Scanwolf : Corporate Governance Report 2023

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	7239
COMPANY NAME	:	Scanwolf Corporation Berhad
FINANCIAL YEAR	:	June 30, 2023

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 sets Scanwolf Corporation Berhad's ("the Company" or
application of the		"Scanwolf") strategy and ensure that the necessary resources are in
practice		place for the Company to meet its objectives while 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;
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• 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 who 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
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governance and provide regular updates on all issues pertinent 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.

The roles and responsibilities of the Chairman of the Board is set out in the Company's Board Charter 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:

5

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 position of Chairman is held by Tan Sri Dato' Sri Haji Syed Zainal
application of the		Abidin Bin Syed Mohamed Tahir whilst the Company does not have a
practice		Managing Director nor CEO.
		There is a clear division of roles and responsibilities between the
		Chairman and the Executive Director to ensure an appropriate balance
		of responsibilities and accountability. The Chairman leads the Board to
		ensure its smooth and effective functioning.
		The role of the Chairman has been outlined in Practice 1.2 of this report.
Explanation for	:
departure

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

Measure:

Timeframe:

6

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 1.4

The Chairman of the board should not be a member of the Audit Committee, Nomination Committee or Remuneration Committee

Note: If the board Chairman is not a member of any of these specified committees, but the board allows the Chairman to participate in any or all of these committees' meetings, by way of invitation, then the status of this practice should be a 'Departure'.

Application	:	Applied
Explanation on	:	The Chairman of the Board, Tan Sri Dato' Sri Haji Syed Zainal Abidin Bin
application of the		Syed Mohamed Tahir is not a member of the Audit and Risk
practice		Management Committee, Nomination Committee and Remuneration
		Committee.
Explanation for	:
departure

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

Measure:

Timeframe:

7

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 1.5

The board is supported by a suitably qualified and competent Company Secretary to provide sound governance advice, ensure adherence to rules and procedures, and advocate adoption of corporate governance best practices.

Application	:	Applied
Explanation on	:	The Board is supported by two (2) competent Company Secretaries who
application of the		are qualified under Section 235 of the Companies Act 2016.
practice
		The Company Secretaries advise the Board particularly on compliance
		with the Company's Constitution, Board policies and procedures, as
		well as compliance with relevant regulatory requirements, Companies
		Act 2016, corporate governance best practices and other applicable
		rules and regulations.
		The roles and responsibilities of the Company Secretaries include, but
		are not limited to the following:
		a)	Preparing Board and Board committee meetings' agenda,
			coordinating the preparation of meeting papers, meeting logistics
			and facilitate Board communications;
		b)	Attending and preparing minutes of Board meetings to document
			proceedings and decision are properly recorded;
		c)	Advising the Board on its roles and responsibilities in accordance
			with the relevant regulatory requirements, Companies Act 2016
			and other applicable rules and regulations are observed;
		d)	Advising the Board on corporate disclosures and compliance with
			Companies Act 2016 and Bursa Malaysia Securities Berhad's Main
			Market Listing Requirements ("MMLR") and other applicable rules
			and regulations;
		e)	Maintaining secretarial records and ensuring effective
			management of organisation's record;
		f)	Timely dissemination of information relevant to Directors' roles and
			functions and keeping them updated on new or evolving regulatory
			requirements;

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1. Monitoring governance developments and assist the Board in applying governance practices to meet the Board's needs and stakeholders' expectations;
2. Providing recommendation on available training programmes for
   Director's training and development;
3. Advising and managing processes pertaining to General Meetings;
4. Providing full access and services to the Board and carrying out other functions deemed appropriate by the Board from time to time.

All Directors have unrestricted access to the advice and services of the

Company Secretaries.

Explanation for	:
departure

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

Measure:

Timeframe:

9

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 1.6

Directors receive meeting materials, which are complete and accurate within a reasonable period prior to the meeting. Upon conclusion of the meeting, the minutes are circulated in a timely manner.

Application	:	Applied
Explanation on	:	All Directors are provided with meeting materials at least seven (7) days
application of the		prior the date of the meeting to ensure adequate time is allocated for
practice		the Board's deliberation of issues at the meeting.
		However, the Board and Board Committees also hold meetings to
		approve certain urgent matters and these meetings are called with less
		than seven (7) days' notice with the consent of all Board and Board
		Committee members.
		The draft minutes of meetings are circulated to the Board or Board
		Committee on a timely basis for review and confirmed at the next Board
		or Board Committee meeting. Thereafter, the signed minutes are kept
		in the minutes' book maintained by the company secretaries.
Explanation for	:
departure

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

Measure:

Timeframe:

10