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Directors' Fit and Proper Policy

The Directors’ Fit and Proper Policy (“Policy”) serves as a guide for the Nomination & Remuneration Committee (“NRC”) and the Board of the Directors (“the Board”) of the Company and its subsidiaries (“the Group”) in their review and assessment of candidates that are to be appointed onto the Board as well as Directors who are seeking re-election.

This Policy is to ensure that each of the Directors shall possess the character, integrity, competence, relevant range of skills, knowledge, experience and the time commitment that allows them to carry out their duties and responsibilities in an effective manner and in the best interest of the Group and its stakeholders.

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

(a) Character and Integrity
  • Probity
    • is compliant with legal obligations, regulatory requirements and professional standards.
    • has not been obstructive, misleading or untruthful in dealings with regulatory bodies or 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 (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 held 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.
  • 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 10 years.
(b) Experience and Competence
  • Qualifications, training and skills
    • possesses education qualification that is relevant to the skill set that the Director is bringing onto 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.
    • possesses leadership capabilities and a high level of emotional intelligence.
  • Relevant experience and expertise
    • possesses relevant experience and expertise with due consideration given to past appointments.
  • Relevant past performance or track record
    • has satisfactory past performance or track record in past appointments and/or expertise in the nature of the Group’s business.
(c) 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 issuers and non-listed entities (including not-for-profit organisations).
  • 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 judgement after hearing the views of others.

This Policy shall be reviewed and updated periodically to ensure that it continues to remain relevant and in line with best practices. All revisions recommended by the NRC shall be subject to the approval of the Board.
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