The purpose of this Directors’ Fit and Proper Policy (“Policy”) serves to guide the Nominating Committee and Board of Directors (“Board”) of ViTrox Corporation Berhad (“ViTrox” or “the Company”) in their review and assessment of candidates that are to be appointed onto the board as well as directors who are seeking for re-election in ViTrox and/or its subsidiaries.
Amongst other, the considerations that underpin the overarching criteria in relation to a fit and proper policy are outlined and elucidated below:-
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 authority or a court in the past 5 years.
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.
manages personal debts or financial affairs satisfactorily;
has not demonstrated inability 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 criminal proceedings or enforcement action, in managing or governing an entity for the past 10 years;
has not been the subject of any bankruptcy proceedings;
has not been substantially involved in the management of a business or company which has been fined and/or charged in court for non-compliance of regulatory requirements or been the subject of creditors’ winding-up proceedings.
Experience and competence
Qualifications, training and skills
possesses education qualification that is relevant to the skill set that the director is earmarked to bring to bear onto the boardroom (i.e. a match to the board skill set matrix);
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 organisation, and was accountable for driving or leading the organisation’s governance, business performance or operations;
possesses commendable past 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 issuers and non-listed entities (including not-for-profit organisations).
Participation and contribution in the board or track 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.
REVIEW OF THIS POLICY
The Nominating Committee shall with the assistance of Management review the adequacy of this Policy on a regular basis and may from time to time recommend the proposed changes to the Board as it deems appropriate to reflect new best practices and new legal or regulatory requirements.
The Directors’ Fit and Proper Policy has been adopted by the Board on 30 May 2022.