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; | ||
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 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;
- guiding and mediating Board actions with respect to organisational priorities and governance concerns;
- 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
- 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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- Monitoring governance developments and assist the Board in applying governance practices to meet the Board's needs and stakeholders' expectations;
-
Providing recommendation on available training programmes for
Director's training and development; - Advising and managing processes pertaining to General Meetings;
- 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
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Disclaimer
Scanwolf Corporation Bhd published this content on 31 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 October 2023 10:22:17 UTC.