Corporate Governance

DIRECTORS’ FIT AND PROPER POLICY

1. POLICY OBJECTIVE

AE Multi Holdings Berhad (“AEM” or “the Company”) has adopted a Directors’ Fit and Proper Policy (“Policy”) for the appointment and re-election of Directors of the Company and its subsidiaries (collectively referred to as “the Group”).

The objective of this Policy is to set out the fit and proper criteria in guiding the Nominating and Remuneration Committee (“NRC”) and the Board of the Company in their review and assessment of potential candidates who are to be appointed as Directors of the Company and/or its subsidiaries as well as Directors who are seeking for re-election. This is to enhance the governance of the Company in relation to the Board’s quality and integrity as well as ensure each of the Director has the integrity, credibility, competence, experience, time and commitment to discharge his/her role as a Director.

This Policy is developed in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) to ensure compliance with the responsibilities imposed.

2. FIT AND PROPER CRITERIA

The assessment procedure shall be in a form of due diligence taking into consideration of the fit and proper criteria, include but not limited to the following:-

A. Character and Integrity

In assessing the person’s character and integrity, the considerations set out below may be considered by the NRC and the Board:

(i) Probity

Is compliant with legal obligations, regulatory requirements, and professional standards.
Has not been obstructive, misleading, or untruthful in dealings with regulatory bodies or a court of law.

(ii) 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 the person’s professional conduct.
Past service contract(s) (i.e. in the capacity of management or Director), had not been terminated due to concerns on personal integrity.
Has not abused other positions that he has held (i.e. political appointment) to facilitate government relations for the Group in a manner that contravenes the principles of good governance and professional ethics.

(iii) Financial integrity

Manages personal debts or financial affairs satisfactorily.
Demonstrates ability to fulfill personal financial obligations as and when they fall due.

(iv) Reputation

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 five (5) 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.
Has not been reprimanded by the Securities Commission Malaysia, Bursa Securities, Companies Commission of Malaysia, Bank Negara Malaysia or any other regulatory authorities, both local or abroad for the past year.

B. Competence and Experience

In assessing the person’s experience and competence, the considerations set out below may be considered by the NRC and the Board:

(i) Qualifications, training, and skills

Possesses education qualification that is relevant to the skill set that he/she 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 good corporate governance and sustainability issues.
Keeps knowledge current based on continuous professional development.
Possesses leadership capabilities and a high level of emotional intelligence.

(ii) 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.

(iii) Relevant past performance or track record

Had a career of 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 or based on the financial and non-financial performance of the corporation where the person identified for appointment as a Director was involved.

C. Time and Commitment

In assessing the person’s time and commitment, the considerations set out below may be considered by the NRC and the Board:

(i) 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 a Director in other public listed companies and non-listed companies (including non-profit organisations).

(ii) Participation and contribution in the Board or track record (applicable for re-election of existing Directors only)

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, objectivity and constructively.
Exhibits open mindedness to the views of others and ability to make considered judgment after hearing the views of others.

3. ASSESSMENT AND EVALUATION OF CRITERIA

The Board shall ensure that the fit and proper criteria for the appointment and re-election of Directors of the Group set out in Section 2 above are applied on a continuing basis.

Prior to the evaluation or assessment of the fit and proper criteria of a candidate as set out in Section 2 above, the candidate shall complete the relevant prescribed declaration form. The NRC and the Board shall conduct the fit and proper assessment to the best of their knowledge and shall be entitled to rely on the declaration by the candidate in question in the said prescribed declaration form, prior to the appointment of any candidate as a Director, or making recommendation for the re-election of an existing Director.

Candidates standing for new appointment is required to provide personal details along with education background, work experience, directorships in other public listed companies, potential conflict of interest with the Group and any other relevant information. Additionally, the NRC and/or the Board may engage independent third parties to conduct a background check or any further searches or verification of information declared by the candidate, which the NRC or the Board deems pertinent.

The NRC has the power to not recommend to the Board the re-election of any retiring Director who does not meet the fit and proper criteria as set out in this Policy.

These criteria may also be extended to assess and evaluate key positions or Senior Management as the NRC and/or the Board deems appropriate.

The information gathered from the completed declaration form and assessments are strictly restricted for the NRC and the Board’s use for the purpose of their assessment and evaluation and are not for public disclosure.

4. REVIEW AND APPROVAL

This Policy shall be reviewed periodically by the NRC who is responsible for making any recommended revisions as and when it deems fit and appropriate, in accordance with any latest developments in regulations, guidelines or any other applicable laws issued by the relevant authorities, or any changes to the Company or the Group’s business or internal policies which may affect any of the criteria stipulated herein.

Any updates and revise to the terms of this Policy is subjected to the approval of the Board.

This Policy was adopted by the Board on 1 July 2022 and is made available on the Company’s website at www.amallionpcb.com.