DIRECTORS' FIT AND PROPER POLICY ("THE POLICY")

1. INTRODUCTION

Pursuant to Paragraph 15.01A of the amended Main Market Listing Requirements ("MMLR") which comes into effect on 1 July 2022, a listed issuer must have a fit and proper policy for the appointment and re-election of directors of the listed issuer and its subsidiaries.

15.01A Fit and Proper Policy
A listed issuer must -
  • have a fit and proper policy for the appointment and re-election of directors of the listed issuer and its subsidiaries;
  • ensure the policy addresses board quality and integrity and will aid the listed issuer to comply with Paragraph 2.20A of these Requirements; and
  • make available the policy on its website.
2. OBJECTIVE

2.1 To develop a formal fit and proper policy for the appointment and re-election of directors of the Company and its subsidiaries ("Group").

2.2 To ensure the directors of the Group has the character, experience, integrity, competence and time to effectively discharge his/her role as a director.

3. MINIMUM REQUIREMENTS FOR DIRECTORS

3.1 Work Experience
  • 10 years or more in any industry.
  • Have been in senior management position or have managed own business.
  • Part of a successful and profitable corporation in a senior management position.
3.2 Qualifications
  • Bachelor / Master Degree, Professional qualification or equivalent; and
  • Have at least 10 years of relevant working experiences.
3.3 Personal Attribute and Background
  • Good character with high integrity and credibility;
  • Sufficient experience and competence in his/her field of expertise;
  • Able to commit time for Directors' Meetings, attend relevant trainings and/or other relevant functions of the Company;
  • Able to keep abreast with current global developments and sustainability efforts;
  • Compliances with the Companies Act 2016 –
    • is not an undischarged bankrupt;
    • has not been convicted of any offence relating to the promotion, formation or management of a corporation;
    • has not been convicted of an offence involving bribery, fraud or dishonesty;
    • has not been convicted of an offence under the Companies Act 2016; or
    • has not been disqualified by the Court to act as director or promoter of a company.
  • Compliances with the Main Market Listing Requirements of Bursa Malaysia Berhad ("MMLR")–
    • to qualify as a director or independent director in accordance with the respective definitions set out in Paragraph 1.01 of the MMLR; and
    • hold not more than 5 directorships in listed issuers under Paragraph 15.06 of the MMLR.

4. ASSESSMENT PROCEDURES OF FIT AND PROPRIETY OF DIRECTORS

4.1 The fit and proper assessments on each director within the scope of this Policy shall be conducted by the Company both prior to initial appointments and at regular intervals of at least annually or whenever the Company becomes aware of information that may materially compromise a director's fitness and propriety.

4.2 The Company will consider the criteria set out in Clause 3 above in assessing a director's fitness and propriety. The factors shall be assessed individually, as well as collectively, taking into account their relative importance. Failure to meet one factor on its own does not necessarily mean failure to meet the fit and proper criteria.

4.3 The Nomination and Remuneration Committee ("NRC") will evaluate candidates for new appointment as Directors based on the fit and proper criteria set out in Clause 3 above before recommending to the Board for approval.

4.4 For re-appointment of directors, the directors will be evaluated based on the same criteria as set out in Clause 3 and the NRC has the power not to recommend to the Board the re-appointment of retiring directors who do not meet the said criteria.

4.5 For new appointments, the candidates are required to complete a self-declaration of fit and proper form and authorise the Company to perform background check, if necessary, which may cover previous employment verification, professional reference checks, education confirmation and/or criminal record and credit checks. The information gathered shall be for t he NRC's strict use for the purpose of the assessment and not for public disclosure.


5. DISCLOSURE AND REVIEW OF THE POLICY

5.1 All Confidential Disclosures are to be channelled in accordance with the procedures outlined under this Policy.

5.2 Pursuant to Paragraph 15.01A of the MMLR, the Policy will be published on the Company's website.

5.3 Pursuant to Paragraph 15.08A of the MMLR, a statement on the application of the Policy in the nomination and election of directors will be disclosed in the nomination committee statement in the Company's Annual Report, containing information such as –

  • the mix of skills, independence and diversity (including gender diversity) of the Board of Directors;
  • the nomination and election process of directors; and
  • the assessment taken by the nomination committee in respect of the performance of its board, committees and directors together with the criteria used for such assessment.





This Policy has been adopted by the Board of Directors on 23 June 2022.