DIRECTORS’ FIT AND PROPER POLICY
1. POLICY STATEMENT
The Board of Directors (“Board”) of Eksons Corporation Berhad (the “Company”) and its subsidiaries (“the Group”), provide strategic leadership that determines the financial position and future direction of the Group. Thus, it is essential that the Board possesses the competence, character, diligence, honesty, integrity and judgement to execute their duties in line with good corporate governance practices.
This Directors’ Fit and Proper Policy (“Policy”) serves to guide the Board and the Nomination Committee in their review, assessment and evaluation of candidates to be appointed as Director to the Board and Director(s) seeking for re-appointment.
The Group reserves the right to amend, delete or augment any provision in this Policy and other Policies as and when it deems necessary.
All policy changes shall be approved by the Board of Directors.
THE BOARD’S COMMITMENT AND RESPONSIBILITY
- The Board and Nomination Committee are primarily responsible to ensure all Directors fulfil the fit and proper criteria and for the conduct of assessments on the fitness and propriety of candidates to be appointed. Whilst the Group Managing Director decides on the assessments and appointments of key management personnel.
- The Board is committed to ensure each Director has the required appropriate skills and experience, in tandem with the role assigned, with all final determination on fitness and propriety to be made by the Board.
THE NOMINATION COMMITTEE’S RESPONSIBILITY
- The Nomination Committee, with assistance from Company Secretary, where required, is responsible for the assessment of existing Director(s) who are seeking for re-appointment as a Director of the Group, and makes recommendations to the Board.
COMPANY SECRETARY’S RESPONSIBILITY
- The Company Secretary ensures that suitable fit and proper assessments are carried out for each existing Director seeking re-appointment or candidates for nomination or appointment as a Director.
- The Company Secretary is to make the necessary submissions relevant to a particular assessment of a Director’s or candidate’s fitness and propriety.
- To provide to the Nomination Committee information on matters pertaining to the procedure for fit and proper assessments.
- Ensure that the Group implements reasonable processes to protect the information and documents collected for fit and proper assessments from misuse, unauthorised access, modifications or disclosure.
3. REQUIRED NOTIFICATION
- The Company is to make available to the person as soon as practical, upon nomination or proposed for appointment to Director or key management personnel, a copy of this policy and the details of competencies and training required for the Director or key management personnel.
- This policy will be part of the induction process for all Directors and key management personnel.
- The Group will take reasonable steps to ensure each Director or key management personnel is aware of and understands this policy before any assessments of their suitability to hold a Director or key management personnel position is conducted.
4. FIT AND PROPER CRITERIA
In considering and assessing whether a person is fit and proper to be appointed or re-appointed as a Director or key management personnel of the Company or its subsidiaries, the person must not be disqualified pursuant to the Companies Act 2016 and the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and shall be assessed with regards to the following :
- Character and integrity;
- Experience and competence; and
- Time and commitment.
** Pursuant to Section 198(1) of the Companies Act 2016 and Paragraph 15.05(1) of the MMLR
CHARACTER AND INTEGRITY
- is compliant with legal obligations, regulatory requirements and professional standards.
- has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court.
- Personal integrity
- has not perpetrated or participated in any business practices which are deceitful, oppressive, improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct.
- service contract (i.e. in the capacity of management or director) had not been terminated in the past due to concerns on personal integrity.
- has not abused other positions (i.e. political appointment) to facilitate government relations for the company in a manner that contravenes the principles of good governance.
- Financial integrity
- manages personal debts or financial affairs satisfactorily.
- demonstrates ability to fulfil personal financial obligations as and when they fall due.
- is of good repute in the financial and business community.
- has not been the subject of criminal proceedings or enforcement action, in managing or governing an entity for the past ten (10) years.
- has not been substantially involved in the management of a business or company which has failed (including a GN3 or PN17 company), where that failure has been occasioned in part by deficiencies in that management.
EXPERIENCE AND COMPETENCE
- Qualifications, training and skills
- possess appropriate qualification, training, skills, practical experience and commitment to effectively fulfil the role and responsibilities of the position.
- has a considerable understanding on the workings of a corporation.
- possesses general management skills as well as understanding of corporate governance and sustainability issues.
- keeps knowledge current based on continuous professional development.
- possesses leadership capabilities and a high level of emotional intelligence.
2. Relevant experience and expertise
- possesses relevant experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held, as well as reporting lines and delegated authorities.
3. Relevant past performance or track record
- had a career of occupying a high-level position in a comparable organisation and was accountable for driving or leading the organization’s governance, business performance or operations.
- possesses commendable performance record as gathered from the results of the board effectiveness evaluation.
TIME AND COMMITMENT
- Ability to discharge role having regard to other commitments
- able to devote time as a board member, having factored other outside obligations including concurrent board positions held by the director across listed companies and non-listed companies (including not-for-profit organizations).
- Participation and contribution in the Board or track record
- demonstrates willingness to participate actively in board activities.
- demonstrates willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the boardroom.
- manifests passion in the vocation of a director.
- exhibits ability to articulate views independently, objectively and constructively.
- exhibits open mindedness to the views of others and ability to make considered judgment after hearing the views of others.
5. PROCEDURE FOR FIT AND PROPER ASSESSMENT
- The fit and proper assessments on person within the scope of this policy document shall be conducted both prior to initial appointments or whenever the Group becomes aware of information that may materially compromise a person’s fitness and propriety.
2. The Group must support the fit and proper assessments with relevant information in relation to the person being assessed. Where significant reliance is placed on information that is obtained from the person being assessed, and that information is material to the determination of the person’s fitness and propriety, the Group shall take reasonable steps to verify the information against independent sources.
3. The Group shall have regard to the factors set out in Section 4 (Fit and Proper Criteria) in assessing a person’s fitness and propriety. The Group shall assess the factors individually, as well as collectively, taking into account their relative importance.
4. Failure to meet one factor on its own does not necessarily mean failure to meet the fit and proper criteria. The Group should consider the circumstances surrounding a person’s failure to meet specific factors, including the lapse of time since the occurrence of events, other contributing factors and the potential risks posed to the Group.
5. The assessment process will involve a good measure of judgement, which should be exercised objectively and in the best interests of the Group. The Group should consider that information relevant to such assessment may vary depending on the degree of an individual’s influence and responsibilities in the affairs of the Group.
6. PERIODIC REVIEW AND DISCLOSURE
The Nomination Committee should conduct a periodic review of the criteria to be used in the fit and proper assessment of Director(s). The Nomination Committee should promptly communicate the new changes or amendments of the criteria ie when there are changes to the Malaysian Code on Corporate Governance, MMLR of Bursa Securities or any other regulatory requirements, to the Board and individual Directors. Any recommendation for its revision will be highlighted to the Board for approval.
The Board should disclose the application of the Directors’ Fit and Proper Policy of the Company during the financial year in the Nomination Committee statement in the annual report.