DIRECTORS’FIT & PROPER POLICY
This Policy sets out the approach and guide to the Company’s Board of Nomination and Remuneration Committee and Board of Directors for the appointment and re-election of Directors of IDEALUBIB and its subsidiaries.
This Policy ensures that each of the Directors has the character, experience, integrity, competence and time to effectively discharge their role as a Director of IUBIB and its subsidiaries.
The fit and proper criteria of a Director include but not limited to the following:
- Character and integrity
- Experience and competence
- Time and commitment
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 in 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 civil or criminal proceedings or enforcement action, in managing or governing an entity for the past 10 years
- has not been substantially involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management
Experience and competence
- Qualifications, training and skills
- has the appropriate qualification, training, skills, practical experience and commitment to effectively fulfil the role and responsibilities or 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
- 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, number of subordinates as well as reporting lines and delegated authorities
- Relevant past performance or track record
- had a career of occupying a high-level position in a comparable organization, 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 tract 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
The fit and proper assessments on each director within the scope of this Policy shall be conducted by the Company at the initial appointments before recommending to the Board for approval. Assessments will be carried out at regular intervals of at least annually or whenever the Company becomes aware of information that may materially compromise a Director’s fitness and propriety.
The Company will consider the criteria set out above in their assessment. The factors shall be assessed both individually and collectively. The Company should exercise the assessment objectively in the best interest of the Company.
The results of the assessments are part of the Company’s internal documents and shall not be disclosed or provided to any other party.
The Nomination Committee will review this Policy and recommend to the Board for approval. This Policy may be reviewed and amended, from time to time, as and when necessary to ensure its relevance and effectiveness in keeping with the needs of the Company and when there are changes to the Malaysian Code on Corporate Governance, Listing Requirements of Bursa Malaysia Securities Berhad and/or any other relevant regulatory requirements.