DIRECTORS’ FIT AND PROPER POLICY

1. PURPOSE

1.1 The key objective of this policy ("Fit and Proper Policy") is to set out the criteria for selection of candidates that are proposed to be appointed as directors of Master-Pack Group Berhad ("Company") and its subsidiaries as well as directors who are seeking for re-election. The criteria are intended to guide the Nominating Committee ("NC") and the Board of Directors (“Board”) in their review and assessment of such candidates in making their selection.
1.2 The NC is responsible to assess the candidates as per Fit and Proper Policy and make the relevant recommendation to the Board on the proposal regarding appointment and re-election of directors.
1.3 The Board is to approve such proposal and where relevant, make a recommendation to the shareholders of the Company for approval at an annual general meeting.


2. SCOPE

2.1 The Fit and Proper Policy applies to the appointment and re-election of directors of the Company and its subsidiaries. The NC and Board may delegate the responsibility for fit and proper assessment and decision on the appointments for senior management i.e. the Chief Executive Officer, Chief Financial Controller, Managing Director, Group Human Resources.


3. COMPLIANCE REQUIREMENTS

3.1 This Policy has been prepared to ensure compliance with Paragraph 15.01A of the Listing Requirements (“LR”) that states a listed issuer must have a fit and proper policy for the appointment and re-election of directors of the listed issuer and its subsidiaries, ensure the policy addresses board quality and integrity and will aid the listed issuer to comply with paragraph 2.20A of the LR, and to make available the policy on its website.


4. FIT AND PROPER CRITERIA

4.1 Any person to be appointed or re-elected as a director of the Company or its subsidiaries has been assessed to have met all the fit and proper criteria based on, at minimum, the following:
(a) character and integrity;
(b) experience and competence; and
(c) time and commitment.


I. Character and Integrity
• Is not or has not been subjected to conviction by a court of law, whether within Malaysia or in other countries, of an offence involving bribery, fraud or dishonesty or where the conviction involved a finding that he/she acted fraudulently or dishonestly
• is compliant with legal obligations, regulatory requirements and professional standards.
• 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.
• Had not had his/her service contract ( i.e. in the capacity of management or director) 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
• manages personal debts or financial affairs satisfactorily and have the ability to fulfil personal financial obligations as and when they fall due.
• Is not involved in any business arrangement or other relationship which could materially pose a conflict of interest or interfere with the exercise of his/her judgement when acting in the capacity of a Director


II. Experience and Competence
• Possesses education qualification or professional experience that is relevant to contribute to a balanced mix of skill set to create a balance board composition
• possesses general management skills as well as understanding of corporate governance and sustainability issues
• has considerable understanding of the Company’s core business industry including the accompanying risk and management
• keeps abreast of current development in the industry or profession by pursuing continuous professional development


III. 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).
• Able to physically attend and participate in board meetings, committees meeting and general meetings
• demonstrates willingness to devote time and effort to understand the Company’s businesses, sustainability in terms of environment, social and governance
• 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
• possesses commendable past performance track record according to prior years board effectiveness evaluations results


5. REPORTING REQUIREMENTS

5.1 Pursuant to Paragraph 15.08A(3) of the LR, the Company shall disclose in its annual report, a statement about the activities of the NC in the discharge of its duties for the financial year which includes the application of the Fit and Proper Policy in the nomination and election of its directors, how the requirements set out in paragraph 2.20A of the LR are met and contain the following information:
(i) the policy on board composition having regard to the mix of skills, independence and diversity (including gender diversity) required to meet the needs of the listed issuer;
(ii) the board nomination and election process of directors; and
(iii) the assessment undertaken by the nominating committee in respect of the performance of its board, committees and individual directors together with the criteria used for such assessment.

5.2 A copy of the Fit and Proper Policy is available on the Company’s website.
5.3 The Directors Fit and Policy shall be reviewed by the Nominating Committee as and when required taking into consideration the needs of the Company and the Group or any changes in LR regulations.
This Directors Fit and Policy has been approved by the Board via circular resolution.
 
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