Review of operations
The Group continued its operations from its eight centres in six states. Stamford College PJ, Regent School of Economics
and Stamford College Malacca were the main centres for recruitment. Stamford College Berhadʼs wholly owned subsidiary
Cyma College Sdn. Bhd (CYMA) completed the sale and transfer of 58,000 ordinary shares of RM 1.00 each representing
29% of the shares it held in Disted Stamford Sdn. Bhd. (Disted Stamford) to Wawasan Education Foundation. The related
Sale and Purchase agreement was entered on 9 September 2002. On completion of the transaction, CYMAʼs equity in
Disted Stamford was reduced from 49% to 20%.
Memorandum of Understanding with the University of East London
In the year under review, Stamford signed a MoU with the University of
East London (UEL). Professor Michael Thorne, Vice Chancellor of the
university was present for the formal signing ceremony on 9 September
2004. Datuk Mohd. Shafie bin Hj. Apdal, the Minister of Domestic
Trade and Consumer Affairs, was also present to witness the signing
and to launch Stamfordʼs 55th Anniversary Celebrations (see below).
Under the arrangement with UEL, the universityʼs Bachelor of Arts in
International Business, Bachelor of Arts in Marketing and Bachelor of
MoU with the University of East London
Engineering would be offered at Stamford College PJ. The Bachelor of
Arts in International Business and Bachelor of Arts in Marketing will be offered at the Regent School of Economics. The
Bachelor of Arts in International Business (on a 2+1 mode) will be offered at Stamford College Malacca. These courses
will replace similar existing courses from the University of Northumbria at Newcastle, which decided to withdraw from
its Malaysian operations in 2003. The company acknowledges its deep appreciation to the Ministry of Higher Education
and the Lembaga Akreditasi Negara (LAN) for their assistance in the quick implementation of the UEL programmes at
Stamford. Stamfordʼs MOU with UEL also facilitates the delivery of three degrees in computer science and related areas.
Applications have been submitted to the Ministry of Education for approval to teach these courses.
Annual Group Conference
A conference of academic and non-academic personnel from all the
centres that make up the group was held in May 2004 at a resort hotel
in Port Dickson. The three-day conference brought together more
than 100 Stamford staff from all centres including Kuching and Kota
Kinabalu. The main objective of the conference was to create a forum
for staff from different centres and courses to collaborate and exchange
views on common areas of interest and concern. Stamfordʼs vast
educational and marketing resources were reviewed and procedures
were adopted at the conference to ensure greater interaction between
the centres. The conference was attended by the Executive Chairman,
the President of the College and several members of the board.
ʻForward Togetherʼ Conference
ISO Certification for student services and support at Stamford College
Stamford College was awarded the ISO 9001:2000 Certification for the collegeʼs
provision for student services and support. The award of the certification will
ensure that the collegeʼs procedures for student services will match international
standards and help in the recruitment of international students. The certification
was awarded by the Independent European Certification Ltd. (IEC) from the
United Kingdom.
ISO 9001:2000 Certification
24
Quality Education by Quality People
Review of operations (contʼd)
55th Anniversary Celebrations
As 2005 will mark the 55th anniversary of Stamford, the management of the
company decided on a range of activities to mark the occasion. A soft launch of
the event was held on 9 September 2004 in the presence of Datuk Mohd. Shafie
bin Hj. Apdal, Minister of Domestic Trade and Consumer Affairs, and Professor
Michael Thorne, the Vice Chancellor of University of East London. Apart from
the celebratory activities that will go on till the end of 2005, the colleges will be
offering discounts on fees for a number of courses.
Launching of the 55th Anniversary Celebrations
Annual graduation ceremony
The main graduation ceremony for the year 2003/4 was held on
4 December 2004 at the Putra World Trade Centre. More than
1360 students from Malaysia and across the world graduated with
qualifications earned from Stamford College centres in the Klang
Valley. The Deputy Minister of Education, YB. Dato Fu Ah Kiow
was the guest of honour. The Minister also presented the scrolls to
the graduates. Graduation ceremonies were also held in Malacca and
Sabah.
Outstanding Graduates at the Graduation
Stamford College Berhad
史丹福学院
(Company No.194977-A)
25
Audit committee report
COMPOSITION
For the financial year ended 31 December 2004, the Audit Committee comprises the following three directors:Chairman
Datoʼ Meor Chek Hussien bin Mahayuddin (Independent Non-Executive Director)
Members
Yang Chaw Nam
Lim Ah Chong
(Independent Non-Executive Director)
(Executive Director)
TERMS OF REFERENCE
Policy
The policy of the Audit Committee is to ensure that internal and external audit functions are properly conducted and that
audit recommendations are being carried out effectively.
Objectives
The objectives of this policy are to comply with Chapter 15 of the Listing Requirements of the Bursa Malaysia Securities
Berhad (“Bursa Securities”) and to relieve the full Board of Directors from detailed involvement in the review of the
results of internal and external audit activities and yet ensure that audit findings are brought to the highest level for
consideration.
Membership
1. The Audit Committee shall be appointed by the Board from amongst the directors of the Company which fulfils the
following requirements:(a) the Committee must be composed of no fewer than 3 members;
(b) a majority of the Committee must be independent directors; and
(c) at least one member of the 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 yearsʼ working experience
and:(aa) he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act 1967;
or
(bb) he must be a member of one of the associations specified in Part II of the 1st Schedule of the Accountants
Act 1967.
2. No alternate director shall be appointed as a member of the Committee.
3. The members of the Committee shall elect a Chairman from among their numbers who shall be an independent
director.
4. In the event of any vacancy in the Committee resulting in the non-compliance of the Listing Requirements of the
Bursa Securities pertaining to composition of Audit Committee, the Board of Directors shall within three months of
that event fill the vacancy.
5. The Board shall review the term of office of Committee members no less than once every three years.
26
Quality Education by Quality People
Audit committee report (contʼd)
Authority
The Committee is authorised by the Board, in accordance with the procedures to be determined by the Board (if any) and
at the cost of the Company, to:
(a) investigate any activity within the Committeeʼs terms of reference;
(b) have resources which are reasonably required to enable it to perform its duties;
(c) have full and unrestricted access to any information pertaining to the Company or the Group;
(d) have direct communication channels with the external auditors and person(s) carrying out the internal audit function
or activity (if any);
(e) obtain outside legal or other independent professional advice and secure the attendance of outsiders with relevant
experience and expertise if it considers this necessary; and
(f) convene meetings with the external auditors, excluding the attendance of the executive members of the committee,
whenever deemed necessary.
Functions
The functions of the Audit Committee shall be:(a) To review:(aa) the quarterly results and year end financial statements, before submission to the Board, focusing particularly
on:(i) any changes in accounting policies and practices;
(ii) significant adjustments arising from the audit;
(iii) the going concern assumption; and
(iv) compliance with accounting standards and other legal requirements.
(bb) any related party transaction and conflict of interest situations that may arise within the Company or the Group
including any transaction, procedure or course of conduct that raises questions of management integrity.
(cc) with external auditor:(i) the audit plan;
(ii) his evaluation of the system of internal controls;
(iii) his audit report;
(iv) his management letter and managementʼs response; and
(v) the assistance given by the Companyʼs employees to the external auditor.
(b) In respect of the appointment of external auditor:(i) to review whether there is reason to believe that the external auditor is not suitable for re-appointment;
(ii) to consider the nomination of a person or persons as external auditors and the audit fee; and
(iii) to consider any questions of resignation or dismissal of external auditor.
(c) In respect of the internal audit function:(i) to review the adequacy of the scope, functions and resources of internal audit function, and that it has the
necessary authority to carry out its work;
(ii) to review the internal audit programme and results of the internal audit process and where necessary to ensure that
appropriate action is taken on the recommendations of the internal audit function;
(iii) to review any appraisal or assessment of the performance of members of the internal audit function;
(iv) to approve any appointment or termination of senior staff members of the internal audit function;
(v) to inform of any resignation of internal audit staff member and provide the resigning staff member an opportunity
to submit his reasons for resigning;
(d) To carry out such other functions as may be agreed to by the Audit Committee and the Board of Directors.
Stamford College Berhad
史丹福学院
(Company No.194977-A)
27
Audit committee report (contʼd)
Overseeing the Internal Audit Function
(a) The Committee shall oversee all internal audit functions and is authorised to commission investigations to be conducted
by internal audit as it deems fit.
(b) The internal auditor shall report directly to the Committee and shall have direct access to the Chairman of the
Committee.
(c) All proposals by management regarding the appointment, transfer or dismissal of the internal auditor shall require the
prior approval of the Committee.
Quorum for Meetings
A quorum shall consist of a majority of independent directors.
Attendance at Meetings
The Head of Finance, the Head of Internal Audit, and a representative of the External Auditors shall normally attend
meetings. Other Board members and employees may attend any particular meeting only at the Committeeʼs invitation,
specific to the relevant meeting. However, at least once a year the Committee shall meet with the External Auditors
without executive Board members present.
Frequency of Meetings
The Chairman shall call for meetings, to be held not less than four times a year. The External Auditors may request a
meeting if they consider one necessary.
Reporting Procedures
1) The Company Secretary shall be the Secretary of the Committee. He shall record attendance of all members and
invitees and take minutes to record the proceedings of every meeting of the Committee. All minutes of meetings shall
be circulated to every member of the Board.
2) The Committee shall prepare an annual report to the Board that provides a summary of the activities of the Committee
for inclusion in the Companyʼs annual report.
3) The Committee may report any breaches of the Listing Requirements, which have not been satisfactorily resolved, to
the Bursa Securities.
Audit Committee Meetings
The Audit Committee met five times during the financial year ended 31 December 2004. The details of Audit Committeeʼs
meetings held and attended by the Committee during the financial year are as follows:Audit Committee Member
Chairman
Datoʼ Meor Chek Hussien bin Mahayuddin
(Independent Non-Executive Director)
5
5
Members
Yang Chaw Nam
(Independent Non-Executive Director)
5
5
5
5
Lim Ah Chong
(Executive Director)
28
No. of Audit Committee Meetings
Held
Attended
Quality Education by Quality People
Audit committee report (contʼd)
Summary of activities of the Audit Committee during the financial year ended 31 December 2004
During the financial year ended 31 December 2004, the activities of the Audit Committee included the following:(a) review of the quarterly financial results and announcements for the financial quarters ended 31 December 2003,
31 March 2004, 30 June 2004 and 30 September 2004 prior to submission to the Board of Directors for consideration
and approval;
(b) review of the year end financial statements ended 31 December 2003;
(c) review of the external auditorsʼ reports for the financial year ended 31 December 2003 in relation to audit and
accounting issues arising from the audit; and
(d) review of the internal audit reports prepared by the internal auditor on subsidiary companies.
Internal Audit Function
The Company has an internal audit department whose principal responsibility is to undertake regular and systematic
review of the systems of controls so as to provide reasonable assurance that such systems continue to operate satisfactorily
and effectively in the Group. The internal audit function is to ensure a regular review of the adequacy and integrity of the
Groupʼs internal control systems. The internal auditor also conducts audit on all operating subsidiaries and submits its
findings to the Audit Committee. Internal audit reports prepared by the internal auditor were circulated to all members of
the Audit Committee. All internal audit reports were reviewed by the Audit Committee and discussed at Audit Committee
Meetings.
Stamford College Berhad
史丹福学院
(Company No.194977-A)
29
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Quality Education by Quality People