Oct 2022 :- Corporate Governance Report

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	0028
COMPANY NAME	:	Scope Industries 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.

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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 plays an active role in directing the management in an
application of the
	effective and responsible manner. The Directors, collectively and
practice
	individually, have a legal and fiduciary duty to act in the best
		interest of the Company and to effectively represent and
		promote the interests of the shareholders and stakeholders.
		The Board recognises the key role it plays in charting the strategic
		direction of the Company and has assumed the following
		principal responsibilities in discharging its fiduciary and
		leadership functions:-
		• Reviewing and adopting strategic plans for the Group which
		will enhance the future growth of the Group while addressing
		sustainability of the Group's business;
		• Overseeing the conduct of the Group's businesses to evaluate
		whether the business are being properly managed;
		• Identifying principal risks of the business and ensuring the
		implementation of appropriate systems to manage these
		risks;
		• Reviewing the adequacy and integrity of the Group's internal
		control systems and management information systems; and
		• To consider and implement plans for effective appointments
		to senior management positions and Board members which
		includes appropriate and adequate training and ensuring
		orderly succession of senior management.
		To assist in the discharge of its stewardship role, the Board has
		established Board Committees, namely the Audit Committee,
		Nomination Committee and Remuneration Committee, to

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examine specific issues within their respective terms of reference as approved by the Board and report to the Board with their recommendations. The ultimate responsibility for decision making, however, lies with the Board.

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	:	The Chairman of the Board of Directors is the Executive Director,
application of the
	Mr. Lee Min Huat. His profile is outlined under the Profile of
practice
	Directors in the Annual Report 2022.
		Mr. Lee leads governance activities on the Board in order to
		create a conducive condition geared towards building and
		growing Directors' effectiveness and ensure that appropriate
		issues are discussed by the Board in a timely manner. Essentially,
		Chairman ensures that no member dominates discussion so that
		appropriate discussions take place and that relevant opinions
		among members is forthcoming.
		The Chairman also ensures that every Board resolution is put to
		vote with the will of majority to prevail. He also chair the general
		meetings and ensure that the conduct of the same in order by
		ensuring proper flow of resolutions tabled at the meeting and
		managing communication from the shareholders. He encourages
		active participation from shareholders during the questions and
		answers session.
		The roles and responsibilities of the Chairman of the Board are
		stated in the Board Charter, which is published on the Company's
		website at www.scope.com.my.
Explanation for	:
departure

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

Measure:

Timeframe:

4

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 1.3

The positions of Chairman and CEO are held by different individuals.

Application	:	Applied
Explanation on	:	The Board has always made the distinction that the position of
application of the
	the Chairman and the Managing Director does not reside with the
practice
	same person as such division further provides for organisational
		check and balance for better governance.
		There is a clear and separate division of responsibility in the roles
		and duties of the Chairman and the Managing Director. The
		Managing Director is Mr. Lim Chiow Hoo.
		The Managing Director leads the management and is responsible
		for the day-to-day operational management of the Group.
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