CORPORATE GOVERNANCE 

 

TERMS OF APPOINTMENT OF INDEPENDENT DIRECTOR

At Scinox Fintech Limited, we value the contributions of our independent directors and are committed to maintaining the highest standards of corporate governance. The following are the terms of appointment for independent directors appointed to our board:

  1. Responsibilities: Independent directors are responsible for providing independent judgment on matters of strategy, performance, and risk management, and for monitoring the effectiveness of the company’s governance processes.
  2. Qualifications: Independent directors must possess the necessary qualifications and experience to make a valuable contribution to the board and must be free from any conflicts of interest.
  3. Expectations: Independent directors are expected to attend board and committee meetings, participate in ongoing education and training, and maintain a high standard of integrity and ethical conduct.
  4. Remuneration: Independent directors will receive fair and reasonable compensation for their services, as determined by the board of directors.
  5. Appointment and Reappointment: Independent directors will be appointed and reappointed based on a formal evaluation process and must be approved by a majority of the shareholders.

These terms of appointment are subject to review and revision by the board of directors, and any changes will be communicated to shareholders in a timely manner.”

 

BOARD OF DIRECTORS- COMMITTEE STRUCTURE

We have established several committees of the Board of Directors to provide oversight and guidance on key areas of the business. These committees include:

Audit Committee:

  • Composition: The Audit Committee is composed of at least three independent directors, including the Chairperson.
  • Responsibilities: The Audit Committee is responsible for overseeing the financial reporting process, monitoring the company’s internal control systems, and reviewing the company’s financial statements.
  • Members: 

Compensation Committee:

  • Composition: The Compensation Committee is composed of at least three independent directors, including the Chairperson.
  • Responsibilities: The Compensation Committee is responsible for overseeing the company’s executive compensation program, including the review of the performance of the senior management team and the determination of their compensation.
  • Members: 

Governance Committee:

  • Composition: The Governance Committee is composed of at least two independent directors, including the Chairperson.
  • Responsibilities: The Governance Committee is responsible for overseeing the company’s corporate governance practices and ensuring that the company is adhering to all relevant laws and regulations.
  • Members:

Risk Management Committee:

  • This committee is responsible for identifying, evaluating and mitigating the risks that the company is facing. This includes regular risk assessments, internal controls, and reporting to the Board of Directors.

Nomination Committee:

  • This committee is responsible for identifying and evaluating candidates for appointment to the board of directors. It also recommends the candidates for the approval of the shareholders.

Corporate Social Responsibility Committee:

  • This committee is responsible for overseeing the company’s corporate social responsibility activities, including the company’s environmental sustainability, community engagement, and human rights policies.

 

CODE OF CONDUCT 

“Code of Conduct for Senior Management and Board of Directors”

We are committed to conducting business in an ethical and responsible manner. The following Code of Conduct applies to all senior management and members of the Board of Directors of the company:

  1. Compliance with Laws and Regulations: We will comply with all applicable laws and regulations and will avoid any illegal or unethical behaviour.
  2. Conflicts of Interest: We will avoid conflicts of interest and will disclose any potential conflicts to the appropriate parties.
  3. Protecting Company Assets: We will protect and use the company’s assets in a responsible manner and will not use them for personal gain.
  4. Insider Trading: We will not use or share any non-public information for personal gain or to benefit others.
  5. Harassment and Discrimination: We will not tolerate any form of harassment or discrimination in the workplace.
  6. Business Conduct: We will conduct ourselves with integrity and professionalism in all business dealings and will not engage in any conduct that could damage the company’s reputation.
  7. Reporting Violations: We will report any violations of this Code of Conduct to the appropriate parties.

We are committed to maintaining the highest standards of ethical conduct and will take appropriate action against any violations of this Code of Conduct.”

 

RELATED PARTY TRANSACTION POLICY

At Scinox Fintech Limited, we are committed to conducting business in an ethical and transparent manner, including in our dealings with related parties. The following policy applies to all transactions between the company and its related parties:

  1. Definition of Related Parties: A related party is defined as any person or entity that is related to the company through common ownership, control, or significant influence. This includes, but is not limited to, affiliates, subsidiaries, directors, officers, and key management personnel.
  2. Disclosure and Approval: All transactions between the company and related parties must be disclosed to the Board of Directors and be subject to approval by the Board, or a committee of independent directors.
  3. Fair Market Value: All transactions between the company and related parties must be conducted at fair market value and must be in the best interest of the company and its shareholders.
  4. Conflict of Interest: All transactions between the company and related parties must be free from any conflicts of interest, and any potential conflicts must be disclosed to the Board of Directors.
  5. Transparency and Reporting: All transactions between the company and related parties must be fully disclosed in the company’s financial statements and other regulatory filings.
  6. Compliance with Laws and Regulations: All transactions between the company and related parties must comply with all applicable laws and regulations.

 

VIGIL MECHANISM & WHISTLE BLOWER POLICY

we are committed to maintaining the highest standards of integrity, transparency and ethical conduct in our business operations. We have established a vigil mechanism and whistleblower policy to provide a safe and secure platform for employees and other stakeholders to report any concerns or suspicions of illegal or unethical conduct within the organization.

  1. Reporting mechanisms: We have established multiple reporting mechanisms, including a dedicated hotline, email address, and an online portal, to ensure that all employees and other stakeholders have a secure and confidential way to report their concerns.
  2. Protection of whistleblowers: We protect whistleblowers from retaliation, discrimination, or any other form of harassment for making a report in good faith.
  3. Prompt investigation: All reports will be promptly investigated by an independent committee, which will be established with the purpose of investigating the matter and taking appropriate action.
  4. Confidentiality: All reports will be kept confidential, and only shared with the necessary parties on a need-to-know basis.
  5. Regular training: We conduct regular training for our employees and other stakeholders on the importance of the vigil mechanism and whistleblower policy and how to report concerns or suspicions.
  6. Compliance with laws and regulations: Our vigil mechanism and whistleblower policy is designed to comply with all relevant laws and regulations.

We are committed to fostering an open and transparent culture where all employees and other stakeholders feel safe and secure in reporting any concerns or suspicions of illegal or unethical conduct.