The Board of Directors of AppAsia Berhad (“the Company”) has adopted this Directors’ Fit and Proper Policy (“the Policy”) which is intended for the Company and its subsidiaries (collectively referred to as “the Group”).
The Policy serves to guide the Nomination Committee (“NC”) of the Company and its Directors to review and assessment of candidates that are to be appointed onto the Board as well as Directors who are seeking for election or re-election.
This Policy is firmly aligned with the achievement of the Company’s business objectives, values and principles.
2.1 For the purpose of establishing whether a person is fit and proper to be elected or re-elected to the Board of the Group, the candidate has to be assessed based on the following criteria:
1. Character and Integrity
b) Personal Integrity
c) Financial Integrity
2. Experience and competence
a) Qualifications, training and skills, relevant experience and expertise
b) Relevant past performance or track record
Possesses relevant experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held, number of subordinates as well as reporting lines and delegated authorities.
3. 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
a. The NC will assess each candidate for election or re-election based on the criteria set under item 2.1 before recommending to the Board for approval.
b. For the election of a new Director, the candidate is required to provide a consent in writing to be a director and make a declaration that he is not disqualified from being appointed or holding office as a director of a company under the Companies Act 2016.
a. Where the candidate is an employee of the Group, the Board of the subsidiary of the Company will assess each candidate for appointment or re-election based on the criteria set under item 2.1.
b. Where a candidate who is not an employee of the Group is being proposed for appointment or re-election to the Board of the subsidiary of the Company, then the Executive Director(s) will assess such candidate based on the criteria set under item 2.1.
c. For the appointment of a new Director, the candidate is required to provide a consent in writing to be a director and make a declaration that he is not disqualified from being appointed or holding office as a director of a company under the Companies Act 2016.
This Policy should be reviewed annually by the NC.
Any revision or amendment to this Policy, as proposed by the Committee or any third party, shall first be presented to the Board for its approval. Upon the Board’s approval, the said revision or amendment shall form part of this Policy and this Policy shall be considered duly revised or amended.
The Policy should be disclosed on the Company’s website.