CORPORATE GOVERNANCE REPORT

STOCK CODE

:

7239

COMPANY NAME

:

Scanwolf Corporation Berhad

FINANCIAL YEAR

:

June 30, 2022

OUTLINE:

SECTION A - DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing Requirements.

SECTION B - DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA

Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures) of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is only applicable for financial institutions or any other institutions that are listed on the Exchange that are required to comply with the above Guidelines.

1

SECTION A - DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing Requirements.

Intended Outcome

Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.

Practice 1.1

The board should set the company's strategic aims, ensure that the necessary resources are in place for the company to meet its objectives and review management performance. The board should set the company's values and standards, and ensure that its obligations to its shareholders and other stakeholders are understood and met.

Application

:

Applied

Explanation on

:

The Board sets the Company's strategy and ensure that the necessary

application of the

resources are in place for the Company to meet its objectives while

practice

regularly reviewing management performance. The Board also sets

the Company's values and standards, and ensure that its obligations to

its shareholders and other stakeholders are understood and met by

taking, amongst others, the roles as follows:

∙ reviewing and adopting a strategic plan for the Group and to

institute a regular and formal board strategy review to ensure

that the strategic plan support long term value creation and

includes strategies on economic, environmental and social

considerations underpinning sustainability of its business and

Group operations;

∙ overseeing the conduct of the Group's Business, supervise and

assess management's performance to evaluate whether the

business is being properly managed and that the Group's

performance is skewed towards achieving its strategy not

withstanding that some of the subsidiaries have separate

Board of Directors;

∙ review, challenge and decide on management's proposals for

the Company and monitor its implementation by

management;

∙ anticipate changes in the market and ensuring that the

Group's capabilities and resources are sufficient to manage

uncertainties;

∙ identifying principal risks and ensuring the implementation

of appropriate internal controls and mitigation measures;

2

  • succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing Board members and senior management;
  • developing and implementing an investor relations programme or shareholder communications policy for the Group;
  • reviewing the adequacy and the integrity of the Group's risk management, internal control systems and management information systems, including systems / reporting framework for compliance with applicable laws, regulations, rules, directives and guidelines;
  • determining the remuneration of non-executive Directors, with the individuals concerned abstaining from discussions of their own remuneration;
  • ensuring that the Company's financial statements are true and fair and other conform with the laws; and
  • ensuring that the Company adheres to high standards of ethics and corporate behaviour.

The Company's Board Charter defines the specific duties and responsibilities of the Board which can be found at the Company's website at www.scanwolf.com.

Explanation for

:

departure

Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.

Measure:

Timeframe:

3

Intended Outcome

Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.

Practice 1.2

A Chairman of the board who is responsible for instilling good corporate governance practices, leadership and effectiveness of the board is appointed.

Application

:

Applied

Explanation on

:

Tan Sri Dato' Sri Haji Syed Zainal Abidin Bin Syed Mohamed Tahir is the

application of the

Chairman of the Board and also an Independent and Non-Executive

practice

Director is primarily

responsible for the

overall leadership

and

ensuring the Board's effectiveness and conduct, good corporate

governance practices and efficient functioning of the Board. The key

roles of the Chairman, amongst others, are as follows:

a)

leading the Board in the oversight of management;

b)

acting representative of the Board;

c)

representing the Board to shareholders and chairing general

meeting of shareholders;

d)

ensuring the adequacy and integrity of the governance process

and issues;

e)

maintaining regular dialogue with the Group MD/CEO over all

operational matters and consulting with the remainder of the

Board promptly over any matters that gives him/her cause for

major concern to optimise the effectiveness of the Board and its

Committees;

f)

functioning as a facilitator at meetings of the Board to ensure

that no member, whether executive or non-executive,

dominates discussion, that appropriate discussions takes place

and that relevant opinions among members is forthcoming. The

Chairman will

ensure that discussions result in logical

and

understandable outcomes;

g)

ensuring that all Directors are enabled and encouraged to

participate in its activities. This includes ensuring that all

relevant issues are on the agenda and that all Directors receive

timely, relevant information tailored to their needs and

that

they are properly briefed on issues arising at Board meetings;

h)

ensuring that executive Directors look beyond their executive

function and accept their full share

of responsibilities

of

governance and provide regular updates on all issues pertinent

4

to the welfare and future of the Group to the Board;

  1. guiding and mediating Board actions with respect to organisational priorities and governance concerns;
  2. undertaking the primary responsibility for organising information necessary for the Board to deal with items on the agenda and for providing this information to Directors on a timely basis; and
  3. performing other responsibilities assigned by the Board from time to time.

Explanation for

:

departure

Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.

Measure:

Timeframe:

5

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Disclaimer

Scanwolf Corporation Bhd published this content on 26 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 October 2022 08:59:06 UTC.