Fit And Proper Policy And Procedures

FIT AND PROPER POLICY AND PROCEDURES (“the Policy”)
1.	SCOPE AND PURPOSE The purpose of the Policy is to set out the criteria and approach to assess the potential candidates for appointment and re-election as Directors and Company Chief Executives (“Directors and Chief Executives”) of the Company and its subsidiaries. Under this Policy, the Directors and Chief Executives must possess the character, integrity, competence and time commitment to serve in the best interest of the Company and its stakeholders. At the same time, they shall conduct themselves with the highest integrity and professionalism and comply with all relevant legal and regulatory obligations.
2.	FIT AND PROPER CRITERIA To qualify as a Director and Chief Executive of the Company and its subsidiaries, an individual shall meet the following principal criteria:
	(i)	Probity, integrity and reputation – practice good personal qualities such as honesty, integrity, diligence, independence of mind and fairness.
	(ii)	Competency and capability – possess the relevant knowledge, experience, and ability to understand the technical requirements of the business, the inherent risks and the management process required to perform their role and responsibilities effectively.
	(iii)	Commitment – dedicate adequate time to the Board and management meetings and activities and develop and acquire the knowledge needed to discharge their duties professionally.
	Functionally, the Nomination Committee (“NC”) shall define the specific factors for evaluating the fit and proper assessment. The detailed criteria underpinning these principles are illustrated in Appendix I of this Policy. These criteria are not exhaustive and shall be based on the circumstances and requirements relevant to the Group and their relative importance.
3.	RESPONSIBILITY The NC is primarily responsible for reviewing and evaluating that the Directors and Chief Executives fulfil the fit and proper requirements. Such review and evaluation shall be conducted before the initial appointment and at least once annually. However, the NC shall conduct additional assessments whenever it becomes aware of information that may compromise the Directors’ and Chief Executives’ fitness and propriety. To facilitate the review of the fitness and proprietary of the Chief Executives, the Executive Chairman will assess its Chief Executives and provide the result of his evaluation on these Chief Executives to the NC accordingly. The Company Secretary is responsible for assisting the NC in administering the evaluation process by:-
	(i)	initiating the arrangement of the assessment;
	(ii)	providing information and highlighting matters that are relevant to the assessment of Directors to the NC;
	(iii)	summarising the outcomes of the deliberation and assessment of NC for the attention of the Board; and
	(iv)	ensuring the confidentiality of the information and documents collected for the assessment.
4.	ASSESSMENT PROCESS In addition to providing an updated profile annually, the Directors and Chief Executives are required to complete the Self Declaration of Fit and Proper Criteria and to provide their consent for allowing necessary checking and verification to be conducted on the documents and information provided. The checking may include previous employment verification, professional reference checks, education confirmation and/or criminal record and credit checks. For re-appointment, the Directors will also be evaluated based on the existing individual director performance evaluation form. Based on the information provided, the NC will evaluate the Directors and Chief Executives based on the fit and proper criteria as spelt out in Appendix I to the Board. The NC has the power not to recommend to the Board the re-appointment of retiring Directors who do not meet the policy requirements.
5.	MONITORING Any person aware of information causing the Directors and Chief Executives unfit and improper to continue in office is encouraged to provide their information according to the Company’s Whistleblowing Policy. Upon receiving this information, the NC shall within 14 days investigate and report its findings to the Board. Directors and Chief Executives shall vacate their office immediately if they become unfit and improper to assume their roles.
6.	DISCLOSURES The NC shall disclose the application of Fit and Proper Policy in the NC Statement in the Annual Report, and provide the following information in the Company’s Corporate Governance Report:
	•	How the annual performance assessments of the board, its committees, individual director and chief executives were conducted, the criteria used for fit and properness, contribution and performance, and calibre and personality;
	•	Whether an independent expert was engaged, or was it internally facilitated;
	•	Key strengths and enhancements that were identified from the evaluation; and
	•	Impact of the evaluation on board composition.
7.	REVIEWS OF POLICY This Policy shall be reviewed by the NC periodically according to the regulatory changes and the practices under the Malaysian Code on Corporate Governance. Changes in the Policy shall be proposed by the NC and subject to the Board’s approval with a formal resolution.
FIT AND PROPER CRITERIA \| APPENDIX I
1.	Character and Integrity
	(a)	Probity
		(i)	complies with legal obligations, regulatory requirements and professional standards.
		(ii)	have not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court.
		(iii)	have not been reprimanded, disqualified, or removed by a professional or regulatory body.
	(b)	Solvency
		(i)	manage personal financial affairs prudently.
		(ii)	demonstrate the ability to fulfil personal financial obligations.
		(iii)	have not been subjected to an unsatisfied judgment debt.
	(c)	Personal Integrity, Honesty and Ethical Behaviour
		(i)	have not perpetrated or participated in any business practices which are deceitful, oppressive, improper or reflect discredit on their professional conduct.
		(ii)	service contracts in the capacity of management or Director have not been terminated due to personal integrity issues.
		(iii)	have no concurrent responsibilities or interests which would contribute to a conflict-of-interest situation or otherwise impair the ability to discharge duties and responsibilities as a Director or Chief Executive of the Company and its subsidiaries.
		(iv)	have not abused their positions in a manner that contravenes governance and professional ethics.
	(d)	Reputation
		(i)	have a good reputation in the business communities.
		(ii)	have not been the subject of civil or criminal proceedings or enforcement action in managing or governing an entity for the past.
		(iii)	have not been reprimanded by local and overseas regulatory authorities.
		(iv)	have not been substantially involved in the management of a business or company which has failed due to management deficiencies.
2.	Competence and Capability
	(a)	Qualifications and Skillsets
		(i)	possess education qualification relevant to the Board’s requirements.
		(ii)	have a considerable understanding of the business and workings of a public corporation.
		(iii)	have adequate knowledge of Environment, Social & Governance (ESG) issues.
		(iv)	possess general management skills and an understanding of governance practices.
		(v)	able to read and understand financial statements.
		(vi)	keep abreast with current knowledge about the industry.
	(b)	Experience and Performance
		(i)	possess relevant experience and expertise in terms of length of service, nature and size of business, responsibilities held, number of subordinates, reporting lines, and delegated authorities.
		(ii)	had careers of occupying a high-level position in a comparable organisation and were accountable for governance, business performance or operations.
		(iii)	possess commendable past performance record in the board effectiveness evaluation.
3.	Commitment
	(i)	able to devote time as Board members, besides other concurrent Board positions.
	(ii)	demonstrate willingness to participate actively in Board activities.
	(iii)	devote time and effort to understanding the businesses.