090

______ ______ ______ ______

Cash generated from/(used in) operations 6,146 4,100 (21,909) (4,327)

Income taxes paid (4,199) (1,745) (333) (112)

Interest paid (3,507) (1,732) (191) (43)

Interest received (operating only) 82 118 782 283 ______ ______ ______ ______

Net cash (used in)/generated from operating activities (1,478) 741 (21,651) (4,199) ------- ------- ------- -------

Cash flow statements for the year ended 31 December 2002

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Group Company 2002 2001 2002 2001 Note RM’000 RM’000 RM’000 RM’000

Cash flows from investing activities Acquisition of subsidiaries, net of cash acquired - (3,482) - -

Dividends received - - - 4,594

Corporate exercise expenses - (1,437) - (1,437)

Proceeds from sale of subsidiary - 187 - -

Proceeds from disposal of property, plant and equipment 319 239 - 84

Purchase of property, plant and equipment (i) (8,226) (14,734) (843) (1,004)

Purchase of subsidiaries - - (175) (16)

Development expenditure incurred (19) (1,259) - -

______ ______ ______ ______

Net cash (used in)/ generated from investing activities (7,926) (20,486) (1,018) 2,221

------- ------- ------- -------

Cash flows from financing activities Dividend paid (3,418) (684) (3,418) (684)

Payment of finance lease/hire purchase liabilities (1,262) (1,036) (192) (122)

Repayment of term loans (4,962) (4,534) - -

Increase in deposits pledged (6) (6) - -

Proceeds from term loans 38,144 17,912 35,000 -

Proceeds from issuance of shares 457 - 7 -

Net cash generated from/(used in) ______ ______ ______ ______

financing activities 28,953 11,652 31,397 (806)

------- ------- ------- -------

Net increase /(decrease) in cash and cash equivalents 19,549 (8,093) 8,728 (2,784)

Cash and cash equivalents at beginning of year (1,598) 6,495 576 3,360

______ ______ ______ ______

Cash and cash equivalents at end of year (ii) 17,951 (1,598) 9,304 576

===== ===== ===== =====

(i) Purchase of property, plant and equipment

During the year, the Group and the Company acquired property, plant and equipment with an aggregate cost of RM9,377,000

(2001 - RM29,605,000) and RM993,000 (2001 - RM14,542,000), respectively, of which RM1,151,000 (2001 - RM675,000) and

RM150,000 (2001 - RM1,871,000), respectively, were acquired by means of finance leases/hire purchases.

Cash flow statements for the yearended 31 December 2002 (continued)

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ii) Cash and cash equivalents

Cash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:

Group Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000

Cash and bank balances 4,991 4,718 1,290 576

Deposits with licensed banks 15,700 1,067 8,014 -

Bank overdrafts (2,565) (7,214) - -

______ _____ _____ _____

18,126 (1,429) 9,304 576

Fixed deposits pledged to banks (175) (169) - -

______ _____ _____ _____

17,951 (1,598) 9,304 576

===== ===== ===== =====


statements.

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1. Summary of significant accounting policies

The following accounting policies are adopted by the Group and the Company and are consistent with those adopted in previous

years except for the adoption of the following:

(i) MASB 19, Events After Balance Sheet Date (Note 29) whereby the comparative figures have been restated to reflect the impact of the non-recognition of dividends proposed after the balance sheet date.

(ii) MASB 20, Provisions, Contingent Liabilities and Contingent Assets is applied retrospectively. There is no material impact on the financial statements;

(iii) MASB 23, Impairment of Assets which is applied prospectively. The restatement of comparative figures and prior year adjustment are therefore not presented; and

(iv) MASB 24, Financial Instruments: Disclosure and Presentation which has been adopted prospectively.

(a) Basis of accounting

The financial statements of the Group and of the Company are prepared in compliance with applicable approved accounting standards in Malaysia.

(b) Basis of consolidation

Subsidiaries are those enterprises controlled by the Company. Control exists when the Company has the power, directly or indirectly to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control effectively commences until the date that control effectively ceases. Subsidiaries are consolidated using the acquisition method of accounting.

Under the acquisition method of accounting, the results of subsidiaries acquired or disposed of during the year are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiaries’ net assets are determined and these values are reflected in the Group financial statements. The difference between the acquisition cost and the fair values of the subsidiaries’ net assets is reflected as goodwill or reserve on consolidation as appropriate.

Intragroup transactions and balances and the resulting unrealised profits are eliminated on consolidation. Unrealised losses resulting from intragroup transactions are also eliminated unless cost cannot be recovered.

(c) Associates

Associates are those enterprises in which the Group has significant influence, but not control, over the financial and operating policies.

The consolidated financial statements include the total recognised gains and losses of associates on an equity accounted basis from the date that significant influence effectively commences until the date that significant influence effectively ceases.

Unrealised profits arising on transactions between the Group and its associates which are included in the carrying amount of the related assets and liabilities are eliminated partially to the extent of the Group’s interests in the associates. Unrealised losses on such transactions are also eliminated partially unless cost cannot be recovered.

Goodwill on acquisition is calculated based on the fair value of net assets acquired.

Notes to the financial statements

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(d) Property, plant and equipment

i) Owned assets

Property, plant and equipment except for freehold land are stated at cost less accumulated depreciation and accumulated impairment losses.

It is the Group’s policy to state property, plant and equipment at cost.

Property, plant and equipment retired from active use and held for disposal are stated at the lower of net book value and net realisable value.

ii) Leased assets

Leases in which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Assets acquired by way of finance leases are stated at amounts equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses.

In calculating the present value of the minimum lease payments, the discount rate is the interest rate implicit in the lease, if this is practicable to determine; if not, the Group’s incremental borrowing rate is used.

iii) Assets under hire purchase

Property, plant and equipment financed by hire purchase agreements are capitalized at cost. The interest element of the hire purchase instalments is charged to income statement over the period of the agreement and accounted for on a straight line method.

(e) Impairment

The carrying amount of the Group’s assets, other than inventories and financial assets (other than investments in subsidiaries, associates and joint ventures), are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or the cash-generating unit to which it belongs exceeds its recoverable amount. Impairment losses are recognised in the income statement, unless the asset is carried at a revalued amount, in which case the impairment loss is charged to equity.

The recoverable amount is the greater of the asset’s net selling price and its value in use. In assessing value in use, estimated

future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss in respect of goodwill is not reversed unless the loss was caused by a specific external event of an exceptional nature that is not expected to recur and subsequent external events have occurred that reverse the effect of that event.

In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have determined, net of depreciation or amortisation, if no impairment loss has been recognised. The reversal is recognised in the income statement, unless it reverses an impairment loss on a revalued asset, in which case it is taken to equity.

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(f) Depreciation

Freehold land and leasehold buildings under construction are not amortised. Leasehold land is amortised in equal instalments over the period of the respective leases which range from sixty to ninety-nine years while buildings are depreciated on a straight line basis over the shorter of 50 years or the lease period. Other fixed assets are depreciated on a straight-line basis to write off the cost of the assets over the term of their estimated useful lives.

The principal annual rates of depreciation used are as follows:

Computer hardware and software 20% - 25% Motor vehicles 20% Plant and equipment 10% - 25% Furniture, fittings and office equipment 10% - 33.33% Library books and manual 10% - 33.33% Capital work in progress is not depreciated until it is completed and in use in the operation.

(g) Investments

Long term investments are stated at cost. An allowance is made when the Directors are of the view that there is a diminution in their value which is other than temporary.

(h) Intangible assets

Goodwill

Goodwill represents the excess of the cost of acquisition over the fair values of the net identifiable assets acquired and is stated at cost less accumulated amortisation and accumulated impairment losses.

Goodwill is amortised from the date of initial recognition over its estimated useful life of not more than 25 years.

In respect of associates entities, the carrying amount of goodwill is included in the carrying amount of the investment in the associate.

Development expenditure

Development expenditure consists of direct costs net of income of trial courses to develop new curriculum to be submitted to the Ministry of Education and Lembaga Akreditasi Negara for approval and direct cost related to the development of educational courses.

The development expenditure relating to approved courses is amortised over the shorter of the period in which the related benefits are to be realised or 5 years.

(i) Inventories

Inventories are valued at the lower of cost and net realisable value and are determined on a first-in-first-out basis.

(j) Trade and other receivables

Trade and other receivables are stated at cost less allowance for doubtful debts.


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(k) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in value. For the purpose of the cash flow statement, cash and cash equivalents are presented net of bank overdrafts and pledged deposits.

(l) Liabilities

Borrowings and other payables are stated at cost.

(m) Taxation

The tax expense in the income statement represents taxation at current tax rates based on profit earned during the year.

Deferred taxation is provided on the liability method for all timing differences except where no liability is expected to arise in the foreseeable future and there are no indications the timing differences will reverse thereafter. Deferred tax benefits are only recognised where there is a reasonable expectation of realisation in the near future.

(n) Revenue

Goods sold and services rendered

The revenue of the Group comprises tuition, lecture and examination fees received, sales of books, manuals and other training materials and accessories and rental.

The revenue of the Company comprises management fees and rental.

Revenue from course fee is recognised over the period of the course.

(o) Dividend income

Dividend income is recognised when the right to receive payment is established. (p) Interest income

Interest income is recognised in the income statement as it accrues, taking into account the effective yield on the asset.

(q) Expenses

i) Operating lease payments

Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease.

ii) Financing costs All interest and other costs incurred in connection with borrowings are expensed as incurred. The interest component

of finance lease payments is recognised in the income statement so as to give a constant periodic rate of interest on the outstanding liability at the end of each accounting period.

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2. Property, plant and equipment Apartments, Furniture, Freehold leasehold Computer fittings Library Capital Group land and land and software and Motor Plant and and office books and work-in- buildings buildings hardware vehicles equipment equipment manuals progress Total Cost/Valuation RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Opening balance 17,594 37,258 9,312 1,475 2,240 23,657 2,155 35,649 129,340

Additions 2,000 - 1,343 747 6 4,897 185 199 9,377

Disposals - - (34) (243) (9) (228) (6) - (520)

Write off - - (23) (137) - (840) (63) - (1,063)

Transfer - 53 - - - - - (53) -

_______ ___________________________________________________________________ _____ ________

Closing balance 19,594 37,311 10,598 1,842 2,237 27,486 2,271 35,795 137,134

====== ============= =============================================== === =======

Representing items at:

Cost 5,893 37,181 10,598 1,842 2,237 27,486 2,271 35,795 123,303

Directors’ valuation - 1993 13,701 130 - - - - - - 13,831

_______ ___________________________________________________________________ _____ ________

19,594 37,311 10,598 1,842 2,237 27,486 2,271 35,795 137,134

====== ============= =============================================== === =======

Accumulated Depreciation

Opening balance 1,008 1,334 6,121 480 1,239 9,192 1,094 - 20,468

Charge for the year 167 505 1,466 312 276 2,111 284 - 5,121

Disposals - - (9) (164) (5) (96) (3) - (277)

Write off - - (23) (34) - (610) (63) - (730)

_______ ___________________________________________________________________ _____ ________

Closing balance 1,175 1,839 7,555 594 1,510 10,597 1,312 - 24,582

====== ============= =============================================== === =======

Net Book Value

At 31 December 2002 18,419 35,472 3,043 1,248 727 16,889 959 35,795 112,552

====== ============= =============================================== === =======

At 31 December 2001 16,586 35,924 3,191 995 1,001 14,465 1,061 35,649 108,872

====== ============= =============================================== === =======

Depreciation charge for the

year ended 31 December

2001 150 412 1,277 203 394 1,962 203 - 4,601

====== ============= =============================================== === =======


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2. Property, plant and equipment (continued)

Apartments, Furniture, Freehold leasehold Computer fittings Library Capital Company land and land and software and Motor and office books and work-in buildings buildings hardware vehicles equipment manuals progress Total Cost/valuation RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Opening balance 13,794 21,504 1,455 675 838 3 53 38,322

Additions - - 84 310 599 - - 993

Write off - - - (137) - - - (137)

Transfer - 53 - - - - (53) -

_______ ___________________________________________________________________ _____ ________

Closing Balance 13,794 21,557 1,539 848 1,437 3 - 39,178

====== ============= =============================================== === =======

Representing items at:

Cost 3,893 21,427 1,539 848 1,437 3 - 29,147

Directors’ valuation - 1993 9,901 130 - - - - - 10,031

_______ ___________________________________________________________________ _____ ________

At 31 December 2002 13,794 21,557 1,539 848 1,437 3 - 39,178

====== ============= =============================================== === =======

Accumulated depreciation Opening balance 836 715 1,130 65 122 3 - 2,871

Charge for the year 125 259 236 153 121 - - 894

Write off - - - (34) - - - (34)

_______ ___________________________________________________________________ _____ ________

Closing balance 961 974 1,366 184 243 3 - 3,731

====== ============= =============================================== === =======

Net book value At 31 December 2002 12,833 20,583 173 664 1,194 - - 35,447

====== ============= =============================================== === =======

At 31 December 2001 12,958 20,789 325 610 716 - 53 35,451

====== ============= =============================================== === =======

Depreciation charge for the year

ended 31 December 2001 125 259 298 69 50 1 - 802

====== ============= =============================================== === =======

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i) Revaluation

It is the Group’s policy to state property, plant and equipment at cost.

The Group’s certain freehold land and buildings are stated at Directors’ valuation based on a professional valuation on open market basis conducted in December 1993. The surplus arising on revaluation has been taken to revaluation reserve.

In accordance with the transitional provisions issued by the Malaysian Accounting Standard Board (“MASB”) on the adoption of International Accounting Standards (“IAS”) No. 16 (Revised) on “Property, Plant and Equipment”, the valuations of these assets have not been updated and they continue to be stated at their existing carrying amounts less accumulated depreciation.

The Directors are of the opinion that the current market values of the revalued properties are not less than their net book values as at 31 December 2002.

Had the land and buildings been carried at historical cost less accumulated depreciation, the carrying amount of the revalued assets that would have been included in the financial statements at the end of the year are as follows:


Freehold land and buildings 9,575 9,656 6,410 6,469 Apartments 104 107 104 107 _____ _____ _____ _____ 9,679 9,763 6,514 6,576 ==== ==== ==== ====

ii) Security

Certain freehold land and buildings are charged to banks as security for borrowings (see Note 11) granted to the Company and subsidiaries.

iii) Assets under hire purchase and leases

The net book value of property, plant and equipment as at the year end held under hire purchase and lease agreements of the Group and of the Company amounted to RM3,052,000 (2001 - RM2,660,000) and RM575,000 (2001 – RM610,577) respectively.

iv) Capital work-in progress

The capital work-in progress consists mainly of properties in a commercial complex under development.

3. Investment in subsidiaries

Company 2002 2001 RM’000 RM’000

Unquoted shares at cost 71,820 71,645 ===== =====

The details of the subsidiaries are disclosed in Note 27 to the financial statements.


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4. Investments in associates Group 2002 2001 RM’000 RM’000

Unquoted shares 3,640 3,640 Share of post-acquisition reserves (53) (40) ______ ______ 3,587 3,600 ===== ===== Represented by: Group’s share of net assets other than goodwill 246 259

Goodwill on acquisition 3,341 3,341 ______ ______ 3,587 3,600 ===== ===== Amortisation of goodwill on acquisition has not commenced as the associate has not commence its operation in property development. Amortisation will commence upon the commencement of its operations. The associates of the Group are as follows:

Effective Principal Ownership Country Activities Interest 2002 2001 % %

Palm Leisure Sdn. Bhd. Malaysia Property development 30 30

Upward Portfolio Sdn. Bhd. Malaysia Provision of educational 39.45 39.45

services

5. Other investments Group Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 Long term Quoted unit trusts stock 35 33 - - Quoted shares – at cost 2,970 - - - Unquoted shares - at cost 8 24 - - Unquoted bonds - at cost 4,000 - 4,000 - _____ ____ _____ _____ 7,013 57 4,000 - ===== ==== ==== ===== Market value Quoted unit trusts stock 32 32 - - Quoted shares 1,204 - - - ===== ==== ==== =====

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6. Intangible assets Development Group Goodwill costs Total Cost RM’000 RM’000 RM’000 Opening balance 32,008 4,895 36,903 Additions - internally developed - 19 19 Development costs written off - (40) (40) ______ ______ _______ Closing balance 32,008 4,874 36,882 ===== ==== ======

Accumulated amortisation Opening balance 2,072 - 2,072 Amortisation charge for the year 1,284 980 2,264 ______ ______ _______ Closing balance 3,356 980 4,336 ===== ==== ======

Net book value At 31 December 2002 28,652 3,894 32,546 ===== ==== ====== At 31 December 2001 29,936 4,895 34,831 ===== ==== ====== Development expenditure is arrived at after charging: 2002 2001 RM’000 RM’000 Depreciation - 816 Interest expenses - 5 Rental of equipment - 6 Rental of premises - 388 Staff costs - 1,586 ==== ====

7. Inventories

Inventories comprise text books and manuals.


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8. Trade and other receivables


Trade receivables 20,632 889 - - Other receivables 13,578 11,244 3,155 784 Profit guarantee receivable - 3,250 - - Subsidiaries - - 34,508 10,137 ______ ______ ______ _______ 34,210 15,383 37,663 10,921 ====== ===== ===== =====

The amounts due from subsidiaries are unsecured, interest free and have no fixed terms of repayment except interest of 8.5%

(2001 – Nil) per annum will be charged on advances to certain subsidiaries amounting to RM18,926,000 (2001 – Nil)

Included in the Group’s other receivables are related party balances of RM2,563,000 (2001 - RM3,034,000), RM118,000 (2001 – RM302,000) and RM915,000 (2001 - RM959,000) due from the Meda Group of Companies, Tomisho Group of Companies and Kumpulan Emas Group of Companies, respectively (refer Note 24).

Included in the Company’s other receivables are related party balances of RM17,000 (2001 – Nil), RM8,000 (2001 - Nil) and RM118,000 (2001 - Nil) due from the Kumpulan Emas Group of Companies, Meda Group of Companies and Tomisho Group of Companies, respectively (refer Note 24).

9. Cash and cash equivalents Group Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000

Cash and bank balances 4,991 4,718 1,290 576 Deposits with licensed banks 15,700 1,067 8,014 - _____ _____ _____ _____ 20,691 5,785 9,304 576 ==== ==== ==== ====

Fixed deposits in the Group of RM175,000 (2001 - RM169,000) have been pledged to financial institutions for banking facilities extended to certain subsidiaries in the ordinary course of business. (Note 11).

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10. Other payables Group Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000

Other payables and accrued expenses 17,902 14,942 1,671 850 Subsidiaries - - 638 2,233 Amount due to a Director - 229 - - ______ _____ _____ _____ 17,902 15,171 2,309 3,083 ===== ===== ==== ====

Included in other payables and accrued expenses of Group is an amount of RM2,776,000 (2001 - RM1,502,000) which represents

fees received in advance.

Include in other payables are related party balances of RM147,000 (2001 – RM166,000) and RM819,000 (2001 – RM2,456,000)

due to the Meda Group of Companies and Kumpulan Emas Group of Companies, respectively (refer Note 24).

11. Borrowings Group Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 Current Term loans - secured 4,206 1,027 - - Overdrafts - secured 2,236 6,040 - - - unsecured 329 1,174 - - Hire purchase and finance lease liabilities 996 1,077 117 108 ______ ______ ______ _____ 7,767 9,318 117 108 ===== ===== ===== ==== Non-current Long term loans - secured 12,811 18,070 - - - unsecured 40,000 - 40,000 - Hire purchase and finance lease liabilities 1,237 1,005 329 380 ______ ______ ______ _____ 54,048 19,075 40,329 380 ===== ===== ===== ====


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11. Borrowings (Continued) The bank overdraft and term loan facilities of the subsidiary companies are subject to interest rates ranging from 7.4% to 8.8%

(2001 - 8.3% to 9.8%) per annum.

Terms and debts repayment schedule Under 1 - 2 2 - 5 Over 5 Total 1 year years years years RM’000 RM’000 RM’000 RM’000 RM’000 Group

Unsecured term loans - fixed 8.5% (2001 - Nil) 40,000 - - 40,000 - Secured term loans - variable at 8.2% to 10.4% (2001 - 8.8%) 17,017 4,206 5,487 6,944 380 Secured overdrafts - variable at 7.4% to 7.9% (2001 - 8.3% to 9.8%) 2,236 2,236 - - - Unsecured overdrafts - variable at 7.4% to 7.9% (2001 – 8.3% to 9.8%) 329 329 - - - Hire purchase and finance lease liabilities - fixed at 4.65% to 6.90% 2,233 996 722 515 - ====== ======================================== Company

Unsecured term loan - - fixed at 8.5% (2001 - Nil) 40,000 - - 40,000 - Hire purchase and finance lease liabilities - fixed at 4.65% to 5.75% 446 117 117 212 - ====== ========================================

The secured term loans and overdraft facilities are secured by fixed charges over freehold and long term leasehold land and buildings of the Company and subsidiaries with net book value of RM22,467,000 (2001 - RM20,698,000) and building in progress of subsidiaries with cost of RM35,135,000 (2001 - RM35,135,000) and fixed deposits of RM175,000 (2001 - RM169,000).

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11. Borrowings (Continued) Hire purchase and lease liabilities

Hire purchase and lease liabilities are payable as follows:

Gross Interest Principal Gross Interest Principal 2002 2002 2002 2001 2001 2001 Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Less than one year 1,123 (127) 996 1,225 (148) 1,077 Between one and five years 1,480 (243) 1,237 1,235 (230) 1,005 __________ ______________________ ______ _______________________ 2,603 (370) 2,233 2,460 (378) 2,082 ========= =================== ===== ===================== Company Less than one year 145 (28) 117 135 (27) 108 Between one and five years 408 (79) 329 473 (93) 380 __________ ______________________ ______ _______________________ 553 (107) 446 608 (120) 488 ========= =================== ===== =====================

12. Share capital Group and Company 2002 2001 Ordinary shares of RM1.00 each RM’000 RM’000

Authorised Opening balance 100,000 20,000 Increased during the year - 80,000 _______ _______ Closing balance 100,000 100,000 ====== ====== Issued and fully paid Opening balance 79,128 19,000 Issuance of bonus shares - 7,600 Issuance of shares for acquisitions of companies and buildings - 52,528 Issuance of shares under ESOS 5 - _______ _______ Closing balance 79,133 79,128 ====== ======


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13. Reserves

Subject to agreement by the Inland Revenue Board, the Company has sufficient Section 108 tax credit and tax exempt income to frank all its distributable reserves at 31 December 2002 if paid out as dividends.

14. Minority shareholders’ interests

This consists of minority shareholders’ proportion of share capital and reserves of subsidiaries, net of their share of subsidiary’s goodwill on consolidation and amortisation of goodwill charged to the minority shareholders.

15. Exceptional item

The exceptional item in the previous year of RM3.25 million refers to the settlement sums given to Berrington Bay Corporation Sdn Bhd and Summit Education Sdn Bhd pursuant to the shortfall of the guaranteed profits in accordance to the Profit Guarantee Agreement dated 22 October 1999 and Supplemental Agreement dated 17 October 2000.

On 15 April 2002, Kumpulan Emas Berhad, Datin Mah Ming Yuet and Kee Shih-Lene and the Company entered into an agreement whereby the settlement sums of RM3.25 million was to be settled solely by Datin Mah Ming Yuet and Kee Shih-Lene.

As approved by the Board of Directors, the above amount was settled by way of the transfer of equivalent amount of Meda Inc

Berhad shares on 18 April 2002, based on the weighted average share price from 19 March 2002 to 17 April 2002.

16. Operating profit Group Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000

Operating profit arrived at after charging:

Amortisation of goodwill 1,284 1,220 - -

Amortisation of preliminary and

pre-operating expenses - 2 - -

Amortisation of development costs 980 - - -

Audit fees 134 120 22 17

Bad debts written off - 33 - 15

Holding company’s Directors:

- Remuneration 447 314 327 116

- Fees 190 128 190 128

Other Director’s remuneration 1,008 1,032 - -

Property, plant and equipment written off 333 3 103 -

Depreciation 5,121 4,601 894 802

Development costs written off 40 - - -

Rental expense on land and buildings 4,999 3,404 418 115

Rental of equipment 45 - - -

Share of partnership loss 16 11 - -

===== ===== ===== =====

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16. Operating profit (continued)

Group Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 After crediting: Bad debts written back - 43 - - Gross dividends from: - Unquoted subsidiaries - - 6,329 6,380 - Gain on disposal of subsidiary - 106 - - Rental income on land and buildings 1,826 1,791 2,229 2,103 Dividend income 2 2 - - Gain on disposal of property, plant and equipment 76 72 - - Liquidated ascertained damages claim receivable - 1,954 - - ===== ===== ===== =====

The estimated monetary value of Directors’ benefits-in-kind of the Group and Company is RM37,400 (2001 - RM10,000) and RM18,600 (2001 – Nil) respectively.

17. Employee information Group Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000

Staff costs 20,633 20,116 1,888 2,251 ===== ===== ===== =====

The number of employees of the Group and of the Company (including Directors) at the end of the year was 645 (2001 - 553) and 54 (2001 - 47) respectively.

18. Financing costs Group Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 Interest payable: Term loans 2,551 756 - - Bank overdrafts 712 809 145 12 Hire purchase 231 167 35 31 Other interest 13 - 11 - _____ _____ _____ _____ 3,507 1,732 191 43 ==== ==== ==== ====


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19. Tax expense Group Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 Current tax expense - current 4,563 3,720 2,075 2,000 - prior year 404 (108) (40) (155) _____ _____ _____ _____ 4,967 3,612 2,035 1,845 Deferred tax expense - current 486 (315) (36) (144) - prior year 573 - 199 - _____ _____ _____ _____ 6,026 3,297 2,198 1,701 ==== ==== ==== ====

The Group’s effective tax rate is higher than the prima facie tax rate as the tax charge relates to tax on profits of certain subsidiaries which cannot be set-off against losses of other subsidiaries for tax purposes as group relief is not available.

The Company’s effective tax rate is also higher than the prima facie tax rate as certain expenses are not deductible for tax

purposes.

Subject to agreement by the Inland Revenue Board, the Group has potential deferred tax benefits not taken up in the financial statements under the liability method in respect of the following items:

Group 2002 2001 RM’000 RM’000

Unutilised tax losses (10,848) (9,758) Other timing differences 2,394 1,918 ===== =====

Deferred taxation not recognised in the financial statements arising from the revaluation of property which are held for long term use 152 152 ===== =====

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20. Earnings per ordinary share - Group

Basic earnings per share

The calculation of basic earnings per share is based on the net profit attributable to ordinary shareholders of RM5,104,000 (2001 - RM7,221,000) and the weighted number of ordinary shares of 79,132,000 (2001 – 76,327,000) in issue during the year.

Weighted average number of ordinary shares 2002 2001 RM’000 RM’000 Issued ordinary shares at beginning of the year 79,128 19,000 Effect of shares issued in April 2002 4 57,327 ______ ______ Weighted average number of ordinary shares 79,132 76,327 ===== ===== Diluted earnings per share

The calculation of diluted earnings per share is based on the net profit attributable to ordinary shareholders of RM5,325,000 (2001 – RM7,221,000) and the weighted average number of ordinary shares outstanding during the year of 81,619,000 (2001 – 76,327,000) calculated as follows:

Net profit attributable to ordinary shareholders (diluted) 2002 2001 RM’000 RM’000 Net profit attributable to ordinary shareholders 5,104 7,221 After tax effect of notional interest savings 221 - ______ ______ Net profit attributable to ordinary shareholders (diluted) 5,325 7,221 ===== =====

Weighted average number of ordinary shares (diluted) 2002 2001 RM’000 RM’000 Weighted average number of ordinary shares as above 79,132 76,327 Effect of warrants/share options 2,487 - ______ ______ Weighted average number of ordinary shares (diluted) 81,619 76,327 ===== =====

The diluted earnings per share results in increased earnings per share and are therefore not shown.


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21. Dividends Group and Company 2002 2001 RM’000 RM’000 Ordinary:

Interim paid: Nil (2001- 5 sen per share less tax at 28%) - (684)

Final paid in respect of previous year: 6 sen per share less tax at 28% (2001 - Nil) (3,418) - ______ ______ (3,418) (684) ===== ===== Proposed final: Dividend of 7 sen per share less tax at 28% (2001- 6 sen per share less tax at 28%) 3,988 3,418 ===== =====

22. Segmental information

The Group’s turnover and profit are derived mainly from educational activities in Malaysia and accordingly no segment reporting is presented.

23. Contingent liabilities Company 2002 2001 RM’000 RM’000 Guarantees and contingencies relating to borrowings of: Subsidiaries - secured 13,897 23,920 - unsecured 329 1,462 ______ ______ 14,226 25,382 ===== =====

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24. Related parties

Transactions with a Director Significant transactions and balance with companies in which a Director, Dr Patrick Teoh Seng Foo and close members of his

family have interest are as follows:

Group Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 Balances in respect of non-trade transactions

Amount due from:

Meda Group of Companies in respect of rental and related services

rebates, sharing of advertisement

expenses and scholarship funds 2,416 2,868 8 -

Amount due from:

Tomisho Group of Companies in respect of rental deposit, sharing of

advertisement expenses and brought

forward intercompany balances prior

to the acquisition of the subsidiaries 118 302 118 102

Amount due from/(to):

Kumpulan Emas Group of Companies in respect of renovations works, liquidated

ascertained damages claim sharing of

advertisement expenses and brought

forward intercompany balances prior

to the acquisition of the subsidiaries 96 (1,497) 17 -

Transactions Kumpulan Emas Group of Companies Liquidated ascertained damages claim

receivable - 1,954 - -

Rental of motor vehicle 31 - 31 -

Purchase of motor vehicle 100 - 100 -

Meda Group of Companies Rental and other related charges 1,753 818 - -

Tomisho Group of Companies Rental 386 64 386 64

These transactions have been entered into in the normal course of business and have been established at negotiated rates, taking into account prevailing market terms.


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24. Related parties (continued)

Transaction with other related parties

Significant transactions and balances with other related parties are as follows:

Group Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 Balance in respect of non-trade transactions

Amount due from:

Datin Mah Ming Yuet & Kee Shih-Lene Settlement amount in respect of

the profit guarantee arrangement - 3,250 - -

Transactions

Datin Mah Ming Yuet & Kee Shih-Lene Settlement amount in respect of

the profit guarantee arrangements - 3,250 - -

Datin Mah Ming Yuet & Kee Shih-Lene were directors in certain subsidiaries of the Group.

25. Commitment Group 2002 2001 RM’000 RM’000

Capital commitment

Property, plant and equipment

Authorised and contracted for - 1,800

==== ====

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26. Financial instruments

Financial risk management objectives and policies Exposure to credit, interest rate and currency risk arises in the normal course of the Group and the Company’s business.

Credit risk

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.

At balance sheet date, there were no significant concentrations of credit risk. The maximum exposure to credit risk for the Group and for the Company are represented by the carrying amount of each financial asset.

Interest rate risk

The Group borrows for operations at fixed and variable rates using its term loan and overdrafts facilities. At balance sheet date, approximately 65% (2001 - 75%) and 100% (2001 – 100%) of the Group and of the Company borrowings, respectively, are on a fixed rate basis.

Foreign currency risk

The Company has no receivables or payables denominated in foreign currency. Therefore, the foreign currency risk is not significant.

Effective interest rates In respect of interest-bearing financial liabilities, the following table indicates their effective interest rates at the balance sheet

date:

2002 2001 Effective Effective interest Within 1-5 After interest Within 1-5 After rate Total 1 year years 5 years rate Total 1 year years 5 yearsGroup % RM’000 RM’000 RM’000 RM’000 % RM’000 RM’000 RM’000 RM’000

Financial liabilitiesSecured term loans 8.2 to 10.4 17,017 4,206 12,431 380 8.8 19,097 1,027 15,525 2,545

Unsecured term loans:

RM fixed rate loan 8.5 40,000 - 40,000 - - - - - -

Secured overdrafts 7.4 to 7.9 2,236 2,236 - - 8.3 to 9.8 6,040 6,040 - -

Unsecured overdrafts 7.4 to 7.9 329 329 - - 8.3 to 9.8 1,174 1,174 - -

Company

Financial liabilitiesUnsecured term loans 8.5 40,000 - 40,000 - - - - - -


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26. Financial instruments (continued)

Recognised financial instruments

The carrying amounts of the financial assets and liabilities of the Group and the Company as at 31 December approximate their fair values except as set out below:

2002 2002 2001 2001 Carrying Fair Carrying Fair amount value amount value Group RM’000 RM’000 RM’000 RM’000

Financial assets Investments in quoted shares 2,970 1,204 - -

Investments in quoted trusts stock 35 32 33 32

Financial liabilities Secured term loans: 17,017 17,017 19,097 19,097

Unsecured term loans:

RM fixed rate loan 40,000 40,000 - -

_______ ________________________________

60,022 58,253 19,130 19,129

====== ============================

Company

Financial liabilities Unsecured term loans:

RM fixed rate loan 40,000 40,000 - -

====== ============================

Recognised financial instruments

The fair value of quoted shares is their quoted bid price at the balance sheet date. In respect of cash and cash equivalents,

trade and other receivables, other payables and short term borrowings, the carrying amounts approximate fair value due to the

relatively short term nature of these financial instruments.

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27. Subsidiaries

The principal activities of the subsidiaries in the Group, their places of incorporation and the interest of SEG International Bhd. are as follows:

Effective interest Name 2002 2001 Principal Activities

Systematic Business Training 100% 100% Provision of professional,

Centre Sdn. Bhd. commercial and academic education.

Systematic Computer Centre 100% 100% Provision of computer

Sdn. Bhd. training, commercial

and academic education.


Centre (P.J.) Sdn. Bhd. commercial and academic

education.


Centre (PG) Sdn. Bhd. commercial and academic

education.

Systematic Management Resource 100% 100% Provision of administrative and

Centre Sdn. Bhd. marketing services to overseas

Education provider.

SBT Professional Publications 100% 100% Operation of a book centre, dealing

Sdn. Bhd. in all kinds of reading material,

information research and

related business.

Syschom Training Sdn. Bhd. 100% 100% Investment holding

Systematic NVQ Consultants 100% 100% Provision of management

Sdn. Bhd. consultancy and

Investment holding

Shaw Commercial Institution 100% 100% Dormant

Sdn. Bhd.

Maktab Cambridge Sdn. Bhd. 98.21% 98.21% Operation of an educational

institution.

Varia Gaya Sdn. Bhd. 95% 95% Provision of commercial

education and tuition.

Systematic Secretarial Centre 75% 75% Operation of a training centre

Sdn. Bhd. for education and upgrading

of secretarial skills.


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27. Subsidiaries (continued)

Effective interest Name of company 2002 2001 Principal Activities

Mutu Unggul Sdn. Bhd. * 90% 90% Provision of professional,

commercial and academic

education.

Agensi Pekerjaan Job Venture 100% 100% Provision of job placement

Sdn. Bhd (formerly known as consultancy services.

Systematic Academic Centre

Sdn. Bhd.)

EWI-Systematic Sdn. Bhd. 100% 100% Provision of education for

professional examination.

Systematic Business Training 100% 100% Dormant.

Centre (SP) Sdn. Bhd.

Berrington Bay Corporation * 100% 100% Investment holding and

Sdn. Bhd. management consultancy.

Prestige Front Sdn. Bhd. * 100% 100% Property investment.

Organizational Resources * 100% 100% Provision of educational

Sdn. Bhd. and training services.

Superior Element Sdn. Bhd. * 100% 60% Provision of educational

and training services.

IPPP Batu Lintang Sdn. Bhd. * 70% 70% Operation of an educational

institution for further studies.

IFPA Resources Sdn. Bhd. 60% 60% Provision of financial

planning and financial related

courses.

Summit Education Sdn. Bhd. 98.63% 98.63% Investment holding and

management consultancy.

Premier Media Sdn. Bhd. 98.63% 98.63% Operation of an institute

providing educational

programmes.

Binary Mark Sdn. Bhd. 98.63% 98.63% Property investment.

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27. Subsidiaries (continued)

Effective interest Name 2002 2001 Principal Activities

Summit Multimedia Education 73.97% 73.97% Operation of an institute

Sdn. Bhd. providing educational

programmes.

Summit Early Childhood 100% 100% Provision of childcare

Edu-Care Sdn. Bhd. * services.

Montessori Focus Sdn. Bhd. * 100% 100% Provision of childcare

services.

Summit Early Childhood 70% 70% Provision of childcare

Edu-Care (Rawang) Sdn. Bhd. services.

Rekaan Medianet Sdn. Bhd. 100% 100% Investment holding.

Systematic Local Support Sdn. Bhd. 100% 100% Provision of educational

(formerly known as Sadec-KE and training Services.

Utilities Corporation Sdn. Bhd.)

Sino-Malaysia EduCulture 100% 100% Provision of cross border

Centre Sdn. Bhd. education and culture activities.

ORSB Centre for Professional 100% - Provision of recruitment

Education Sdn. Bhd.* and placement of students.

IBMS Training & Development 100% - Operation of a training centre

Centre Sdn. Bhd.* for vocational and professional

courses.

*Not audited by KPMG

28. Acquisition of subsidiaries

Acquisition

During the year, the Group acquired shares in the following subsidiaries for a total consideration of RM100,002 satisfied by cash. The acquisition was accounted for using the acquisition method of accounting. In the year ended 31 December 2002, the subsidiaries contributed a post-acquisition net profit of RM139,471 to the consolidated net profit for the year.

IBMS Training & Development Centre Sdn. Bhd. ORSB Centre for Professional Education Sdn. Bhd.


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29. Significant events subsequent to the balance sheet date

Subsequent to the financial year:

(i) The shareholders of the Company, at the Extraordinary General Meeting held on 24 January 2003, have approved the proposal to vary the terms of the profit guarantee given by Kumpulan Emas Behad (“KEB”) to the Company in relation to the acquisitions of Berrington Bay Corporation Sdn. Bhd. (“BBC”), Summit Education Sdn. Bhd. (“SES”) and Summit Early Childhood Edu-Care Sdn. Bhd.(“SECE”) (formerly known as Summit Montessori Edu-Care Sdn. Bhd.) (“Proposed Variations”).

The Proposed Variations reflected in a Second Supplemental Agreement entered into by the Company, KEB and AmTrustee Berhad (formerly known as Arab-Malaysian Trustee Berhad) have the following salient terms:

(a) that the total guaranteed aggregate profit before taxation (“PBT”) of BBC Group of RM23,700,000 and the total guaranteed aggregate PBT of SES Group and SECE Group of RM13,300,000 (collectively referred to as “Guaranteed Profits”) under the terms of the Profit Guarantee Agreement be consolidated and increased by an agreed sum of RM2,286,000;

(b) the aggregate of the outstanding Guaranteed Profits and the said agreed sum of RM2,286,000 totalling RM27,686,000 shall be fulfilled over the four (4) financial years beginning financial year ending 31 December 2003 until 31 December 2006; and

(c) that the aggregate minimum guaranteed profits for each such guaranteed year shall be revised as follows:- i. to RM6,350,000 for the financial year ending 31 December 2003; and ii. RM7,112,000 for each of the financial years ending 31 December 2004 to 2006

The Variations are to commence from 1 January 2003 and to end on 31 December 2006.

(ii) The Company through Berrington Bay Corporation Sdn. Bhd. has acquired 28% equity interest in IPPP Batu Lintang Sdn. Bhd. from the minority shareholders on 18 February 2003 for a total cash consideration of RM7,680,712.

(iii) The Company disposed off 20% equity interest in Mutu Unggul Sdn. Bhd., on 15 January 2003 for a total consideration of RM40,000.

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30. Comparatives

(i) The following comparative figures have been restated to reflect the treatment of proposed dividends in accordance with MASB 19 on Events After Balance Sheet Date:

Group Company As As As previously As previously restated reported restated reported RM’000 RM’000 RM’000 RM’000 Balance sheets Proposed dividend - 3,418 - 3,418

Reserves 118,873 115,455 114,257 110,839

====== ====== ====== ======

Statements of changes in equity Retained profits at 1 January 2001 12,446 11,762 11,310 10,626

Retained profits at 31 December 2001 11,868 8,450 7,689 4,271

Dividends - (3,418) - (3,418)

Dividends - 2000 second interim (684) - (684) -

- 2001 final (3,418) - (3,418) -

====== ====== ====== ======

Group and Company As As previously restated restated RM’000 RM’000 Note 21 to the financial statements

Ordinary:

Interim paid:

Nil (2001 - 5 sen per share less tax at 28%) (684) -

==== =====


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Owned by Company

No. AddressApproximate Areas/Description

Existing Use

TenureApproximateAge of building (years)

NBV as at 31/12/2002(RM’000)

Date of Revaluation/Acquisition

1

17-19 Jalan Tun Tan Siew Sin50050 Kuala Lumpur

1,962 sq ft of 5 1/2 - storey commercial building

Office Freehold 21 2,266 14/12/1993

2

33-35 Jalan Hang Lekiu50100 Kuala Lumpur

4,515 sq ft of 9-storeycommercial building

Education Centre

Freehold 257,538

14/12/1993

310 Jalan SS2/6147300 Petaling Jaya,Selangor

1,680 sq ft of 3 1/2 - storey shophouse

Education Centre

Freehold 22 1,464 25/01/1995

442 Jalan SS2/6147300 Petaling Jaya,Selangor

1,680 sq ft of 4 - storey shophouse


51, 3 & 5 Jalan PM3Plaza Mahkota, Bandar Hilir75000 Melaka

3,534 sq ft of 3 unitsof 4-storey shophouses

OfficeLeaseholdExpiring date@ 25/7/2090

5 1,661 30/07/1996

620 Jalan University46200 Petaling JayaSelangor

13,377 sq ft of Bungalow

ResidentialLeaseholdExpiring date@ 1/2/2060

31 543 23/08/1994

71 Jalan 11/1246200 Petaling JayaSelangor

12,834 sq ft of Bungalow

ResidentialLeaseholdExpiring date@31/08/2070

31 1,461 18/09/1996

8 126 & 127 Jalan Masjid 1Taman Pekan Baru08000 Sungai Petani, Kedah

2,800 sq ft of 2 units of 3 1/2 - storey shophouses

Vacant LeaseholdExpiring date@ 14/11/2092

8 903 13/09/1995

9

16 & 18 Jalan 5/101COff Jalan Kaskas 1Cheras Business Centre56000 Cheras, Kuala Lumpur

2,128 sq ft of 2 units of6-storey shop offices

OfficeLeaseholdExpiring date@07/12/2077

5 2,775 25/08/1995

10

36-4, 4th Floor Block BJalan SenohongTaman Cantik, Cheras56100 Kuala Lumpur

2,910 sq ft of Apartment


22 109 08/01/1993

11

26-3, 3rd Floor Block AJalan SenohongTaman Cantik, Cheras56100 Kuala Lumpur



22 73 04/04/1994

12

28-3, 3rd Floor Block AJalan SenohongTaman Cantik, Cheras56100 Kuala Lumpur


ResidentialLeaseholdExpiring date@ 18/01/2076

22 73 04/04/1994

13

Lot 01 & 02 Block BPhileo Damansara 19 Jalan 16/11Off Jalan Damansara46350 Petaling Jaya

4,160 sq ft of 2 units of 12-storey commercialbuilding


Group Properties as at 31 December 2002

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Owned by Subsidiaries

No. AddressApproximate Areas

Description

Existing

UseTenure

Approximate

Age of

building (years)

NBV as at

31/12/2002

(RM’000)

Date of

Revaluation/

Acquisition

14

14-18 Jalan SS2/61

47300 Petaling Jaya

Selangor

5,040 sq ft of 3

units of 3 1/2-

storey shophouses

Education

Centre Freehold 22 3,603 28/12/1993

15

12 Jalan SS2/61

47300 Petaling Jaya

Selangor

1,680 sq ft

of 3 1/2-storey

shophouses

Education

CentreFreehold 22 1,983 01/10/2001

16

24 Jalan 5/89A

Off Jalan Sekilau

Batu 3 1/2 Jalan Cheras

56000 Kuala Lumpur

5,618 sq ft of 5

storey shop officesOffice

Leasehold

Expiring date

@ 11/8/2085

8 3,983 24/06/1996

17

37 & 39 Jalan 1/137B

Resource Industrial Centre

Off Jalan Klang Lama

58000 Kuala Lumpur

3,294 sq ft of 2

units

of 4-storey

shop offices

Vacant

Leasehold

Expiring date

@ 29/3/2065

18 1,855 11/06/1996

18

211 Jalan Bukit Mata

Kuching

93100 Kuching, Sarawak

3,965.1 sq m

of 6-storey

commercial

building

Education

Centre

Leasehold

Expiring date

@ 13/8/2785

26 11,091 13/06/2001

19

Lot 3.09a, Mukim Petaling

Daerah Petaling

Selangor

21,986 sq ft of

shoplot

Building-in

-progress

Leasehold

Expiring date

@ 9/11/2093

- 8,794 03/07/1998

20

Lot 3.09b, Mukim Petaling

Daerah Petaling

Selangor

15,482 sq ft of

shoplot

Building-in

-progress

Leasehold

Expiring date

@ 9/11/2093

- 6,194 08/01/1999

21

5 1/2 storey, Block B

Mukim Petaling,

Daerah Petaling,

Selangor

33,586 sq ft of

office space

Building-in

-progress

Leasehold

Expiring date

@ 9/11/2093

- 10,747 03/07/1998

22

5 1/2 storey, Block A

Mukim Petaling

Daerah Petaling,

Selangor

33,020 sq ft of

office space

Building-in

-progress

Leasehold

Expiring date

@ 9/11/2093

- 9,400 21/10/1999

Group Properties as at 31 December 2002

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Authorised Share Capital : RM100,000,000

Issued and fully paid-up : RM79,132,755

Class of shares : Ordinary shares of RM1.00 each

Voting rights : One vote per RM1.00 share

Distribution Schedule of Shareholdings

Size of shareholdingsNo. of

shareholders% of shareholders

No. of shares

% of issued capital

1 – 99 17 0.62 585 0.00

100 – 1,000 414 15.01 356,249 0.45

1,001 – 10,000 2,079 75.41 6,320,172 7.99

10,001 – 100,000 186 6.75 4,372,527 5.52

100,001 – less than 5% of issued shares 58 2.10 48,762,099 61.62

5% and above of issued shares 3 0.11 19,321,123 24.42

TOTAL 2,757 100.00 79,132,755 100.00

Substantial Shareholders as at 30 April 2003

According to the register required to be kept under Section 69L of the Companies Act, 1965, the following are the substantial

shareholders (excluding bare trustees) of the Company:-

No. of shares held

Name of Shareholders Direct % Indirect %

1. Kumpulan Emas Berhad (“KEB”) 22,520,025 28.46 2,235,000# 2.82

2. Dr Patrick Teoh Seng Foo - - 24,755,025** 31.28

3. Meda Capital Sdn Bhd - - 24,755,025+ 31.28

4. Koperasi Pegawai-Pegawai Melayu Malaysia Bhd (MOCCIS) 15,226,865 19.24 - -

5. Dato’ Pahamin A. Rajab - - 15,226,865* 19.24

6. Datin Fadzilah Bte Saad - - 15,226,865* 19.24

7. Tuan Haji Mohd Razi bin Yaacob - - 15,226,865* 19.24

Analysis of Shareholdings as at 30 April 2003

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No. of shares held

Name of Shareholders (Continued) Direct % Indirect %

8. Ladang MOCCIS Sdn Bhd 4,060,613 5.13 - -

9. Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub 11,200 0.01 19,287,478++ 24.37

10. Datin Mah Ming Yuet 5,466,883 6.91 1,410,531## 1.78

Directors’ Shareholdings

No. of shares held

Name of Directors Direct % Indirect %

1. Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub 11,200 0.01 19,287,478 24.37

2. Dr Patrick Teoh Seng Foo - - 24,755,025 31.28

3. Clement Hii Chii Kok 776,000 0.98 - -

4. Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas 297 Negligible - -

5. Dato’ Pahamin A. Rajab - - 15,226,865 19.24

6. Datin Fadzilah Bte Saad - - 15,226,865 19.24

7. Tuan Haji Mohd Razi bin Yaacob - - 15,226,865 19.24

* Deemed interest held through MOCCIS

** Deemed interest held through his direct and indirect interest in KEB through Meda Capital Sdn Bhd

+ Deemed interest held through KEB

++ Deemed interest held through MOCCIS and Ladang MOCCIS Sdn Bhd

# Deemed interest held through Sawitani Sdn Bhd, a wholly-owned subsidiary of KEB

## Deemed interest held through persons connected

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Thirty Largest Shareholders

Name of Shareholders No. of shares %

1.Alliancegroup Nominees (Tempatan) Sdn Bhd

- Kumpulan Emas Berhad 7,490,000 9.47

2.Aseam Malaysia Nominees (Tempatan) Sdn Bhd

- Koperasi Pegawai-Pegawai Melayu Malaysia Bhd 7,000,000 8.85

3.AMMB Nominees (Tempatan) Sdn Bhd Amtrustee Berhad


4. Koperasi Pegawai-Pegawai Melayu Malaysia Berhad (MOCCIS) 4,304,865 5.44

5.Cimsec Nominees (Tempatan) Sdn Bhd


6. Datin Mah Ming Yuet 3,653,783 4.62

7.Merchant Nominees (Tempatan) Sendirian Berhad

- Koperasi Pegawai-Pegawai Melayu Malaysia Berhad 2,410,000 3.05

8.HSBC Nominees (Tempatan) Sdn Bhd HSBC (M) Trustee Bhd for OSK-UOB Small Cap Opportunity Unit Trust 2,356,000 2.98

9.Merchant Nominees (Tempatan) Sendirian Berhad

- Ladang MOCCIS Sdn Bhd 2,260,000 2.86

10.MIDF Sisma Nominees (Tempatan) Sdn Bhd

- Sawitani Sdn Bhd 2,235,000 2.82

11. Kumpulan Emas Berhad 2,171,210 2.74

12.Public Nominees (Tempatan) Sdn Bhd

- Kumpulan Emas Berhad2,000,000 2.53


- Datin Mah Ming Yuet1,860,000 2.35

14. Ladang MOCCIS Sdn Bhd 1,800,613 2.28

15.Minister of Finance

- Akaun Jaminan Pinjaman Kerajaan Persekutuan1,512,000 1.91

16.Mayfin Nominees (Tempatan) Sdn Bhd

- Kumpulan Emas Berhad1,307,000 1.65

17. Pujian Wajar Sdn Bhd 1,302,000 1.65

18. Cheam Shaw Fin 1,060,000 1.34

19.AMMB Nominees (Tempatan) Sdn Bhd Amtrustee Berhad

- BHLB Pacific Dana Al-Ihsan862,000 1.09

20.JS Nominees (Tempatan) Sdn Bhd

- Perdana Technology Venture Sdn Bhd831,600 1.05

21.SBBAM Nominees (Tempatan) Sdn Bhd

- Yayasan Mohd Noah800,000 1.01


- Tan Hong Aik767,600 0.97

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Thirty Largest Shareholders

Name of Shareholders (Continued) No. of shares %

23. Formis Holdings Berhad 750,000 0.95

24.Hong Leong Finance Berhad

- Lim Chee Khang 617,000 0.78

25.EB Nominees (Tempatan) Sendirian BerhadMohd Nor bin Ibrahim 600,000 0.76

26.Cartaban Nominees (Tempatan) Sdn Bhd

- Cheam Tow Yong 600,000 0.76

27.BBMB Securities Nominees (Tempatan) Sdn Bhd

- Perdana Technology Venture Sdn Bhd 558,600 0.71

28. Clement Hii Chii Kok 556,000 0.70

29.HDM Nominees (Tempatan) Sdn Bhd

- Kumpulan Emas Berhad 526,000 0.66

30. Kee Shih-Lene 501,531 0.63


FORM OF PROXY

I/We ___________________________________________________________________________________________

of _____________________________________________________________________________________________

being a member/members of SEG International Bhd hereby appoint _____________________________________________

of _____________________________________________________________________________________________

or failing him/her _________________________________________________________________________________

of _____________________________________________________________________________________________

or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Seventeenth Annual

General Meeting of the Company to be held at Room Pahlawan 1, Level 5, The Summit Hotel, Subang USJ, Persiaran Kewajipan

USJ1, 47600 UEP Subang Jaya, Selangor Darul Ehsan on Wednesday, 25 June 2003 at 3.00 p.m. and at any adjournment thereof.

My/Our proxy is to vote either on a show of hands or on a poll as indicated below with an “X”:

Dated this __________ day of __________________________ 2003

_________________ _______________________________

Number of shares held Signature of member(s)

Notes:

1. If you wish to appoint other person (s) to be your proxy, delete the words “the Chairman of the meeting” and insert the name(s) and address(es) of the

person(s) desired in the space so provided.

2. If there is no indication as to how you wish your vote(s) to be cast, the proxy will vote or abstain from voting at his/her discretion.

3. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

4. A member shall not be entitled to appoint more than two proxies to attend and vote at the same meeting. Where two proxies are appointed, the proportions

of shareholdings to be represented by each proxy must be specified in order for the appointments to be valid.

5. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least

one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

6. If the appointor is a corporation, this form must be executed under its Common Seal or under the hand of its Attorney.

7. All Forms of Proxy must be deposited at the Registered Office of the Company at 10th Floor, Menara Summit, Persiaran Kewajipan, USJ1, 47600 UEP Subang

Jaya, Selangor Darul Ehsan not less than 48 hours before the time for holding the Meeting or adjourned meeting.

RESOLUTIONS FOR AGAINST

1. To adopt the Financial Statements and Reports

2. To declare a final dividend of 7% less tax

3. To approve the payment of Directors’ Fees

4. To re-elect the following as Directors:



(c) YBhg Dato Pahamin A. Rajab

(d) YBhg Datin Fadzilah Bte Saad

5. To re-elect YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub as Director

pursuant to Section 129 of the Companies Act, 1965.

6. To re-appoint Messrs KPMG as Auditors and authorise the Directors to fix their

remuneration.

7. As special business, to approve the ordinary resolution pursuant to Section 132D

of the Companies Act, 1965

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SEG INTERNATIONAL BHD

10TH FLOOR MENARA SUMMIT

PERSIARAN KEWAJIPAN USJ 1

47600 UEP SUBANG JAYA

SELANGOR DARUL EHSAN

FOLD HERE

FOLD HERE

STAMP

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