Purpose

This Policy set out the fit and proper criteria for the appointment and re-appointment of Directors on the Boards of Emico Holdings Berhad.

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 Emico Holdings Berhad.

Serve as a guide to the Nomination Committee (“NC”) and the Board in their 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.

Criteria

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

Character and Integrity

  • is compliant with legal obligations, regulatory requirements and professional standards
  • 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
  • is not or has not been the subject of any proceedings of a disciplinary or criminal nature, or has been notified of any impending proceedings or of any investigations, which might lead to such proceedings

Experience and competence

  • has the appropriate qualification, training, skills, practical experience and commitment to effectively fulfil the role and responsibilities of the position
  • has a considerable understanding on the business and workings of the Group
  • 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
  • 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

Time and commitment

  • 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)
  • 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
  • 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

Review of the Policy

The NC shall recommend any change to the Policy as the NC 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.