Directors' Fit and Proper Policy


1.      PURPOSE

  1. This Policy set out the fit and proper criteria for the appointment and re-appointment of Directors on the Boards of Fibon Berhad (“Fibon” or the “Company”) and its subsidiaries.

  2. To ensure that each of the Directors has the character, experience, integrity, competence and time to effectively discharge his/her role as a Director of Fibon Berhad and its subsidiaries.

  3. To guide the Board and the Nomination & Remuneration Committee in the assessment and evaluation of: -

  1. any candidate to be appointed as a new Director to the Board; and
  2. any existing Director who is seeking for re-appointment.


2.       CRITERIA

          The fit and proper criteria of a Director include but not limited to the following:


          i. Character and Integrity

                       a.  Probity

  • is compliant with legal obligations, regulatory requirements and professional standards
  • has not been misleading, removed or untruthful in dealings with professional or regulatory bodies or a court

    •                     

                b.   Personal integrity

  • has not perpetrated or participated in any business practices which are deceitful or oppressive which otherwise reflect discredit on his professional conduct
  • service contract had not been terminated in the past due to concerns on personal integrity

                   

                      c.    Financial integrity

  • manages personal debts or financial affairs satisfactorily
  • demonstrates ability to fulfil personal financial obligations as and when they fall due

             

                      d.   Reputation

  • is of good repute in the financial and business community
  • has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity for the past 5 years

                    

          ii.  Experience and competence

                      a.   Qualifications, training and skills

  • Possess the educational qualification that is relevant to the skill set required of a director in the boardroom.
  • has a considerable understanding on the business and 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
  • Financially Literate especially able to read and understand Company Regulations and Financial Statements.

    •                     

                     b.   Relevant experience and expertise

  • possess relevant experience and expertise with due consideration given to past length of service, nature and size of business, and responsibilities held.


                         c.   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 organisation’s governance, business performance or operations
    • possess commendable past performance record as gathered from the results of the board effectiveness evaluation

               

               iii. Time and commitment

                          a.   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 issuers and non-listed entities (including not-for-profit organisations)

                        

                          b.  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

    3.       THE ASSESSMENT

      1. The Nomination & Remuneration Committee will assess each person for a new appointment or re-appointment of Directors based on the criteria set under item 2.1 before recommending to the Board for approval.
      2. 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. The Board will consider the specific circumstances surrounding a director’s failure to meet specific factors, such as the lapse of time since the occurrence of events, other contributing factors and the significance of the event from the perspective of potential risks posed to the Company.
      3. If the assessment and evaluation result is satisfactory, the Nomination & Remuneration Committee will recommend the candidate’s appointment as a new Director of the Group to the Board for deliberation and approval.
      4. The results of the assessments are part of the Company’s internal documents and shall not be disclosed or provided to any other party.


    4.       REVIEW OF THE POLICY
      1. The Nomination & Remuneration Committee shall recommend any change to the Policy as the Nomination & Remuneration Committee deems appropriate to the Board for approval. The terms of the Policy shall be assessed, reviewed and updated where necessary i.e., when there are changes to the Malaysian Code on Corporate Governance, Listing Requirements of Bursa Malaysia Securities Berhad or any other regulatory requirements.


      Reviewed by Nominating Committee and approved by Board of Directors on 29 June 2022.