Overview

Directors’ Fit and Proper Policy

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INTRODUCTION

The Directors’ Fit and Proper Policy (“DFP Policy” or “Policy”) serves as a guide for the Nomination and Remuneration Committee (“NRC”) and the Board of Directors (“Board”) of the Company in assessing the following:

  1. The new appointment of the director;
  2. Re-election of director; and
  3. Other circumstances as deemed necessary by the Board/NRC or whenever the Company becomes aware of information that may materially compromise a person’s fitness and propriety

OBJECTIVES

  1. The key objective of the DFP Policy is to outline the criteria for selecting candidates proposed for appointment as directors of KPS Berhad and its subsidiaries, as well as for directors who are seeking re-election
  2. The criteria are intended to guide the NRC and the Board in their review and assessment of the proposal regarding the appointment and re-election of directors.
  3. The Board is to approve such proposal and, where relevant, to make a recommendation to the shareholders of the Company for approval at the annual general meeting of KPS Berhad and/or KPS Berhad Group.

SCOPE

The DFP Policy applies to the appointment and re-election of directors of the Company and its subsidiaries (“KPS Berhad Group”). It also guides the selection of candidates as the Company’s nominee directors on the boards of joint venture companies and associate companies.

STATEMENT OF THE DFP POLICY

A director of the Company or any person to be appointed as a director of KPS Berhad Group must not be disqualified to act under the Sections 198 or 199 of the CA2016 and Paragraph 15.05(1) of the MMLR of Bursa Securities, and have been assessed to have met all the fit and proper criteria based on, at minimum, relating to the following:

  1. Character and Integrity
  2. Experience and Competence
  3. Time and Commitment

OTHER ASPECTS OF THE DFP POLICY

  • Fit and Proper Assessment Procedures
  • Compliance with Disclosure Requirements
  • Exception