Corporate Governance Statement
SCX.ai Holdings Limited is committed to achieving high standards of corporate governance. This statement sets out our compliance with leading corporate governance principles and recommendations.
Our Corporate Governance Plan and policies are reviewed at least annually. Where our practices differ from best practice recommendations, we explain our approach and rationale.
Governance Principles & Recommendations
The following table summarises our compliance with each of the eight core corporate governance principles.
| No. | Principle | Our Practice | Documents | Status |
|---|---|---|---|---|
| 1 | Lay solid foundations for management & oversight | Board Charter defines roles and CEO authority; annual performance evaluations. | Complies | |
| 2 | Structure the Board to be effective and add value | Majority independent NEDs; independent Chair; clear skills matrix; annual independence review. | Complies | |
| 3 | Instil a culture of acting lawfully, ethically & responsibly | Code of Conduct; Anti-Bribery & Corruption; Whistleblower. | Complies | |
| 4 | Safeguard integrity in corporate reporting | Audit & Risk Committee (independent chair); CEO/CFO declarations; external audit oversight. | Complies | |
| 5 | Make timely & balanced disclosure | Continuous Disclosure Policy; Board oversight of market releases; designated spokespeople. | Complies | |
| 6 | Respect the rights of security holders | ASX page + website archive; AGM webcast; electronic communications by default. | Complies | |
| 7 | Recognise & manage risk | Board and Audit & Risk Committee oversight of enterprise risk; cyber and AI-safety risk registers; annual viability statement. | Complies | |
| 8 | Remunerate fairly & responsibly | Remuneration & Nomination Committee; NED cash fees only unless SH approves equity; STI/LTI aligned to ARR, EBITDA, tokens/kWh, safety. | Complies |
Compliance Note
This Corporate Governance Statement has been prepared in accordance with leading corporate governance principles and recommendations.
Where a recommendation has not been followed, the Company has explained why not and any alternative practices adopted in its place. The Company's governance framework is designed to be proportionate to the size, complexity, history and risk profile of the Company.
This statement is reviewed annually and was approved by the Board of Directors.